Consultancy Agreement - Template, Sample Form Online
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CONSULTANCY AGREEMENT
This Consulting Agreement ("Agreement") is made effective on ________ ("Effective Date") at ________, Andaman and Nicobar Islands
BY AND BETWEEN
________, ("Client") with its principal office located at: ________, IN (which expression shall unless it be repugnant to the context or meaning, therefore, be deemed to include their successors in business, assigns, executors and administrators)
AND
________ ("Consultant"), with its principal office located at: ________, IN (which expression shall unless it be repugnant to the context or meaning, therefore, be deemed to include their successors in business, assigns, executors and administrators)
WHEREAS, the Client desires to engage the Consultant to provide certain services in the area of the Consultant's expertise and the Consultant is willing to provide such services to the Client.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, it is hereby covenanted and agreed by the Client and Consultant as follows:
1. SCOPE OF SERVICE
1.1. The Consultant shall provide the Client with consulting services as mutually agreed upon and described under this Agreement. All the consulting services to be provided hereunder shall be referred to as "Services". The Consultant shall perform the Services and carry out its obligations hereunder with all due diligence, 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 at all times support and safeguard the Client's legitimate interests in any dealings with the third parties.
1.2. The detailed SoW (Scope of Work) 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 parties shall agree in writing that such work constitutes a change from the original SOW, as amended and that they further agree to the change provisions outlined in the change order. Each change order shall be numbered serially and executed by the Consultant and the Client.
1.4. The Client and Consultant shall review the status of the services, SoW, invoices and estimates as defined in the SoW at regular intervals, but not less than Weekly.
2. FACILITIES
The Consultant shall use their own resources and facilities to provide Services as envisaged under this Agreement.
3. PAYMENT
3.1. The Services provided under this Agreement is a one-time service and the payment to the Consultant will be paid as follows:
3.2. The Consultant will be paid a lump sum amount for the completion of the Services as envisaged under the SoW. The total fee to be paid by the Client to the Consultant shall be Rs ________ (________).
3.3. The payment shall be paid to the Consultant before the commencement of the Service.
3.4. The Client upon request receipt of the invoice shall make prompt and immediate payment using Bank transfer. Such payment shall be made within 5 (five) business days after the receipt of the invoice
4. RETAINER
The Client shall be responsible to pay to the Consultant a retainer for Services. The amount of retainer shall be Rs ________/- (________). The retainer fee shall be payable in advance and due and payable upon the signing of this Agreement and is not refundable.
5. TAXES AND DUTIES
Unless otherwise specified in the Agreement, the Consultant shall pay all such taxes, duties, fees and other impositions as may be levied under the applicable laws and the Client shall perform such duties in regard to the deduction of such taxes as may be lawfully imposed on it.
6. LOCATION
The Consultant can choose the location of the Service which is appropriate and comfortable for the Consultant to provide the aforementioned Services. But as the situation may arise the Client can specify such location as mutually agreed by both the parties.
7. EXPENSES
The Consultant shall assume responsibility and pay for all reasonable expenses necessary to effectively provide its Services under this Agreement. If the Client agrees to pay for any expenses, such expenses shall first be approved by the Client or such authorized person of the Client.
8. REPORTS
The Consultant has to submit a periodic report about the status of the work to the Client on the following intervals: Daily.
9. TERMS OF ADDITIONAL SERVICES
Prior to starting any additional Services, the Consultant shall first obtain written authorization 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 referred to as "Work Products") generated, created, or developed by the Consultant, whether alone or in conjunction with others, in the course of providing services under this Agreement shall be the sole and exclusive property of the Client.
10.2. The Consultant hereby assigns to the Client all rights, title, and interest in and to the Work Products, including all intellectual property rights, whether existing now or in the future, throughout the world, without need for any further action by the Consultant. This includes but is not limited to, copyrights, trademarks, patents, trade secrets, design rights, and other intellectual property rights.
10.3. The Client shall have the exclusive right to use, modify, reproduce, distribute, 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 that the Consultant may have in the Work Products.
10.5. Notwithstanding the above, nothing in this Agreement shall prevent or restrict the Consultant from utilizing their general knowledge, experience, skills, or know-how acquired during the performance of the services for the client., 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
12. COVENANT NOT TO COMPETE
13. NON-SOLICITATION
During the term of this Agreement and for a period of 2 (two) years 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, nor hire or engage any such person or entity for any business that is competitive with the business of the Client.
