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Nowadays, the world is moving forward at an exceedingly fast pace. There are new potential business ventures with respect to almost every facet to meet the needs of a modern day consumer. Therefore in order to excel, your business must be able to cater exponentially, to satisfy what the consumer wants. Sure, you can have good knowledge and understanding of the vital aspects of your business, and can provide top notch quality of products and services to your consumer, but in order to keep him lured to your company, you have be unpredictable and come up with new and improved services every now and then.
This can be a phase where an extra set of minds can come in handy and pose as an advantage for the overall health of your company. Consultancy Services can help in operating and nurturing your company as these services include individuals who have a strong acquaintance in certain fields. Their advices can be extremely beneficial for the company. But in order to hire one you need to get familiar with the concept of Consultancy Services Agreement first.
Now we shall delineate the concept of Consultancy Service Agreements for your better cognizance.
What is Consultancy Services Agreement?
When a company hires an outside contractor, they must give their authorization through a consulting agreement. The organization may want to use their services for a particular project, so they can recruit someone with expertise in that specific area. In such situations, it is often preferable to sign a contract with the consultant in order to be safe from any kind of hindrances or complications in the future. So in a layman’s term, a Consultancy Services Agreement is a contract which clearly defines the terms and conditions which have been agreed upon mutual consent between the client and consultant.
What is the significance of Consultancy Service Agreements?
A well drafted Consultancy Services Agreement plays a vital role for both client as well as the consultant. It is so because it clearly lays out the plan of action for both the parties and also clearly establishes the financial amount which will be duly paid after the completion of the given project.
Thus it specifies the nature of work they would be responsible for as well as other terms and conditions associated with their employment with the company.
Comprehensive explanation of a well drafted Consultancy Services Agreement
The comprehensive importance of a well drafted Consultancy Service Agreement is enumerated below:-
Explication of client’s responsibilities:-
It's relevant that the contract doesn't just concentrate on the consultant's responsibilities. The duties of the client should also be clearly defined, such as attending conferences, trainings, or work, receiving financial compensation, and supplying timely materials on the request of the consultant with valid responses.
Laying down the term of payments:-
In order to prevent any discrepancies after the work is done, it is important to agree on payment terms early and put them in writing in the consulting agreement. The contract should specify how much the consultant will be charged, how much they will be paid, and how they will charge for their time.
Recognition of work:-
A consulting contract's main goal should be to determine the nature of the work to be performed. The client will specify what the contractor should do, when they want it to be done, how they want it to be done, and so on. It would be easier to handle expectations and prevent misunderstanding if the consultant's services are recorded in an orderly way.
New opportunities:-
A consultancy contract may also be used by the consultant to advertise their services and provide opportunities for potential collaboration between the client and the consultant. Following the completion of one project, the client and contractor may revisit the contract and discuss new issues or projects to work on together in future depending upon the services provided by the consultant and client consultant compatibility.
Establishment of a relationship:-
This aspect entails more than just maintaining a professional partnership between the consultant and the client. A consultant services arrangement may be used to show that a consultant is an independent contractor rather than a client's employee for tax purposes.
Preservation of intellectual property:-
A consultancy services agreement elucidates what information and services will be used during the project, as well as whether the consultant or client will have access to specific intellectual property and for how long.
What should be the basic contents in a well defined Consultancy Services Agreement?
The basic contents of a well defined Consultancy Services Agreement are explained below:-
Contact details:-
The name, address and all the contact details of both the client and the consultant should be well defined in the agreement.
List of services:-
This in important aspect as it must clearly define the list of the services, a consultant will provide during the tenure of this agreement. While drafting this section, it should be precise regarding what all services will be levied upon to the client by the consultant and the basic duration under which a given task has to be completed by the consultant.
Tenure of agreement:-
The main importance of this section lies upon explaining the duration under which the client and consultant will work together, and when will the agreement come to an end.
Conditions of discontinuation of services:-
This section specifies how the arrangement may be discontinued on the rise of any unforgiving event or condition during the term of agreement. Typically, discontinuation terms require one party to give the other adequate written notice and specify how many day’s notice is considered sufficient. You may also state that the contract can be terminated if there is a breach of contract.
Remuneration:-
This section also plays an important role in emphasizing the amount of money you will be paying the consultant for his services. It can also elucidate the intervals in which you need to pay the consultant therefore you should be extremely clear while drafting this section.
