Consulting Agreement by Cofounders
The Consulting Agreement by Cofounders sets out the terms under which one company provides consulting services to another, including payment structure, IP ownership, confidentiality, and termination rights. It follows a standard Singapore commercial contract structure, making it suitable and dependable for founder-to-founder service arrangements in Singapore-incorporated companies.
Consulting Agreement
This agreement (the Agreement) is made on [agreement date].
Between
[consultant name] (Registration No. [consultant uen]), a company incorporated in Singapore, and having its registered office at [consultant address] (the Consultant).
And
[client name] (Registration No. [client uen]), a company incorporated in Singapore, and having its registered office at [client address] (the Client).
The Consultant and the Client are collectively the Parties and each a Party.
The Parties agree as follows:
Interpretation
In this Agreement, the definitions set out in Schedule 1 apply.
Engagement
The Client has engaged the Consultant, and the Consultant has agreed to such engagement, to provide the Services set out in Item 2 of Schedule 2 to the Client upon terms and conditions set out in this Agreement.
Payment Terms
The Consultant will invoice the Client at the end of every Billing Cycle for Services rendered. The Client shall pay the Fees set out in the invoice within seven (7) days of receiving the invoice, together with the goods and services tax if applicable, to the Consultant. The Fees are calculated based on the Hourly Rate specified in Item 2 of Schedule 3 and are pro-rated to the time spent by the Consultant in providing the Services rounded up to the nearest Time Unit specified in Item 3 of Schedule 3. All Fees paid are deemed as fully earned and are non-refundable.
The Client shall pay the Consultant the Security Deposit specified in Item 4 of Schedule 3 on the Commencement Date. The Security Deposit shall be refunded without interest to the Client within thirty (30) days of the termination of this Agreement, less all and any monies due and payable by the Client to the Consultant.
The Client agrees and undertakes to reimburse any expenses incurred by the Consultant in performing the Services for the Client within seven (7) days of the Consultant's invoice of the same.
The Client shall pay Prescribed Interest to the Consultant on any monies due but unpaid under this Agreement, to be computed from the due date of the payment until all such money is paid in full.
All payments shall be in Singapore dollars.
Intellectual Property
The Client agrees and acknowledges that, as between the Parties, all Consultant's IPR shall be and remain the sole property of the Consultant and that the provision of the Services does not give the Client any ownership, interest or such other interest in or to such rights. All rights in respect of any modifications or alterations to the Consultant's IPR, whether carried out by the Consultant or the Client or their respective agents or contractors, shall be and remain the sole property of the Consultant. The Client acknowledges and agrees that this Agreement shall not in any way prevent the Consultant from providing services to other clients using the ideas, concepts, techniques, know-how and experience used hereunder or from developing products or services which might be similar to or competitive with the Consultant's IPR and/or the Foreground IPR.
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