14. INDEPENDENT CONTRACTOR
It is expressly agreed and understood that the Consultant is engaged as an independent contractor and nothing contained in this Agreement shall be construed to create a relationship of employer and employee, principal and agent, partnership or joint venture between the parties. The Consultant shall not be entitled to any benefits, perquisites or privileges available to the employees of the Client. The Consultant shall be solely responsible for the payment of all taxes, statutory dues and other liabilities arising out of the consideration received under this Agreement. The Consultant shall have no authority to bind, represent or create any obligation on behalf of the Client, except as expressly authorized in writing by the Client.
15. TERMS AND TERMINATION
15.1. The Consultancy Service will start on ________ ("Effective Date") and will continue till the Consultant completes the project as stipulated under the SoW.
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 7 (seven) business days or such breach by its nature is incapable of being cured in such a period, then the Client may, upon written notice to the Consultant, terminate this agreement and/or SoW as of the date specified in such notice.
15.3. Either party may terminate this Agreement for cause by providing the other party written notice if the other party: (i) is in material breach of this Agreement and has failed to cure such breach within 7 days after its receipt of written notice of such breach provided by the non-breaching party; (ii) engages in any unlawful business practice related to that party's performance under the Agreement; (iii) files a petition for bankruptcy, becomes insolvent, acknowledges its insolvency in any manner, or appoints creditors, receivers or trustees. The parties shall be given notice of 15 days prior to the termination.
15.4. In the event of termination, the Consultant shall immediately stop work on the terminated SoW and agrees to protect any property of the Client including Intellectual Properties, which is in the possession of the Consultant. Consultant shall return all documentation, equipment or other materials provided by the Client during the term of the SoW, within a reasonable period and location as specified by the Client.
15.5. Both parties agree that, once the aforementioned duration of this agreement is over, the agreement can be extended to such period as mutually agreed in writing.
15.6. The provisions of this Agreement relating to Proprietary Rights, Confidentiality, Covenant Not to Compete, Non-Solicitation, Limitation of Liability and Disputes shall survive the expiration 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 bodily injury, death, loss of revenue, or profits or other benefits, and claims by any third party, even if the parties have been advised of the possibility of such damages. The foregoing limitation applies to all causes of action in the aggregate, including without limitation to breach of contract, breach of warranty, negligence, strict liability, and other torts.
17. COMMUNICATION AND NOTICES
All the notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (a) delivered by hand and receipted by the party to whom said notice or other communication shall have been directed, (b) mailed by certified or registered mail with postage prepaid, once acknowledged by the recipient, (c) sent by email provided under this Agreement.
18. MODIFICATION OF AGREEMENT
In the event any provision of this Agreement is determined to be invalid by any court or other entity of competent jurisdiction, the provision of this Agreement shall be deemed to have been amended and the parties hereto agree to execute all documents necessary to evidence such amendment so as to eliminate or modify any such invalid provision so as to carry out the intent of this Agreement as far as possible and to render this Agreement enforceable in all respects as so modified.
19. NO WAIVER
The failure of any party hereto to enforce any provision of this Agreement shall in no way be construed to be a waiver of such provisions or to affect the validity of this Agreement or any part thereof 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 the convenience of reference only and in no way define or delimit any of the provisions hereof or otherwise affect their construction or effect.
21. INTERPRETATION
The parties acknowledge and agree that each party has reviewed and negotiated the terms and provisions of this Agreement and has had the opportunity to contribute to its revision. Accordingly, the rule of construction to the effect that ambiguities are resolved against the drafting party shall not be employed in the interpretation of this Agreement. Rather, the terms of this Agreement shall be construed fairly as to both parties and not in favour or against either party.
22. DISPUTES
22.1. Both parties hereby agree that any dispute arising out of or in relation to this agreement shall be settled in accordance with the provisions of the Arbitration and Conciliation Act, 1996 and/or any statutory modification or re-enactment thereof for the time being in force. The single Arbitrator shall be appointed mutually by the parties. Each party shall pay their own costs and fees of the arbitration and the cost of the arbitrator shall be borne equally. The seat or place of the arbitration shall be as follows: ________, Andaman and Nicobar Islands.
22.2. The Agreement shall be governed in accordance with the laws of India and the courts of ________, Andaman and Nicobar Islands will have the exclusive jurisdiction.
23. COUNTERPARTS
This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together constitute one and the same instrument.
24. ENTIRE AGREEMENT
Both the parties represent and agree that they have read this Agreement, understand its terms and the fact that it releases all claims each might have entered into this Agreement without duress or coercion from any source. This Agreement supersedes all other Agreements entered into between the parties.
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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