Consulting Agreement - Template, Sample Form Pro · NG-law
✓ Valid in Nigeria · drafted to comply with local law
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CONSULTANCY AGREEMENT
THIS CONSULTANCY AGREEMENT (this "Agreement") is made the ________
BETWEEN
________, an individual of the following address:
________
(hereinafter referred to as the "Client", which expression shall where the context so admits include its successors-in-title and permitted assigns) of the one part;
AND
________, an individual of the following address:
________
(hereinafter referred to as the "Consultant", which expression shall where the context so admits include its successors-in-title and permitted assigns) of the other part.
The Client and the Consultant are hereinafter collectively referred to as the "Parties" and individually as a "Party".
WHEREAS:
A. The Client wishes to retain the services of the Consultant and is of the opinion that the Consultant possesses the requisite qualification, skill and expertise to provide the services described in this Agreement.
B. The Consultant has represented that it is willing and able to provide the said services and has agreed to do so in accordance with the terms and conditions contained in this Agreement.
NOW IN CONSIDERATION of the mutual covenants, promises and obligations set forth in this Agreement, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
§1. TERM OF AGREEMENT
1.1. Subject to the terms of this Agreement, this Agreement shall commence on ________ (the "Commencement Date") and shall, unless earlier terminated in accordance with its terms, continue in force until ________ (the "Completion Date").
1.2. Upon the Completion Date, this Agreement may be renewed for a further term of the same duration upon the mutual written agreement of the Parties.
§2. RELATIONSHIP OF THE PARTIES
2.1. The Consultant is engaged as an independent contractor, and nothing in this Agreement shall be construed to create a relationship of employer and employee, partnership, joint venture, or principal and agent between the Parties.
2.2. The Consultant shall retain control as to the manner and means by which the Consulting Services are provided to the Client, subject to the requirements of this Agreement.
2.3. The Consultant shall be entitled solely to the Fees provided herein and shall not be entitled to any employment benefits, pension, gratuity, or other statutory entitlements which accrue to employees under the Labour Act, the Pension Reform Act 2014, the Employees' Compensation Act 2010, or any other applicable law.
2.4. The Consultant shall be solely responsible for the assessment, remittance and payment of its own taxes, including income tax, under the Personal Income Tax Act (as amended), and any applicable Value Added Tax under the Value Added Tax Act (as amended).
§3. SCOPE OF SERVICES
3.1. The Client engages the Consultant to work on the ________ (the "Project") to provide the following services (the "Consulting Services"):
________
3.2. The duties of the Consultant may include such other tasks as the Parties may agree in writing from time to time.
§4. WORK LOCATION AND SCHEDULE
4.1. The Consultant shall perform the Consulting Services at the following location:
________
4.2. The Consultant shall observe the following schedule of work: ________.
§5. FEES
5.1. As consideration for all the services rendered by the Consultant under this Agreement, the Consultant shall be entitled to the sum of ₦________ (________) per hour (the "Fees").
5.2. The Fees shall be subject to any applicable statutory deductions required by law and shall be paid as follows:
________
5.3. The Fees shall be paid upon the issuance of the Consultant's invoice. The Consultant shall deliver such invoice to the Client on a weekly basis.
5.4. The Client shall pay the Fees within the following period: ________.
5.5. Where the Client fails to pay the Fees within the period stipulated above, the following shall apply:
(I) the Client shall pay interest at the rate of ________% of the outstanding amount as late payment charges;
(II) the Consultant shall have the right to suspend the provision of the Consulting Services to the Client;
(III) the Client shall immediately become liable to pay all outstanding Fees, expenses and costs owed to the Consultant.
§6. OBLIGATIONS OF THE CONSULTANT
6.1. The Consultant shall provide the Consulting Services diligently, faithfully and with all due skill and care.
6.2. The Consultant shall comply with all applicable laws and regulations in the performance of the Consulting Services.
6.3. The duties may include such other tasks as the Parties may agree, and may change from time to time as agreed upon by the Parties in writing.
§7. OBLIGATIONS OF THE CLIENT
The Client shall:
(I) pay the Consultant the Fees, out-of-pocket expenses and all other sums due under this Agreement;
(II) provide all documents, materials, work tools and equipment reasonably necessary for the performance of the Consulting Services;
(III) pay all relevant taxes and statutory charges payable by it under the law.
