Consultancy Agreement - Template, Sample Form Online Pro · IN-law
✓ Valid in India · drafted to comply with local law
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CONSULTANCY AGREEMENT
This Consultancy Agreement ("Agreement") is made and executed on ________ ("Effective Date") at ________, ________, India.
BY AND BETWEEN
________, a ________ bearing registration / CIN / PAN No. ________ and GSTIN ________, having its principal place of business at ________, India, represented by its authorised signatory ________ (hereinafter referred to as the "Client", which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors-in-business, permitted assigns, executors and administrators) of the ONE PART;
AND
________, a ________ bearing registration / PAN No. ________ and GSTIN ________, having its principal place of business at ________, India, represented by its authorised signatory ________ (hereinafter referred to as the "Consultant", which expression shall, unless repugnant to the context or meaning thereof, be deemed to include its successors-in-business, permitted assigns, executors and administrators) of the OTHER PART.
The Client and the Consultant are hereinafter individually referred to as a "Party" and collectively as the "Parties".
WHEREAS, the Client desires to engage the Consultant to provide certain services in the area of the Consultant's expertise, and the Consultant has represented that it possesses the requisite skill, expertise and resources and is willing to provide such services to the Client upon the terms and conditions set out herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and intending to be legally bound, the Parties, pursuant to the Indian Contract Act, 1872, hereby agree as follows:
1. SCOPE OF SERVICE
1.1. The Consultant shall provide the Client with consultancy services as described under this Agreement (the "Services"). The Consultant shall perform the Services and discharge its obligations hereunder with all due diligence, skill, efficiency and economy, in accordance with generally accepted professional standards and practices, and shall observe sound management practices. The Consultant agrees to act as a faithful adviser to the Client and shall at all times support and safeguard the legitimate interests of the Client in any dealings with third parties.
1.2. The detailed Scope of Work ("SoW") is as follows:
________
1.3. The Parties contemplate that it may be desirable to make changes to the SoW. Before performing any work associated with any such change, a written change order shall set forth the necessary revisions to the existing SoW, and the Parties shall agree in writing that such work constitutes a change from the original SoW. Each change order shall be numbered serially and executed by both the Consultant and the Client.
1.4. The Client and the Consultant shall review the status of the Services, the SoW, invoices and estimates at regular intervals, but not less than ________.
2. FACILITIES
The Consultant shall use its own resources and facilities to provide the Services as envisaged under this Agreement.
3. PAYMENT
3.1. The total fee payable by the Client to the Consultant for completion of the Services as envisaged under the SoW shall be a lump sum of Rs. ________ (Rupees ________), exclusive of applicable Goods and Services Tax.
3.2. The fee shall be payable as per the schedule set out hereunder: ________.
3.3. Upon receipt of a valid tax invoice raised by the Consultant in compliance with the Central Goods and Services Tax Act, 2017, the Client shall make prompt payment by way of ________. Such payment shall be made within ________ business days after receipt of the invoice.
3.4. The Client shall be entitled to deduct tax at source under the Income-tax Act, 1961 from the amounts payable hereunder, wherever applicable, and shall furnish the Consultant with the requisite tax deduction certificate.
4. RETAINER
The Client shall pay to the Consultant a retainer of Rs. ________/- (Rupees ________). The retainer fee shall be payable in advance, shall be due and payable upon the signing of this Agreement, and shall be non-refundable, save where the Consultant fails to commence the Services for reasons solely attributable to it.
5. TAXES AND DUTIES
Unless otherwise specified in this Agreement, the Consultant shall pay all such taxes, duties, fees, cess and other impositions as may be levied under the applicable laws of India in respect of the Consultant's income, and the Client shall perform such duties in regard to the deduction of tax at source as may be lawfully imposed on it. Each Party shall bear its own income tax liability.
6. LOCATION
The Consultant may choose the location appropriate for providing the Services. However, where the circumstances so require, the Client may specify a location for performance of the Services, as mutually agreed by the Parties in writing.
7. EXPENSES
The Consultant shall assume responsibility for and pay all reasonable expenses necessary to effectively provide the Services under this Agreement. Where the Client agrees to reimburse any expenses, such expenses shall first be approved in writing by the Client or an authorised representative of the Client.
