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Consulting Agreement

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Consulting Agreement

THIS CONSULTING AGREEMENT (the “Agreement”) effective from [dd] [MONTH] [yyyy] (the “Effective date”) is entered into by
BETWEEN:

1. [INSERT CLIENT’S NAME], having its registered business/domicile [INSERT ADDRESS], hereinafter referred to as (the “Client”);

AND:

2. [INSERT CONSULTANT’S NAME], having its registered business/domicile [INSERT ADDRESS], hereinafter referred to as (the “Consultant”).

The Client and the Consultant shall be referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
WHEREAS, the Consultant has expertise in the area of the Client’s business and is offering to provide consulting services (hereinafter the “Services”) to the Client;
WHEREAS, the Client is willing to engage the Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein.
WHEREAS, the Client desires to obtain the Services of the Consultant and the Consultant desires to provide such Services to the Client in accordance with the terms and conditions of this Agreement.
WHEREAS, both the Parties wish to evidence their contract in writing to set forth their rights and obligations under the Agreement;
WHEREAS, the Parties have the capacity and are authorized to enter into this Agreement.
NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions contained herein, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. Services

1.1. The Consultant will provide Services to the Client under this Agreement as the Parties may from time to time agree and specify work orders (“Work Orders”) issued by Client.
1.2. The Client hereby engages the Consultant to provide the Client with the following services set forth in the Exhibit A.

2. Work Orders

2.1. This Agreement governs each Work Order. In the case of conflicting terms between Work Order and Agreement, the terms of the Work Order supersede those of this Agreement if the Work Order contains provisions explicitly modifying the terms of this Agreement.
2.2. This Agreement does not oblige Client to engage Consultant to perform any Services, until both Parties have signed a Work Order and then only for the work specified in the Work Order.
2.3. Both Parties must sign a Work Order for it to be effective.
2.4. The Parties may terminate any individual Work Order without affecting the remaining agreement or any other Work Order.

3. Acceptance of Services

3.1. The Client will have [INSERT NUMBER OF DAYS] business days after Consultant provides Services under the Work Order to inspect and test Services to ensure it meets the acceptance criteria outlined in the applicable Work Order (the “Inspection Period”).
3.2. If the Client agrees that the Services meet the accepted criteria, the Client will accept Services and notify Consultant that it is accepting Services.
3.3. The Client will be deemed to have accepted Services if Client fails to notify Consultant on or before the expiration of the Inspection Period.
3.4. If the Client considers that the Services fail in a material way to meet the acceptance criteria, the Client may reject Services by delivering to Consultant a written list detailing each failure to satisfy the acceptance criteria.

4. Payment and Records

4.1. In consideration for the Services to be performed by Consultant hereunder, including, without limitation, the Client agrees to pay to Consultant a flat fee set forth in Exhibit A.
4.2. Other than the compensation specified in provision 4.1., the Consultant shall be entitled to any direct or indirect compensation for Services performed hereunder.
4.3. The Parties agree to exhaust all effort to ensure that the terms of this Agreement take effect.

5. Term and Termination

5.1. Unless the Agreement is terminated earlier in accordance with section 5, the Consultant agrees to render to the Client those Services described and set forth in Exhibit A for the period (hereinafter the “Consulting Period”) commencing on the date of this Agreement and ending on [INSERT APPLICABLE DATE] (hereinafter the “Term Date”).
5.2. The Client shall pay the Consultant a lump sum to which it is entitled under Section 4.1. through the end of the Consulting Period, and, thereafter, the Client’s obligations hereunder shall end.
5.3. This Agreement will terminate on the earliest of: (i) the date the Consultant completes the Services required by this Agreement, (ii) the date a party terminates the Agreement as provided below.
5.4. Either Party, without cause, may terminate this Agreement by delivering [INSERT NUMBER OF DAYS] business days written notice to the other Party.
5.5. In addition to any other obligations set forth in this Agreement, upon the termination of this Agreement, the Consultant shall be compensated for Services performed through the date of termination and shall be reimbursed for expenses incurred to date.
5.6. The Consultant may terminate the Agreement with [INSERT NUMBER OF DAYS] days prior written notice:
a) if the Client fails to make a payment within the agreed time period;
b) if the Client breaches any of the material clauses of the present Agreement.

5.7. The Client may terminate this Agreement, any Work Order or any portion thereof, without cause and/or without the occurrence of a default, by giving at least [INSERT NUMBER OF DAYS] days prior written notice to Consultant. Upon any such termination, the Client is only liable to pay for Services performed and liabilities incurred prior to expiration or termination, provided that if the fee set forth in the Work Order is a fixed amount, the Client will pay the fee to the extent the Work Order is complete.
5.8. Either Party may terminate this agreement, any Work Order or any portion thereof by giving at least [INSERT NUMBER OF DAYS] days prior written notice to the other Party. Upon any such termination, the Client is only liable to pay for Services performed and liabilities incurred prior to expiration or termination, provided that if the fee set forth in the Work Order is a fixed amount, the Client will pay the fee to the extent the Work Order is complete.

