Consulting Agreement - Template, Sample Form Pro · PH-law
✓ Valid in Philippines · drafted to comply with local law
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CONSULTING AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Consulting Agreement (the “Agreement”) is made and entered into this ________ day of ________, 20________, at the City/Municipality of ________, Province of ________, by and between:
________, Filipino, of legal age, with Tax Identification Number ________, and with address at ________, hereinafter referred to as the “Consultant”.
- and -
________, Filipino, of legal age, with Tax Identification Number ________, and with address at ________, hereinafter referred to as the “Client”.
The Consultant and the Client shall be referred to individually as a “Party” and collectively as the “Parties”.
WITNESSETH: That —
WHEREAS, the Consultant possesses the skills, qualifications, and expertise required to render the consulting services described herein;
WHEREAS, the Client desires to engage the services of the Consultant; and
WHEREAS, the Consultant is willing and able to render such consulting services to the Client upon the terms and conditions set forth herein.
NOW, THEREFORE, for and in consideration of the foregoing premises and of the mutual covenants and stipulations hereinafter set forth, and pursuant to Articles 1305, 1306, and 1700 et seq., and Articles 1868 to 1932 of Republic Act No. 386 (the Civil Code of the Philippines), the Parties hereby agree as follows:
§ I. CONSULTING SERVICES
1.1. The Consultant shall render to the Client the following consulting services (the “Consulting Services”):
________
1.2. In connection with the Consultant’s rendering of the Consulting Services, the Client has the following objectives:
________
1.3. The Consulting Services constitute an obligation to do under the Civil Code, and the relationship between the Parties is that of an independent contractor and not of employer and employee.
§ II. PERFORMANCE AND WARRANTIES
2.1. The Consultant warrants and represents that the Consultant possesses the appropriate skills, knowledge, expertise, and relevant experience to carry out and perform the Consulting Services, and shall render the same with the diligence of a good father of a family in accordance with Article 1163 of the Civil Code.
2.2. The Consultant holds the following relevant certification, accreditation, or professional license: ________. The Parties agree that such certification is a material consideration for the perfection of this Agreement.
§ III. TERM OF THE AGREEMENT
3.1. The Consulting Services shall commence on ________ (the “Commencement Date”) and, unless earlier terminated in accordance with this Agreement, shall continue until ________.
3.2. The Consultant shall observe the following deadlines (the “Key Dates”):
________
§ IV. OBLIGATIONS OF THE CLIENT
4.1. The Client shall provide all business materials, data, or other information reasonably required, together with necessary and adequate assistance, to enable the Consultant to carry out the Consulting Services.
4.2. The Client shall ensure that any staff, employee, collaborator, or other person to whom any output of the Consulting Services is disclosed shall respect and comply with the provisions of this Agreement.
§ V. LOCATION
5.1. The Consultant shall perform the Consulting Services at the following location (the “Location”):
________
§ VI. SERVICE FEES
6.1. The Client shall pay a fixed fee of ________ (₱________) upon completion of the Consulting Services (the “Service Fee”).
6.2. The Client shall pay a retainer fee in the amount of ________ (₱________) prior to the Commencement Date as a requisite for the perfection of this Agreement (the “Retainer Fee”). The Retainer Fee shall be due and demandable on ________.
§ VII. PAYMENT
7.1. The Consultant shall be entitled to issue an invoice every ________.
7.2. The Client shall pay the Consultant’s invoice within ________ days from the date of receipt thereof.
7.3. Payment may be effected as follows:
________
§ VIII. MATERIALS, COSTS, AND DISBURSEMENTS
8.1. The Consultant may charge for all reasonable and necessary costs and expenses incurred in performing the Consulting Services, including but not limited to communications, internet connection, travel, photocopying, courier services, and postage, subject to the prior agreement of the Client, in addition to the fees set out in this Agreement.
§ IX. LATE PAYMENTS
§ X. TAXES
10.1. All charges payable under this Agreement are exclusive of taxes and surcharges. Each Party shall be solely responsible for the taxes imposed upon or required to be paid by it under the National Internal Revenue Code, as amended; provided, that any applicable creditable withholding taxes shall be withheld and remitted by the Client in accordance with law, and the corresponding certificate (BIR Form 2307) shall be issued to the Consultant.