8. REPORTS
The Consultant shall submit a periodic report on the status of the work to the Client at the following intervals: ________.
9. TERMS OF ADDITIONAL SERVICES
Prior to commencing any additional Services, the Consultant shall first obtain written authorisation and consent from the Client.
10. PROPRIETARY RIGHTS
10.1. The Consultant agrees that all work products, deliverables, materials, designs, documents, code, inventions, developments, improvements, discoveries and other outputs (collectively, the "Work Products") generated, created or developed by the Consultant, whether alone or jointly with others, in the course of providing the Services under this Agreement shall be the sole and exclusive property of the Client.
10.2. The Consultant hereby irrevocably assigns to the Client all rights, title and interest in and to the Work Products, including all intellectual property rights subsisting therein under the Copyright Act, 1957, the Patents Act, 1970, the Designs Act, 2000 and the Trade Marks Act, 1999, whether existing now or in the future, throughout the world, without need for any further act on the part of the Consultant.
10.3. The Client shall have the exclusive right to use, modify, reproduce, distribute, license or sell the Work Products without restriction.
10.4. To the extent permitted by applicable law, the Consultant irrevocably waives any moral rights or similar rights it may have in the Work Products.
10.5. Notwithstanding the foregoing, nothing herein shall prevent the Consultant from utilising its general knowledge, experience, skills or know-how acquired during the performance of the Services, provided that such use does not involve the disclosure or use of any Confidential Information or proprietary aspects of the Work Products specifically developed for the Client under this Agreement.
11. CONFIDENTIALITY AND DATA PROTECTION
11.2. Where the Consultant processes any personal data on behalf of the Client, the Consultant shall comply with the Digital Personal Data Protection Act, 2023 and the rules made thereunder, shall process such personal data only for the purposes of this Agreement, shall implement reasonable security safeguards, and shall promptly notify the Client of any personal data breach.
11.3. The obligations under this clause shall survive the expiry or termination of this Agreement.
12. COVENANT NOT TO COMPETE
The Consultant covenants that during the subsistence of this Agreement it shall not, without the prior written consent of the Client, directly or indirectly, whether individually or through any entity controlled by it, engage in any business activity, or hold any interest in any person, firm, corporation or business which is competitive with the then-existing business of the Client. For the purposes of this clause, a "Competitive Business" means a business that derives ________% or more of its revenue from the market in which the Client provides products and/or services. This restriction shall apply only to the extent reasonable and enforceable under Section 27 of the Indian Contract Act, 1872, it being acknowledged that any restraint operating beyond the term of this Agreement may be void.
13. NON-SOLICITATION
During the term of this Agreement and for a period of ________ following its termination, the Consultant shall not, directly or indirectly, on its own behalf or on behalf of any other person, firm, corporation or entity, solicit, induce, entice or attempt to solicit or induce any employee, consultant, agent, customer, client, supplier or vendor of the Client to terminate, reduce or otherwise alter their relationship with the Client, to the extent such restriction is valid and enforceable under applicable law.
14. INDEPENDENT CONTRACTOR
15. TERM AND TERMINATION
15.1. The consultancy Services shall commence on the Effective Date and shall continue until the Consultant completes the project as stipulated under the SoW, unless terminated earlier in accordance with this clause.
15.2. If the Consultant materially defaults in the performance of any of its duties and obligations hereunder, and such default cannot be substantially cured within ________ business days, or such breach by its nature is incapable of being cured in such period, then the Client may, upon written notice to the Consultant, terminate this Agreement and/or the SoW as of the date specified in such notice.
15.3. Either Party may terminate this Agreement for cause by written notice if the other Party: (i) is in material breach of this Agreement and has failed to cure such breach within the cure period after receipt of written notice; (ii) engages in any unlawful business practice related to its performance under this Agreement; or (iii) is declared insolvent, has insolvency or bankruptcy proceedings initiated against it under the Insolvency and Bankruptcy Code, 2016, or has a receiver or liquidator appointed over its assets. The Parties shall be given ________ prior written notice of termination.
