DRAFT FOR REVIEW. Not legal advice. Laws vary by country and state; have this draft reviewed before anyone signs it.
Consulting Agreement
This Consulting Agreement (the “Agreement”) is made on between , of (“Consultant”), and , of (“Client”). Consultant and Client are each a “party” and together the “parties”.
1. Consulting services
1.1Consultant will provide the following services to Client: .
1.2The deliverables are: .
1.3Extra work outside this scope needs a written change agreed by both parties, including any extra fee.
1.4Consultant’s advice is given on the basis of the information Client provides. Decisions taken on that advice remain Client’s own.
2. Payment
2.1Client will pay Consultant a fixed fee of for the services described in this Agreement.
2.2Client will pay each invoice within of receiving it, by the method stated on the invoice.
2.3Client will reimburse reasonable expenses that it approved in writing before they were incurred, against receipts.
2.4If an invoice is overdue, Consultant may pause work after giving written notice until it is paid. Each party is responsible for its own taxes.
3. Term and ending this Agreement
3.1This Agreement starts on and continues until the services are completed (), unless it ends earlier as set out below.
3.2Either party may end this Agreement for any reason by giving written notice. Either party may end it at once by written notice if the other seriously breaches it and does not fix the breach within a reasonable time after being told.
3.3If this Agreement ends early, Client pays for the work done and approved expenses incurred up to the end date, and Consultant delivers the work completed up to that date once paid.
4. Ownership of the work
4.1Once Client has paid all fees due under this Agreement, Consultant transfers to Client all of Consultant’s rights in the reports and deliverables created specifically for Client. Until then, Consultant keeps those rights.
4.2Consultant keeps ownership of tools, methods, templates and know-how that existed before this Agreement or that are not specific to Client, and grants Client a licence to use any of them included in the reports and deliverables.
4.3Each party keeps ownership of material it supplies to the other. Client confirms that it has the right to let Consultant use the material it supplies for this work.
5. Confidentiality
5.1Each party will keep private any non-public information the other shares for this work, such as business plans, customer data, prices and unreleased material, and will use it only to carry out this Agreement.
5.2This does not cover information that is already public through no fault of the receiving party, that the receiving party already had or develops on its own, or that it must disclose by law, in which case it will tell the other party first when it is allowed to.
5.3These duties continue after this Agreement ends. Consultant and Client will return or delete the other’s confidential material when asked, except copies kept as required by law.
6. Independent relationship
6.1Consultant works as an independent business, not as an employee, partner or agent of Client. Consultant decides how, when and where the work is done, within the deadlines of this Agreement, and is responsible for its own taxes, insurance and business costs.
7. Limitation of liability
7.1To the extent the law allows, each party’s total liability arising from this Agreement is limited to the total fees paid by Client under it.
7.2Neither party is liable to the other for indirect or consequential losses, such as lost profits, except where the law does not allow this to be limited, or in cases of fraud, wilful misconduct or a breach of confidentiality.
8. Governing law and disagreements
8.1This Agreement is governed by the laws of .
8.2If a disagreement about this Agreement arises, the parties will first try to settle it by talking in good faith. If that does not work, either party may take it to the courts of the place whose law governs this Agreement.
9. General terms
9.1Entire agreement. This Agreement is the whole agreement between the parties on its subject and replaces earlier discussions about it.
9.2Changes. Any change to this Agreement must be in writing and accepted by both parties.
9.3Notices. Notices under this Agreement are given in writing to the addresses above, or to an e-mail address a party gives for that purpose.
9.4Severability. If a court finds part of this Agreement unenforceable, that part is limited as little as needed and the rest stays in effect.
9.5Assignment. Neither party may transfer this Agreement to someone else without the other party’s written consent.
9.6Other clients. During this Agreement, Consultant may work for other clients, provided it keeps Client’s confidential information private.
9.7Counterparts. The parties may sign separate copies, on paper or electronically, which together form one Agreement.
Signatures
Consultant
Client