Consultancy Agreement (Portugal) by Seedsummit
This Consultancy Agreement template outlines the terms and conditions for an independent consultant providing advisory services to a company. It covers key aspects such as the scope of activity, rights and responsibilities, compensation, confidentiality, non-solicitation, intellectual property, and data protection. The template clarifies that the consultant is not an employee and provides optional clauses for defining project specifics and equity compensation.
CONSULTANCY AGREEMENT
WARNING
The present document is a template, so the following should be considered when using it: The models are standard and generic documents, which means that they are not exhaustive and must be adapted to the specificities of the case in question.
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CONSULTANCY AGREEMENT¹
¹ The present agreement illustrates a contract for the provision of services where the Consultant is not integrated in the organizational structure of the employer (the Company), as opposed to the employment contract, under the Portuguese Law.
In [●], on [month] [day], [year].
PARTIES
Between,
[●], incorporated under the [●] law, with registered office at [●], registered with the Tax Authorities and the Commercial Registry Office of [●] under the number [●], herein represented by [●], in his/her capacity as [●]², hereinafter referred to as the “Company”.
and
[●], bearer of the citizen card/passport number [●] valid until [●] issued by [●], taxpayer number [●], with address at [●], hereinafter referred to as the “Consultant”.
The members of this Consultancy Agreement (the “Agreement”) are collectively referred to as the “Parties” and/or each of them individually as the “Party”.
² Manager, legal representative.
The Parties hereby agree to the terms and provisions of this Agreement as follows:
RECITALS
Whereas:
The Company is […]³.
The Consultant is […]⁴.
The Consultant complies with statutory requirements to render services established in the present Agreement and has a registered business as required.
The Parties agree that the Consultant will provide services as a consultant for the Company in […]⁵ as further described under clause 1 of this Agreement (the “Services”).
The Consultant will provide services for the Company as a freelancer.
An employment contract is not established.
The present Agreement establishes the terms and conditions of the relationship between the Parties.
³ Activity, purpose.
⁴ Qualifications.
⁵ General definition of the practice area.
CLAUSES
Activity
1.1 The Consultant shall provide [area/scope] related advisory services in connection with the (national and/or international) business development of the Company (and its affiliated companies).
1.2 [OPTION 1: The specific assignment plan and assignment dates will be agreed between the Parties in due consideration of their mutual interests. The Parties may agree on further services in the individual case.]⁶
OR
[OPTION 2: In the execution of the services mentioned in paragraph 1.1., the Consultant will provide the following:
(a)
(b)
(c) […]⁷
⁶ This paragraph should be used if the specific project(s) the Consultant will carry out are not yet determined.
⁷ As opposed to Option 1, this paragraph should be used if there is already a specific project. The project guidelines should be indicated in this paragraph.
1.3 The Parties estimate that the time expended by the Consultant to pursue the Services referred to in this clause will be between [hours] per week.
1.4 The Consultant will work in a cross-functional position for the Company’s projects in [country(ies)] (or any other international expansion matter).
Rights and responsibilities
2.1 The Consultant has the obligation to perform the assignments and projects that are agreed between the Parties at his own responsibility and with the appropriate diligence.
2.2 The Consultant shall be free in scheduling the time spent on the project undertaken considering it may vary depending on the type and size of the project.
2.3 The Consultant must ensure that the projects undertaken will be fully and properly completed at the date agreed upon.
2.4 The Consultant may freely decide whether to accept or turn down any projects.
2.5 For the foreseen in paragraph 2.4. above, the Consultant shall timely notify the Company [number of days] before the start of any project, with binding effect.
2.6 In the preparation and execution of the assignments and projects, the Consultant shall comply with the guidelines and instructions given by the Company, as far as they are necessary for the proper execution of the services agreed for any project.
2.7 If required for any project, the Consultant will participate in project meetings and will deliver reports to the Company during and after the project. The opinions, concepts, documentation and other reports elaborated by the Consultant in accordance with the present Clause shall be provided to the Company in written or electronic form, depending on the specific requirements of any project, during or after completion of the project.
2.8 The Consultant is not an employee or an agent of the Company and has no authority to commit the Company in any matter and has no authority to represent the Company unless expressly permitted to do so by the Company⁸.
⁸ If applicable.
2.9 The Consultant shall be fully responsible and will indemnify the Company against any liability, assessment or claim for taxation, whatsoever arising from or made in connection with the performance of the Services, where such recovery is not prohibited by law.
2.10 The Consultant is (not) permitted to render consultancy services to other companies (even) if these companies are not directly competing with the Company or its affiliated companies.⁹
⁹ If applicable – the Parties may agree on an all-exclusive agreement (if this option is considered, leave the round brackets).
Term and Termination
3.1 This Agreement will begin [number of months/years], starting on [date], and will end [number of months/years].
3.2 This Agreement may be terminated by either Party by observing a [time limit]¹⁰ termination notice period.
3.3 The provisions of the preceding paragraphs shall not affect the right of either Party to terminate the Agreement extraordinarily, without notice, with just cause.
3.4 Just cause shall exist if there are significant imperfections in the services provided by the Consultant that led to a loss of clients for the Company or if there is a material breach of any of the obligations under this Agreement.
¹⁰ Usually, 30 to 60 days if the contract was celebrated for less than 2 years or more than 2 years.
Compensation and Expenses
4.1 For the services provided under the terms of Clause 1, the Consultant shall receive a [daily/hourly] fee of EUR [value], [with VAT] but no more than EUR [value] [with VAT] per month, expenses [included/excluded]¹¹.