15.4. Upon termination, the Consultant shall immediately cease work on the terminated SoW and shall protect any property of the Client, including intellectual property, in its possession. The Consultant shall return all documentation, equipment and other materials provided by the Client within a reasonable period and to a location specified by the Client.
15.5. Once the term of this Agreement is over, the Agreement may be extended for such period as the Parties may mutually agree in writing.
15.6. The provisions of this Agreement relating to Proprietary Rights, Confidentiality and Data Protection, Non-Solicitation, Limitation of Liability and Disputes shall survive the expiry or termination of this Agreement, regardless of the manner of such termination.
16. LIMITATION OF LIABILITY
Neither Party shall be liable to the other for any special, indirect, incidental, punitive or consequential damages arising from or related to this Agreement, including loss of revenue or profits, and claims by any third party, even if advised of the possibility of such damages. The foregoing limitation applies to all causes of action in the aggregate, including breach of contract, breach of warranty, negligence and other torts. The aggregate liability of either Party under this Agreement shall not exceed the total fee paid or payable under this Agreement. Nothing herein shall limit liability for fraud, wilful misconduct, or any liability that cannot be excluded under applicable law.
17. COMMUNICATION AND NOTICES
All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed duly given if (a) delivered by hand and receipted by the recipient Party; (b) sent by registered post or speed post with acknowledgement due; or (c) sent by email to the email address designated by the recipient Party, with confirmation of receipt. Notices shall be sent to the addresses of the Parties first set out above or such other address as a Party may notify in writing.
18. SEVERABILITY
In the event any provision of this Agreement is held invalid or unenforceable by any court or other authority of competent jurisdiction, such provision shall be deemed amended to the minimum extent necessary, and the Parties shall execute all documents necessary to give effect to such amendment, so as to carry out the intent of this Agreement as far as possible and to render this Agreement enforceable in all other respects.
19. NO WAIVER
The failure of any Party to enforce any provision of this Agreement shall not be construed as a waiver of such provision, nor affect the validity of this Agreement or the right of either Party to enforce each and every provision in accordance with its terms.
20. HEADINGS
The headings in this Agreement are included for convenience of reference only and shall not define, limit or affect the construction or interpretation of any provision hereof.
21. INTERPRETATION
The Parties acknowledge that each Party has reviewed and negotiated the terms of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction that ambiguities are resolved against the drafting Party shall not apply. The terms of this Agreement shall be construed fairly as to both Parties.
22. FORCE MAJEURE
Neither Party shall be liable for any failure or delay in performance of its obligations (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, riot, fire, flood, epidemic, pandemic, governmental action or other force majeure events, provided that the affected Party gives prompt written notice and uses reasonable efforts to mitigate the effects thereof.
23. STAMP DUTY
This Agreement shall be stamped in accordance with the applicable stamp duty payable under the Indian Stamp Act, 1899, as adapted and in force in the State of ________, and the stamp duty thereon shall be borne by ________.
24. DISPUTES, GOVERNING LAW AND JURISDICTION
24.1. Any dispute, controversy or claim arising out of or in relation to this Agreement shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Conciliation Act, 1996, and any statutory modification or re-enactment thereof for the time being in force. The arbitration shall be conducted by a sole arbitrator appointed mutually by the Parties. The seat and venue of arbitration shall be ________, ________. The language of arbitration shall be English. Each Party shall bear its own costs, and the costs of the arbitrator shall be borne equally, subject to the award of the arbitral tribunal.
24.2. This Agreement shall be governed by and construed in accordance with the laws of India, and the courts at ________, ________ shall have exclusive jurisdiction, subject to the arbitration provisions above.
25. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
26. ENTIRE AGREEMENT
The Parties represent that they have read this Agreement, understand its terms, and have entered into it without duress or coercion. This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements, arrangements and understandings, whether oral or written, relating to the subject matter hereof.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on ________.
________ (Client)
Name: _____________________________
Designation: ________________________
Date: _____________________________
__________________________________
Signature
________ (Consultant)
Name: _____________________________
Designation: ________________________
Date: _____________________________
__________________________________
Signature
WITNESS-1
Name: _____________________________
Address: ___________________________
___________________________________
Signature: __________________________
WITNESS-2
Name: _____________________________
Address: ___________________________
___________________________________
Signature: __________________________
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