Material and intellectual property:-
This section should specify who owns the rights to any intellectual property generated or used during the client-consultant relationship. Make sure you're being as specific and transparent as possible about who owns the materials so as to be safe against any impediment to be faced during the tenure of the agreement.
Confidentiality, non compete and non solicitation agreements:-
If your company or corporation deals with classified information, you should make sure that your consultancy contract also includes a confidentiality clause or nondisclosure agreement (NDA). This will aid in the protection of any details exchanged with the consultant during the course of your work. The use of Non-compete or Non-solicitation agreements may also be made to prohibit the consultant from improperly competing or soliciting additional business from the client. This is also helpful as you will be aware of the fact that the consultant is bound to properly provide the services he’s asked for without any incompetence.
Epilogue:-
Thus from the aforementioned explanation of the meaning, various importance and basic contents of a sound Consultancy Services Agreement, you can easily draw out a conclusion that a well drafted agreement will only pose as a benefit for your company, if nothing else. Changing at the same pace with this dynamic world serves as a gist of thriving in this world and an extra set of minds with their expertise can do wonders for your company. Therefore procurement of additional Consultancy Services can accelerate the growth of your company and its image also as a whole.
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CONSULTING AGREEMENT
This consulting agreement (“Agreement”) is entered into
By and Between
[Name of Client], a [Client Legal Location] company (hereinafter known as “Client”)
And
[Name of Consultant], a [Legal Location of Consultant’s Business Entity, if applicable] company (hereinafter known as “Consultant”).
Recitals
WHEREAS, Consultant has experience in the field of [Consultant’s skills that are relevant to the project] and
WHEREAS, Consultant is willing to be engaged by Client upon the terms and conditions herein contained; and
WHEREAS, a significant portion of Client’s business and assets are comprised of Proprietary and Confidential Information, as defined below, which Client wishes to preserve and protect;
NOW, THEREFORE, in consideration of the recitals, and of the terms, covenants, and conditions set forth herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, Client and Consultant mutually agree as follows:
1. Consulting Services. Client hereby retains Consultant to render the following services to Client:
- [Description of services to be provided by Consultant]
The manner and means by which Consultant chooses to complete the services are in Consultant’s sole discretion and control. Consultant’s obligations shall be conditioned upon receiving such information and cooperation from Client as may be reasonably necessary to perform the services.
2.Services NOT Performed by Consultant. Although Consultant may comment upon Client’s legal documents, financial statements or other documentation in the course of performing the services hereunder, Client acknowledges that Consultant is not an attorney, nor is Consultant providing auditing or accounting services or opining on representations made in any financial statements. Client further acknowledges that Client should consult with its own legal, auditing and accounting advisors regarding any matters requiring legal, auditing or accounting advice.
3. Relationship of Parties. This Agreement shall not constitute an employer-employee relationship, and it is the intent of each party that Consultant shall at all times be an independent contractor.
4. Term. The term of this Agreement shall commence on the date hereof and shall remain in effect for a period not to exceed [twenty four (24) months – extend term if necessary].
5. Compensation. For services provided hereunder, Consultant shall be paid the sum of [For fixed price projects, enter total compensation for project. For hourly rate contracts, enter agreed-upon gross hourly rate]. Consultant or Consultant’s employees shall only be entitled to payment or reimbursement for travel expenses, food, lodging, any per diem allowance, equipment, supplies, or similar items if expressly authorized in advance by Client.
All payments must be made to the Client.
6. Disclosure of Information. Consultant agrees that at no time (either during or subsequent to the term of this Agreement) will Consultant disclose or use, except in pursuit of the business of Client or any of its subsidiaries or affiliates, any Proprietary and Confidential Information of Client, or any subsidiary or affiliate of Client, acquired during the term of this Agreement. The term “Proprietary and Confidential Information” shall mean, but is not limited to, all information which is known or intended to be known only to Client, its subsidiaries and affiliates, and their employees, including any document, record, financial or other information of Client, or others in a confidential relationship with Client, and further relates to specific business matters such as the Client’s financial information, identity of clients and patients, policies and procedures, fee structures, trade secrets, proprietary know-how, account information, and other information relating to other business of Client, its subsidiaries and affiliates, and their employees. Consultant agrees not to remove from the premises of Client except as necessary for Consultant to perform services in accordance with the terms of this Agreement, any document, record, or other information of Client or its affiliates.
