1.1 As used in the Agreement, the following words have the following meanings when written with a capital first letter:
“Agreement” means this Consultancy Agreement, including Appendix A hereto, as may be amended from time to time in accordance with Clause 9.1 hereof.
“Fee” means the fee payable by the Company to the Consultant for the Work performed under Clause 4.1 hereof.
“Party” or “Parties” means the Consultant or the Company, individually, or the Consultant and the Company, collectively.
“Statement of Work” means a description of the Work, including, without limitation, key persons, tasks, deliverables and completion dates, as set out in Appendix A hereto.
“Work” means the work to be performed by the Consultant for the Company under the Agreement, as set out in the Statement of Work.
2. Scope of Agreement
2.1 The Company hereby commissions the Consultant to perform the Work, and the Consultant hereby accepts the commission, on and subject to the terms and conditions set out herein, including, without limitation, the Statement of Work.
2.2 The Consultant shall perform the Work as an independent contractor and shall not be an employee of the Company for any purpose. The Consultant shall have no authority to enter into any agreement on behalf of, or otherwise to bind, the Company.
3.1 The Consultant shall perform the Work in a professional manner, without knowingly infringing any third-party rights and in compliance with all applicable legislation.
3.2 The Consultant shall report to the Company with respect to the Work. The Consultant’s reports shall be made at such times and in such manner and form as are agreed by the Parties.
3.3 The Consultant shall inform the Company immediately of any anticipated material deviation from the Statement of Work, stating the cause of such deviation, the effects of the deviation and any possible remedial actions.
3.4 The Consultant shall provide, at its expense, all labour, equipment, tools, materials and other things necessary to perform the Work unless otherwise agreed in writing by the Parties.
3.5 The Company shall provide, at its expense, such access to its personnel and information as is reasonably necessary to enable the Consultant to perform the Work.
[ALTERNATIVE 1:] As compensation for the Work performed hereunder, the Company shall pay to the Consultant a fee of [amount and currency] exclusive of VAT, if any, in accordance with the instalment payment plan set out in the Statement of Work.
[ALTERNATIVE 2:] As compensation for the Work performed hereunder, the Company shall pay to Con-sultant a fee of [amount and currency] exclusive of VAT, if any, per [working hour/working day of [num-ber] hours].
[ALTERNATIVE 1:] Payment of an instalment shall be made within [number] working days of the Compa-ny having received a correctly rendered invoice and approved the milestone associated with the instal-ment. The Company shall not unreasonably withhold or delay its approval of any milestone.
[ALTERNATIVE 2:] Payment of the Fee shall be made monthly in arrears within [number] working days of the Company having received a correctly rendered invoice for the Work performed during a month. The invoice shall specify the Work performed, time consumed in performing the Work and the names of the persons performing the Work.
4.3 The Fee shall be inclusive of any and all expenses incurred by the Consultant in performing the Work unless otherwise agreed in writing by the Parties.
4.4 The Company shall not be required to pay for any work performed by the Consultant that is outside the Statement of Work, unless the Company has consented to such work in writing prior to its commencement.
5. Work product
5.1 The ownership of all work products of any kind produced by the Consultant in performing the Work, including, without limitation, materials, knowhow, trade secrets, inventions, designs, copyrights, trademarks and other intellectual property rights, shall pass to the Company as the Fee is paid.
5.2 In fulfilment of Clause 5.1 hereof, the Consultant shall, upon the Company’s request, deliver to the Company all work products in its possession or control and perform all such acts and do all such things as are reasonably necessary to perfect the Company’s ownership of the work product, at the Company’s expense.
6.1 The Consultant shall keep all information obtained from the Company in connection with the performance of the Work strictly confidential and shall not disclose it to any third party or use it for any purpose other than the performance of the Work without the Company’s prior written consent.
6.2 The restrictions set out in Clause 6.1 hereof shall not apply to any information generally available to the public, obtained by the Consultant in good faith from a third party, independently developed by the Consultant without use of the Company’s information or required to be disclosed by law.
7. Limitation of liability
7.1 In no event shall either Party be liable to the other Party for any special, indirect, consequential, exemplary or incidental loss or damage, however caused, arising out of or relating to the Agreement.
8.1 The Agreement shall commence when signed by both Parties and shall terminate upon completion of the Work, unless terminated earlier as provided in Clause 8.2 or 8.3 hereof.
8.2 The Company may terminate the Agreement at any time for any reason subject to [number] working days’ written notice of termination to the Consultant. The Company shall pay the Consultant for any Work performed up to the effective date of termination if such Work was performed in accordance with the Agreement.
8.3 Either Party may terminate the Agreement by written notice of termination to the other Party, effective immediately, if the other Party fails to remedy any material breach of the Agreement within [number] working days of receiving written notice of such breach.
9.1 The Agreement contains the entire understanding of the Parties with respect to the Work. The Agreement may not be amended except by written agreement signed by both Parties.
9.2 The Agreement is personal to the Consultant, and the Consultant shall not assign any rights or obligations hereunder or subcontract the Work without the written consent of the Company.
9.3 Any disputes arising out of or in connection with the Agreement which cannot be settled amicably by the Parties shall be resolved by a court of competent jurisdiction in accordance with the laws of [country] excluding conflict of law principles.
9.4 The provisions of Clauses 2.2, 5.1, 5.2, 6.1, 6.2, 7.1, 8.2, 9.3 and 9.4 shall survive termination of the Agreement for any reason.