§8. USE OF STAFF, EMPLOYEES OR SUB-CONTRACTORS
8.1. The Consultant may engage its sub-contractors, staff or other authorised agents to provide the Consulting Services to the Client.
8.2. Notwithstanding such engagement, the Consultant shall remain responsible for any work or services rendered by its sub-contractors and shall be liable for any loss or damage caused by them.
8.3. The Consultant shall ensure that its staff, workers and sub-contractors are bound by the confidentiality and other obligations contained in this Agreement.
§9. EXPENSES
The Consultant shall be reimbursed for all reasonable work-related costs and expenses incurred in connection with the Client's work. The Consultant shall, where required, provide receipts and any additional documentation showing sufficient details of the transaction, including an expense report.
§10. TERMINATION OF AGREEMENT
10.1. This Agreement may be terminated:
(I) by either Party giving to the other the following period of notice in writing:
________;
(II) by either Party where the other Party commits a material breach of any term of this Agreement which (if remediable) is not remedied within a reasonable period after written notice;
(III) by the Client where the Consultant fails to provide the Consulting Services required under this Agreement;
(IV) by the Consultant where the Client defaults in paying the Fees after written demand;
(V) by either Party upon the death or permanent incapacity of the other Party;
(VI) by the Client where the Consultant engages in any act amounting to gross misconduct, fraud or dishonesty.
10.2. Upon termination or expiry of this Agreement, the Consultant agrees to:
(I) immediately return to the Client all monies, confidential information, documents, books, materials and any other property belonging to and relating to the Client which is in the possession of the Consultant;
(II) delete any information relating to the business of the Client held on any electronic device, hard disk or other medium in the possession of the Consultant, in accordance with the Nigeria Data Protection Act 2023;
(III) not disclose or use any of the Client's trade secrets, the Client being entitled to seek an injunction or any other legal remedy to prevent such disclosure or use.
10.3. Upon termination, the Client shall pay all Fees and compensation accrued up to the effective date of termination and any sums falling due for services duly rendered by the Consultant.
§11. INDEMNITY
Each Party shall indemnify and keep indemnified the other Party from and against all suits, actions, claims, damages, liabilities, costs and expenses of any kind whatsoever which result from any act, omission, negligence or default of the indemnifying Party, its employees, successors, agents and assigns in connection with this Agreement.
§12. WARRANTIES AND REPRESENTATIONS
12.1. The Consultant warrants and represents that it has the necessary skill, qualification, experience and expertise to provide the Consulting Services and shall perform the Consulting Services in a professional and workmanlike manner in accordance with the standards generally applicable in the industry.
12.2. The Consultant further warrants that the provision of the Consulting Services and any materials produced in connection with this Agreement shall not infringe the intellectual property rights or any other rights of any third party, and that the Consultant is under no obligation or restriction which would interfere with or be inconsistent with the performance of its obligations under this Agreement.
§13. INTELLECTUAL PROPERTY OWNERSHIP
13.2. The Consultant shall not use the intellectual property for any purpose other than the provision of the Consulting Services in connection with this Agreement.
13.3. The Consultant shall not permit the unauthorised use of the intellectual property and shall be responsible for any damages resulting from the unauthorised use thereof.
13.4. The Consultant shall, at the Client's request and expense, execute all documents and do all acts necessary to vest such intellectual property rights in the Client and to register the same under the Trade Marks Act, the Patents and Designs Act, the Copyright Act 2022, or any other applicable law.
§14. CONFIDENTIALITY OBLIGATIONS
14.1. The Consultant acknowledges that in connection with this Agreement it may have access to confidential information and materials, and agrees to maintain the confidentiality of any materials, documents or other information relating to the Client's business operations and methods. The Consultant hereby undertakes:
(I) to keep the confidential information secret at all times;
(II) not to disclose the confidential information or allow it to be disclosed in whole or in part to any third party without the prior written consent of the Client;
(III) to take all proper and reasonable measures to ensure the confidentiality of the confidential information.
14.2. The Consultant agrees to use the confidential information solely for the purpose for which it was provided. Except as provided herein, the Consultant shall not at any time, during or after the termination of this Agreement:
(I) use the confidential information except as expressly authorised by the Client in writing;
(II) disclose or permit the disclosure of the confidential information except to such authorised persons as are necessary to receive or evaluate the same;
(III) transfer or part with possession of the whole or any part of the confidential information.