6. No Partnership or Agency

6.1. Nothing in this Agreement is intended to or shall operate to create a partnership between the Parties, or authorize either Party to act as agent for the other, and neither Party shall have the authority to act in the name or on behalf of or otherwise to bind the other in any way (including, but not limited to, the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

7. Competitive engagements

7.1. The Consultants agrees not to provide work or Services for a Competitor of the Client until this contract ends, unless the Consultant obtains written pre-approval from the Client.

8. Confidentiality & Proprietary Information

8.1. Each Party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and material of the other Party, but not limited to information like customer lists, business strategies, research & development notes, statistics, and other information that is private (hereinafter, “Confidential Information.”)
8.2. Each Party, its agents, personnel and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Agreement or may be required by a court or governmental authority.
8.3. Each Party agrees not to disclose any confidential information received from the other Party, with the exception of its employees, representatives or agents who need to have access to the Confidential Information for the purpose of carrying out their duties in connection with providing specified Services in Section 1.
8.4. Each Party agrees to inform the other Party of the level of confidentiality of any information provided and will ensure that agreement is obtained to keep it confidential on the same terms as set forth in this Agreement.
8.5. Each Party will be responsible for ensuring that the obligations of confidentiality and non-use contained herein will be strictly upheld and will assume full liability for the acts or omissions made for its personnel representatives or agents.
8.6. Each Party shall use the same or a higher degree of care with respect to Confidential Information that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care, to prevent the unauthorized use, disclosure or publication of the Confidential Information.
8.7. Each Party shall notify the other Party upon discovery of any unauthorized use or disclosure of Confidential Information, or any other breach of this Agreement. The Parties will cooperate in every reasonable way to help regain possession of the Confidential Information, and to prevent its further unauthorized use or disclosure.
8.8. Each Party must continue to follow these obligations after the termination of this Agreement.
8.9. A Party will not be restricted in using Confidential Information that is publicly available, becomes publicly known through no fault of the receiving Party, or is otherwise received from a third party without an obligation of confidentiality.

8.10. Upon termination of this Agreement, the receiving Party will return the Confidential Information
and materials to the disclosing Party.

9. Consultant’s materials

9.1. The Client understands that Consultant possesses and/or has developed through substantial effort, research, time and expenses certain tools, routines, techniques, programs, data, and materials prior to the commencement of this Agreement, (hereinafter, “Consultant’s Materials”).
9.2. The Consultant may rely upon, utilize, and include Consultant’s Materials in the Services performed under this Agreement. The Consultant retains all rights, title, and interest, including all copyrights, patent rights, and trade secret rights in Consultant’s Materials.
9.3. The Consultant assigns Client a non-exclusive license in Consultant’s Materials only for the duration of the Agreement.

10. Ownership and Licenses

10.1. The Consultant hereby agrees to assign absolutely and beneficially to the Client all rights, titles and interests to all existing and Intellectual Property rights arising out of the Deliverables.
10.2. The Consultant agrees to assist the Client to prove ownership of the Deliverables if required in the future provided that any required expenses are paid by the Client.
10.3. This Agreement does not affect any pre-existing Intellectual Property rights owned by the Consultant or licensed from a third party which may be used to create the Deliverables and performance of the Services or part of the Deliverables.
10.4. The Client agrees to grant permission for the Consultant to use the Client’s Intellectual Property for the sole purpose of the creation of the deliverable and performance of the Services or part of the Deliverables.

11. Intellectual Property

11.1. During the course of performing the Services, the Consultant's representatives may, independently or in conjunction with Client, develop information, materials, results, systems, and programs (hereinafter, collectively referred to as “Work Product”).
11.2. The Consultant hereby assigns, and agrees to assign, to the Client all right, title and interest in and to Work Product, including but not limited to copyright, all rights subsumed thereunder, and all other intellectual property rights, including all extensions and renewals thereof.
11.3. The Consultant further agrees to provide all assistance reasonably requested by the Client, both during and subsequent to the terms of this Agreement, in the establishment, preservation and enforcement of Client's rights in the Work Product.
11.4. Upon the termination of this Agreement, the Consultant agrees to deliver promptly to the Client all printed, electronic, audio-visual, and other tangible manifestations of the Work Product, including all originals and copies thereof.

11.5. The Consultant agrees to waive any and all moral rights relating to the Work Product, including but not limited to, any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use, and subsequent modifications.

12. Limitation of Liability

12.1. In recognition of the relative risks and benefits of this Agreement to both the Client and the Consultant, the risks have been allocated such that the Parties agree to limit the liability of either PARTY TO THE OTHER FOR ANY TYPE OF DAMAGES TO THE AMOUNT OF CONSULTANT’S TOTAL FEES UNDER THIS AGREEMENT. It is intended that this limitation applies to any and all liability or cause of action however alleged or arising unless otherwise prohibited by law.
12.2. However, each Party will remain liable for bodily injury or personal property damage resulting from grossly negligent or willful actions of the Parties.