§ XI. INSURANCE
11.1. The Consultant warrants that it maintains business insurance for the duration of this Agreement, with minimum coverage of ________ (₱________), covering general liabilities directly arising from the Consulting Services.
§ XII. COPYRIGHT AND INTELLECTUAL PROPERTY
12.2. The Client may copy, modify, disseminate, or publish the Created IP but shall not permit third parties to do so, provided that the Consultant shall keep the Client indemnified against third-party claims arising from the unmodified work of the consultation.
12.3. The original works or intellectual property furnished by the Client to assist in the Consulting Services shall remain the property of the Client, and the derivative or resulting works of the consultation shall belong to the Consultant, subject to the license granted herein. No infringement of any copyright or intellectual property right shall be committed in the course of the Consulting Services.
§ XIII. CONFIDENTIALITY
13.1. The Consultant acknowledges that during the term of this Agreement it may have access to information confidential and/or commercially valuable to the Client (“Confidential Information”), which may include but is not limited to:
(a) information of whatever nature relating to the business activities, practices, and finances of the Client;
(b) any evaluation material, design work, technologies, technological ideas or strategies, strategic plans, marketing strategies, innovations, creative plans, concepts, and trade secrets developed by or used by the Client;
(c) any information derived from information falling within this definition; and
(d) any copy of any Confidential Information.
13.2. Confidential Information shall not include information which:
(a) was lawfully known or in the possession of the Consultant before its disclosure by the Client;
(b) is, or becomes, publicly available through no fault of the Consultant;
(c) is lawfully provided to the Consultant by a third party without breach of any confidentiality obligation;
(d) is provided by the Client and marked “Non-Confidential”; or
(e) is required by law or regulation to be disclosed, provided that disclosure is limited to the absolute minimum necessary and the Consultant first consults the Client.
13.3. Where there is doubt, the Consultant shall presume information to be Confidential Information until confirmed otherwise by the Client. The Parties further agree that the Consultant shall:
(a) keep the Confidential Information confidential and secret;
(b) use the Confidential Information only in accordance with the purposes of this Agreement;
(c) not disclose the Confidential Information to any person or entity without the Client’s prior written consent;
(d) not copy or modify the Confidential Information without the Client’s prior written consent, save as permitted herein;
(e) promptly advise the Client of any possible unauthorized disclosure or use; and
(f) not disclose Confidential Information to its employees except those who require it to perform their duties hereunder, each of whom shall, at the Client’s request, sign a non-disclosure undertaking substantially the same as this Agreement.
13.4. The Parties shall process any personal data in accordance with Republic Act No. 10173 (the Data Privacy Act of 2012), its implementing rules and regulations, and the issuances of the National Privacy Commission, and shall implement reasonable and appropriate organizational, physical, and technical security measures for such data.
13.5. This Section shall survive the termination or expiration of this Agreement.
§ XIV. NON-EXCLUSIVITY
14.1. The Client acknowledges that the Consultant may engage with other businesses or industries, including competitors of the Client, and may undertake other engagements, business, profession, or trade, provided that no conflict of interest arises with the Client.
§ XV. DISPUTE RESOLUTION
15.1. In the event of any dispute, controversy, or claim arising out of or in connection with this Agreement, including any question regarding its existence, validity, interpretation, breach, or termination, the Parties shall first endeavor to settle the matter amicably through good-faith negotiations.
15.2. Should the Parties fail to reach an amicable settlement within Thirty (30) days from the date the dispute arose, the dispute may be referred to mediation or arbitration in accordance with Republic Act No. 9285 (the Alternative Dispute Resolution Act of 2004), or, failing such agreement, shall be resolved exclusively by the competent courts of ________, to the exclusion of all other venues.
§ XVI. INDEMNITY
16.1. Unless otherwise provided herein, the Client shall indemnify and hold the Consultant free and harmless from any and all damages, liabilities, losses, legal fees, and costs arising from the Consulting Services or any transaction connected therewith. This Section shall not apply where a competent court, by final judgment, holds that the bad faith, gross negligence, or willful misconduct of a Party caused such damage, liability, or loss.