¹¹ If excluded, consider adding a paragraph allowing the Consultant to request an advance on expenses, taking into consideration the estimated amount of work or establishing the reimbursement of such expenses upon specific proof of expenses.
4.2 The Consultant will issue monthly invoices. The payment of such invoices shall be due within [period] after receipt of an adequate invoice by the Company.
4.3 Payment shall be made by money transfer to the Consultant’s bank account.
4.4 The Consultant must ensure that he/she charges the service fees within [nr of days] after each month’s end to the Company. The invoices must always include the project name and a description of the services.
4.5 The Consultant shall be responsible for the payment of all taxes and any applicable social security contributions, also for any employee hired by him/her. The Consultant will indemnify the Company, to the extent legally admissible, from and against all claims in connection with such payment obligations.
OR
Compensation and Expenses
5.1 For the provision of Services, the Company shall grant the Advisor with equity compensation as set out on the Signature Page to this Founder Advisor Agreement.
5.2 ¹²
¹² Consider adding a paragraph allowing the Advisor to request an advance on expenses. The Company shall reimburse the reasonable travel and related expenses incurred by Advisor in the course of performing services hereunder.
Duty of Confidentiality/Return of Documents
6.1 During the course of this Agreement, it may be necessary for the Company to share proprietary information including trade secrets, industry knowledge, and other confidential information.
6.2 The Consultant will not share any of this proprietary information at any time.
6.3 The Consultant will also not use any of this proprietary information for their personal benefit at any time.
6.4 This section remains in full force and effect even after termination of the agreement by its natural termination or the early termination by either Party.
6.5 The restrictions foreseen in paragraphs above do not apply to any use or disclosure authorized by the Company or as required by law, or any information which is already in, or comes into, the public domain otherwise than through an unauthorized disclosure.
Non-solicitation and contractual penalty
7.1 For the duration of […] starting from the date of signing of this Agreement, the Consultant shall be prohibited to entice other consultants or employees from the Company for use of a third party, to incite third parties to entice other consultants or employees from the Company or to assist third parties in any such activities.
7.2 In case of non-compliance with the restrictions foreseen in paragraph 6.1., the Consultant shall be liable to pay a contractual penalty in the amount of [number]¹³ gross daily fees (as stipulated in Clause 4., paragraph 1) for each attempt of enticement. Each attempt of enticement as foreseen in paragraph 6.1. against each individual consultant or employee of the Company constitutes a separate breach of the restriction.
¹³ Insert the penalty amount to be paid by the consultant in case of breach of this clause.
7.3 The right to claim further damages remains unaffected.
Inventions, Copyrights and Related Rights, Technical Improvements
8.1 The Consultant hereby acknowledges that the Company will be intitled to all existing and future intellectual property rights (including, without limitation, patents, copyright, and related rights) and inventions arising from the Services.
8.2 The Consultant hereby grants or will cause to be granted to the Company a non-exclusive, royalty-free, irrevocable, perpetual, transferable, worldwide license (with the right to sublicense) to, without limitation, use, sell, import, copy and display any products, software, hardware, methods or materials of any kind that are covered by such related rights, to the extent necessary to enable the Company to exercise all of the rights assigned to the latter under this Agreement.
Data Protection
9.1 In compliance with the provisions of Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April (GDPR) and other applicable legislation, with regard to the processing of personal data and the free movement of such data, the Consultant authorizes his or her personal data collected, transmitted or processed informatically by the Company to be incorporated into its database. This data is intended for administrative, statistical processing and for any other contractual diligences.¹⁴
¹⁴ Insert the purposes of the data processing, whether legal or contractual.
9.2 The Company undertakes not to copy, reproduce, adapt, modify, alter, delete, destroy, divulge or in any other way make available to third parties the personal details of the Consultant to which it has gained access under the present contract, without having been expressly authorized to do so, and undertakes to use them exclusively for the aforementioned purposes.
9.3 It is further stated that, under the terms and for the purposes set out in Articles 12 and 13 of the GDPR, the Company has informed the Consultant and he/she has been made aware of the rights to which he/she is entitled in relation to his/her personal data.
Governing Law and Jurisdiction
10.1 This Agreement and actions taken hereunder shall be governed by, and construed in accordance with the laws of Portugal, applied without regard to conflict of law principles.
10.2 The courts located in Portugal have exclusive jurisdiction and venue over any dispute arising out of or relating to this Agreement.
10.3 Each party hereby consents to the personal jurisdiction and venue of theses courts.
The Parties declare that they agree to be bound, without reservation, by the provisions of this Agreement, and that they undertake to fully comply with the obligations arising from this Agreement.
In [●], on [month] [day], [year].
For and on behalf of the Company,
_______________________________
The Consultant,
_______________________________
IF OPTING FOR CLAUSE 5.
SIGNATURE PAGE TO ADVISOR AGREEMENT
Effective Date:
Consultant Equity Compensation[…]¹⁵:
Type of Security […]¹⁶ :
Purchase Price […]¹⁷:
Vesting […]¹⁸:
¹⁵ Total Number of Shares of Common Stock.
¹⁶ Restricted Common Stock.
¹⁷ Purchase price shall be equal to the fair market value of the Company’s Common Stock, which will be documented in the applicable Restricted Stock Purchase Agreement to be entered into by Consultant and the Company.
¹⁸ All shares shall vest in accordance with a definitive Restricted Stock Purchase Agreement executed by both parties at a later date.
COMPANY: [Company] | CONSULTANT: [Advisor] |
[Signature] | [Signature] |
[Name] | [Name] |
[Title] | [Address] |
[Address] |
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