14.3. Where the confidential information includes personal data, each Party shall comply with the Nigeria Data Protection Act 2023 and all subsidiary regulations made thereunder in the processing of such personal data.
14.4. These obligations apply to all confidential information whether provided before, on or after the date of this Agreement, and shall continue in force for the following period: ________.
§15. REMEDIES FOR BREACH OF CONTRACT
15.1. The Parties agree that the terms of this Agreement are fundamental terms of the contractual relationship between them, and that a breach by the Consultant would occasion financial and other damages and losses to the Client.
15.2. Upon the occurrence of a breach by the Consultant, the Client shall be indemnified for all loss and damages incurred, and shall have the right to terminate this Agreement, in addition to any other remedy available at law or in equity.
§16. INSURANCE
The Consultant shall obtain and maintain appropriate business insurance with a limit of liability of not less than ₦________ (________).
§17. NON-COMPETE AND NON-SOLICITATION
17.1. The Consultant undertakes that, during the term of this Agreement and for the following period immediately following its termination: ________, the Consultant shall:
(I) not solicit business from any customer or client of the Client who was a customer or client of the Client during the term of this Agreement;
(II) not set up or be engaged in (whether solely or jointly) any firm or company capable of competing with the business of the Client within the geographical area of ________.
17.2. The Parties agree that the restrictions in this clause are reasonable and necessary to protect the legitimate business interests of the Client. In consideration of the non-compete obligation, the Client shall, upon termination, pay ________% (________ percent) of the Consultant's remuneration as compensation.
17.3. Where the Consultant breaches this clause, the Consultant shall pay the sum of ₦________ (________) as liquidated damages for breach of this non-compete obligation.
§18. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the Federal Republic of Nigeria.
§19. DISPUTE RESOLUTION
19.1. The Parties shall use their best endeavours to settle amicably any dispute or difference arising out of or in connection with this Agreement.
19.2. Any dispute which cannot be amicably resolved by the Parties within ________ shall be referred to and finally resolved by arbitration in accordance with the Arbitration and Mediation Act 2023 and the following arbitration rules:
________
19.3. The arbitral tribunal shall consist of arbitrator(s) appointed by the Parties. The seat and venue of the arbitration shall be:
________
19.4. The language of the arbitration shall be English, and the decision of the arbitral tribunal shall be final and binding on the Parties and may be enforced by any court of competent jurisdiction.
§20. FORCE MAJEURE
20.2. The affected Party shall promptly notify the other Party of the force majeure event. Where the force majeure event continues for a period exceeding ________, either Party may terminate this Agreement by written notice to the other.
§21. GENERAL PROVISIONS
(I) Notices: All notices under this Agreement shall be in writing and shall be delivered personally or by registered or certified mail to the other Party at the address stated in this Agreement, or to that Party's solicitor.
(II) Entire Agreement: This Agreement, together with any addendum hereto, constitutes the entire agreement between the Parties and supersedes any prior written or oral agreement between them.
(III) Assignment: Neither Party shall assign any of its rights or obligations under this Agreement without the prior written consent of the other Party.
(IV) Enurement: This Agreement shall enure to the benefit of and be binding upon the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
(V) Cumulative Rights: The rights of the Parties under this Agreement are cumulative and shall not be construed as exclusive except as otherwise provided by law.
(VI) Headings: Headings in this Agreement are for convenience only and shall not affect the construction of its terms.
(VII) Waivers: Any term of this Agreement may be waived only in writing by the Party entitled to the benefit thereof. No delay or omission in exercising any right shall be construed as a waiver.
(VIII) Severability: If any part of this Agreement is held to be unenforceable, the remainder shall continue in full force and effect.
(IX) Further Assurance: The Parties shall execute and deliver all such documents and take all such actions as may be necessary or incidental to give effect to the provisions of this Agreement.
(X) Counterparts: This Agreement may be executed in several counterparts, all of which together constitute a single agreement between the Parties.
IN WITNESS WHEREOF the Parties have duly executed this Agreement the day and year first above written.
SIGNED, SEALED AND DELIVERED by the within named Client
_________________________
________
in the presence of:
Name: ________
Address: ________
Occupation: ________
Signature: ..........................................................................................................
SIGNED, SEALED AND DELIVERED by the within named Consultant
_________________________
________
in the presence of:
Name: ________
Address: ________
Occupation: ________
Signature: ..........................................................................................................
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