§ XVII. TIME FOR PERFORMANCE
17.1. Notwithstanding any provision to the contrary, any dates, periods, or times specified are estimates only, and time shall not be of the essence for the performance by the Consultant of its obligations, save as expressly provided in the Key Dates.
§ XVIII. TERMINATION
18.1. This Agreement may be terminated by either Party upon written notice:
(a) if the other Party commits a material breach incapable of remedy or not remedied within Fourteen (14) days after written request, such as non-payment or non-performance;
(b) if the other Party becomes unable to perform its obligations, including the duty to pay or to perform; or
(c) without cause, provided that written notice is given at least Thirty (30) days before the effective date of termination.
18.2. Upon termination, the Client shall pay for all Consulting Services rendered up to the date of termination.
18.3. Termination shall not affect the accrued rights or liabilities of either Party under this Agreement or the law, nor any provision intended to survive termination.
§ XIX. RELATIONSHIP OF THE PARTIES
19.1. Nothing in this Agreement shall be deemed to constitute an employment, partnership, joint venture, or agency relationship between the Parties. The Consultant shall render the Consulting Services as an independent contractor.
§ XX. WRITTEN NOTICES
20.1. All notices and communications shall be in writing and may be served personally, by courier, or by electronic mail to the following addresses:
(a) Consultant: ________
(b) Client: ________
§ XXI. FORCE MAJEURE
21.1. Neither Party shall be liable for any failure to perform due to fortuitous events or causes beyond its reasonable control under Article 1174 of the Civil Code, including acts of God, acts of civil or military authorities, riots, embargoes, and natural disasters, provided that the affected Party takes all reasonable steps to comply as fully as possible.
21.2. Except where not reasonably possible, the affected Party shall notify the other Party in writing within Five (5) days from the occurrence of the force majeure event.
§ XXII. ASSIGNMENT
22.1. Neither this Agreement nor the rights granted hereunder may be assigned, sold, leased, or otherwise transferred, in whole or in part, by either Party without the prior written consent of the other.
§ XXIII. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS
23.1. The Parties shall execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.
§ XXIV. APPLICABLE LAW
24.1. This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
§ XXV. WAIVER
25.1. The failure of either Party to insist upon strict performance of any term shall not be construed as a waiver thereof. No waiver shall be effective unless in writing and signed by the Party granting it, and no such waiver shall constitute a waiver of any other term or of the same term on a future occasion.
§ XXVI. COUNTERPARTS
26.1. This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute one and the same instrument. Where the signature dates differ, the Agreement shall take effect on the date both Parties have signed.
§ XXVII. SEVERABILITY
27.1. The invalidity of any provision shall not affect the validity of the remaining provisions, which shall continue in full force and effect as if the invalid provision had been removed.
§ XXVIII. CUMULATIVE RIGHTS
28.1. The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
§ XXIX. HEADINGS
29.1. Headings are for convenience only and do not affect the interpretation of this Agreement.
§ XXX. ENTIRETY OF AGREEMENT
30.1. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, representations, and agreements, whether oral or written.
§ XXXI. AMENDMENTS AND MODIFICATIONS
31.1. This Agreement may be amended only by a written instrument signed by both Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first above written.
________
Consultant
________
Client
SIGNED IN THE PRESENCE OF:
________ ________
ACKNOWLEDGMENT
REPUBLIC OF THE PHILIPPINES )
CITY/MUNICIPALITY OF ________ ) S.S.
BEFORE ME, a Notary Public for and in the above jurisdiction, this ________ day of ________, 20________, personally appeared the following persons, exhibiting to me their competent evidence of identity:
Consultant: ________, with ________ No. ________;
Client: ________, with ________ No. ________.
All known to me and to me known to be the same persons who executed the foregoing Consulting Agreement, and they acknowledged to me that the same is their free and voluntary act and deed.
This instrument, consisting of ________ pages, including the page on which this acknowledgment is written, has been signed on each and every page thereof by the Parties and their witnesses.
WITNESS MY HAND AND SEAL on the date and place above written.
NOTARY PUBLIC
Doc. No. ________;
Page No. ________;
Book No. ________;
Series of ________.
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