Consultant agrees to return or destroy, immediately upon termination of Consultant’s services hereunder, any and all documentation relating to Proprietary and Confidential Information of Client and of others that is in the possession of Consultant, in whatever format it may be maintained, whether provided to, or developed by, Consultant, and to provide a certificate of destruction if required by Client.
Notwithstanding the foregoing, the restrictions contained in this Section 6 shall not apply to any Proprietary and Confidential Information that (i) is a matter of public knowledge or prior personal knowledge (from a source other than a party to this Agreement or its affiliate), (ii) is independently developed by a person not a party to this Agreement without the use, directly or indirectly, of Proprietary and Confidential Information, or (iii) is required by law or the order of any court or governmental agency, or in any litigation or similar proceeding to be disclosed; provided that the disclosing party shall, prior to making any such required disclosure, notify the other party with sufficient notice to permit that party to seek an appropriate protective order.
7. Proprietary and Confidential Information of Others. Consultant acknowledges that Client does business with clients that supply Client with information of a confidential nature, and that Client has contractual obligations to preserve the confidential nature of such information. Consultant agrees to treat any information received from clients of Client as confidential, as if it were the Proprietary and Confidential Information of Client.
8. Remedies. In addition to any other remedies, which Client may have by virtue of this Agreement, Consultant agrees that in the event that a breach of the confidentiality provisions of this Agreement occurs or is threatened, Client shall be entitled to obtain an injunction against Consultant from a court of competent jurisdiction to restrain any breach of confidentiality.
9. Termination. Either party may terminate this Agreement, with or without cause, upon thirty (30) days’ advance written notice to the other, unless otherwise mutually agreed upon.
10. Limitation of Liability to Client. Notwithstanding any other provision of this Agreement, in no event shall Consultant be liable to Client for Client’s lost profits, or special, incidental, punitive or consequential damages (even if Consultant has been advised of the possibility of such damages). Furthermore, in no event shall Consultant’s liability to Client under any circumstances exceed the amount of compensation actually received by Consultant from Client under this Agreement as of a date certain. Further, Consultant will not be liable for delays or performance failures due to circumstances beyond Consultant’s control.
11. Indemnification of Consultant. Client shall indemnify, defend and hold Consultant harmless from and against any and all third party claims, liability, suits, losses, damages and judgments, joint or several, and shall pay all costs and expenses (including counsel's fees and expenses) as they are incurred in connection with the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising there from, that Consultant incurs as a result of having performed services on behalf of Client.
12. Client’s Representations. Client represents that it has the full right and authority to enter into and perform this Agreement. The consummation of the Agreement and the transactions contemplated herein do not violate any outstanding assignments, grants, licenses, encumbrances, obligations, agreements or understanding between Client and any other person or entity. Client represents and warrants to Consultant that Client is able to timely pay Consultant all fees and expenses incurred in the performance of the services hereunder.
13. Amendments. This Agreement may be amended only in a writing signed by both parties.
14. Independent Consultant; No Agency. The parties agree that at all times during the term of this Agreement, Consultant shall continue to be an independent Consultant, and is not authorized as, nor shall be deemed to be an employee, agent, partner, joint ventures, or representative of Client. Neither party has the authority to bind the other or to incur any liability on behalf of the other, nor to direct the employees of the other. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between Client and Consultant or any employee or agent of Consultant. Consultant shall retain the right to perform services for others during the term of this Agreement.
15. Miscellaneous. No waiver by Client of any breach of this Agreement by Consultant shall be considered to be a waiver of any other breach. Should any litigation be commenced between Client and Consultant relating to any such breach, the prevailing party shall be entitled, in addition to such other relief as may be granted, reasonable costs and attorney’s fees relating to such litigation. If any term or provision of this Agreement is determined to be illegal or invalid, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. This Agreement shall be governed by the laws of the State of [Enter a governing State that is mutually agreeable and in close proximity to Client and/or Consultant].
This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the [Date of Agreement].
CLIENT
[Entity]
___________________________________
[Name]
[Title]
CONSULTANT
[Entity, if applicable]
___________________________________
[Name]
[Title, If Applicable]
