(Separately called a "Party" and collectively the "Parties")
The Parties has of the date stated below signed the following consultant agreement (the "Agreement") regarding the Consultant's assistance to the Company's project (the "Project") as:
- The Company wishes to conclude the Project, and
- The Consultant has the necessary qualities and knowledge to perform the task(s), as further described in Appendix A (the "Task")
the Parties have agreed as follows:
1. Scope of Agreement
1.1 The Consultant shall perform the Task for the Company on the terms set forth in this Agreement and as described in Appendix A.
1.2 The Consultant performs the Task as either i) self-employed or ii) freelancer. There is thus no employer/employee relationship between the Parties.
1.3 The Consultant shall not be entitled to conclude agreements on behalf of the Company or otherwise to bind the Company.
2. Duties
2.1 As long as the task is performed, the Consultant shall:
- perform the Task professionally and in accordance with applicable law
- refrain from violating the rights of third parties
- continuously report on the Task to the Company at the times and in the manner as the Parties agree
- immediately inform the Company if the Consultant expects a significant deviation or delay from the described Task and timeline and also state the reason(s) for the deviation or delay, the consequences hereof and how the consequences can be prevented or minimized.
- OTHER
2.2 The Company shall as long task is performed:
- have officers available and give the Consultant adequate information and answers to questions about the performance and nature of the Task
- to the extent necessary and at their own expense, give the Consultant access to the Company’s personnel and information
- pay any instalments of the fee for the Task
- not withhold or delay approval of a Milestone unreasonably
- OTHER
3. Payment
3.1 As consideration for the performance of the Task, the Company pays a fee to the Consultant at AMOUNT, exclusive of any VAT.
3.2 The Parties may agree that the payment of the fee shall be paid in instalments after satisfactory delivery of each Milestone.
3.3 The fee is inclusive of all expenses incurred by the Consultant or expenses that may be incurred in the performance of the Task unless the Parties agree otherwise in writing.
3.4 The Company is not obligated to pay for work that the Consultant carries out beyond the description in Appendix A unless the Company approves such work before the Consultant begins said work.
4. Intellectual Property Rights
4.1 Title to any result of the Task, including materials, know-how, trade secrets, inventions, designs, patents, copyrights, trademarks and other intellectual property rights are transferred automatically to the Company, in accordance with the fee paid to the Consultant.
4.2 The Consultant must therefore on demand transfer any result of the Task or ongoing work that the Consultant possesses and that the Company has paid for.
5. Duration
5.1 The Agreement shall enter into force when it is signed by both Parties, and end when the Task is completed unless terminated earlier.
5.2 The Task shall be considered completed when the Task is in writing approved and accepted as complete by the Company. The Company shall not unduly or unreasonably withhold its acceptance of the completion of the Task.
5.3 The Company may terminate this Agreement at any time and for any reason with X working day’s written notice to the Consultant. The Company shall pay for the work that the Consultant has already carried out and/or performing until the Agreement will be terminated provided that the Task is carried out in accordance with the Agreement.
5.4 A Party may terminate this Agreement immediately upon written notice to the other Party if the other Party materially breaches the Agreement and has not remedied the material breach within X days after receiving written notice of the breach of the other Party.
5.5 Whatever the reason for the termination of the Agreement, the Consultant must within a reasonable time hand over the work of the Task that the Consultant has carried out and which the Company has paid for.
6. Limitation of Liability
6.1 The Parties' liability shall be limited to the amount of the fee. This shall not apply to liability and damages occurred in respect of infringement of intellectual property rights, gross misconduct, a deliberate act of the other Party.
6.2 The Parties are not responsible to each other for indirect loss or damage arising in connection with this Agreement unless the loss or damage is caused by gross misconduct, a deliberate act of the other Party or as a result of infringement of intellectual property rights.
7. Confidentiality
7.1 Any information which the Consultant acquires regarding the Company in connection with the execution of the Task shall be considered strictly confidential and shall not be disclosed to third Parties or used for any purpose other than to perform the task without the Company's prior written consent.
7.2 The above prohibitions shall not apply to information, i) which is publicly available, ii) the Consultant acquires in good faith from a third party, iii) as the Consultant develops on his own without the use of Company information or iv) that Consultant is required to disclose pursuant to law.
8. Other terms
8.1 The Agreement (including the Appendix) constitutes the entire agreement between the Parties concerning the Project and Task. The Agreement can only be amended by written amendments to be approved and signed by both Parties.
8.2 The Company has entered into Agreement with the Consultant in trust of the Consultant's skills and abilities. The Consultant is not entitled to transfer rights or obligations under the Agreement to others, and the Consultant may not let the Task be performed by others without the Company's prior written consent.
8.3 Provisions which, by their nature and/or wording obliges the Parties after the termination of this Agreement, shall survive the termination of this Agreement for whatever reason for the termination.
8.4 The Agreement is subject to the law of COUNTRY.
8.5 Any dispute arising out of or in connection with this Agreement shall be settled by the court of INSERT COURT.
Appendix A
- DESCRIPTION/LIST OF INDIVIDUAL TASKS
Project and task
- DESCRIPTION/LIST OF INDIVIDUAL TASKS
The Consultant shall perform the following Task (s):
- DESCRIPTION/LIST OF INDIVIDUAL TASKS
Milestones
The Consultant's delivery of Milestones must be made on the following dates:
- DESCRIPTION/LIST OF INDIVIDUAL TASKS
Special conditions
The following special conditions apply:
- INSERT IF ANY