13. Indemnity

13.1. Each Party (as an indemnifying party) will indemnify the other (as an indemnified party) against all losses arising out of the indemnifying party’s negligence, willful misconduct or fraud. However, the foregoing does not apply to the extent the other Party acted unlawfully, negligently, or intentionally to cause those losses.|

14. Representations and Warranties.

14.1. The Parties warrant that they each have the authority to enter into this Agreement and perform all of the obligations required.
14.2. The Consultant represents and warrants that it will perform the Services with the degree of skill, care and diligence expected of a consultant experienced in providing the same or similar Services; that it will comply with any applicable laws and standards relating to the performance of the Services; and that any materials supplied will be reasonably fit for the purpose for which they are supplied.
14.3. The Consultant warrants that the Deliverables, the performance of the Services and the Deliverables will not infringe the Intellectual Property Rights of any person including any third party rights.

15. Notices

15.1. All notices given under this Agreement must be in writing.
15.2. A notice is effective upon receipt and shall be sent via one of the following methods: delivery in person, overnight courier service, certified or registered mail, postage prepaid, return receipt requested, addressed to the Party to be notified at the below address or by facsimile at the below facsimile number or in the case of either Party, to such other Party, address or facsimile number as such Party may designate upon reasonable notice to the other Party.
15.3. Such notices shall be effective upon receipt of a written acknowledgment by the Party to which notice is given.

16. Dispute Resolution

16.1. The Parties shall exhaust all effort to amicably settle any dispute arising under this Agreement.
16.2. If any dispute arises under this Agreement, the Consultant and the Client shall negotiate in good faith to settle such dispute.
16.3. If the Parties fail to resolve any potential dispute themselves, the Parties shall resolve the dispute through a mutually agreed-upon dispute resolution either in form of mediation or arbitration in [insert jurisdiction].
16.4. Any costs and fees other than attorney fees associated with the mediation or arbitration will be shared equally by the Parties.
16.5. If the dispute is not resolved within [INSERT NUMBER OF DAYS] business days after it is referred to the mediator or arbitrary, any Party may take the matter to court.
16.6. If any court action is necessary to enforce this Agreement, the prevailing Party will be entitled to recover from the other Party reasonable attorney fees, costs, and expenses in addition to any other relief to which the Party may be entitled.

17. Governing Law and Jurisdiction

17.1. The validity, interpretation, and enforcement of this Agreement, matters arising out of/or related to this Agreement or its making, performance or breach, and related matters shall be governed by and construed in accordance with the internal laws of [INSERT A COUNTRY’S LAW] excluding its conflict of laws rules.
17.2. Any legal action or proceeding concerning the validity, interpretation, and enforcement of this Agreement, matters arising out of/or related to this Agreement or its making, performance or breach, or related matters shall be brought to the competent jurisdiction located in the [INSERT RELEVANT JURISDICTION].
17.3. The courts of the [INSERT RELEVANT JURISDICTION]shall have exclusive jurisdiction over any disputes.

18. Severability

18.1. Each of the paragraphs contained in this Agreement is unique and severable.
18.2. In the event that any section, provision or part of this Agreement shall be held to be invalid or unenforceable for any reason, the Parties agree that the remaining provisions of this Agreement shall continue to be valid and enforceable. The Parties further agree to substitute for the invalid provision a valid provision, which most closely approximates the intent and economic effect of the invalid provision.
18.3. If a court deems any provision of this Agreement invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

19. Waiver

19.1. The failure of any Party to require strict compliance with the performance of any obligations and/or conditions of this Agreement shall not be deemed a waiver of that Party’s right to require strict compliance in the future, or construed as consent to any breach of the terms of this Agreement.

20. Force Majeure

20.1. A Party shall not be liable for any failure of or delay in the performance of this Agreement if such failure or delay is due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes or labor disputes, embargoes, government orders or any other force majeure event.
20.2. Upon the occurrence of any force majeure event, the Party relying upon this provision shall give written notice to the other Party of its inability to perform or of delay in completing its obligations.

21. Assignability and Parties of Interest

21.1. No Party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other Party.
21.2. Nothing in this Agreement, express or implied, will confer upon any person or entity not a party to this Agreement, or the legal representatives of such person or entity, any rights, remedies, obligations, or liabilities of any nature or kind whatsoever under or by reason of this Agreement, except as expressly provided in this Agreement.

22. Entire Agreement

22.1. This Agreement sets forth the entire Agreement and understanding between the Parties for the purpose hereof, and there are no other promises or conditions in any other agreement whether oral or written.
22.2. This Agreement supersedes any prior written or oral agreements between the Parties.
22.3. Neither of the Parties shall be bound by any prior or contemporaneous conditions, definitions, warranties, understandings, or representation with respect to such purpose other than expressly provided herein.
22.4. This Agreement shall not be modified or changed in any manner except if mutually agreed upon through any written amendment or instrument signed by each of the Parties.

23. Declaration

23.1. The Parties hereby understand and expressly agree to the provisions laid down in the present Agreement and in good faith, undertake that both Parties shall follow the terms of this Agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the Parties hereto have caused this Consulting Agreement to be executed as
of the date stated above.

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