THIS CONSULTING AGREEMENT (the "Agreement") is made and entered into as of the ________ day of ________________, ________.
THE CLIENT:
_________
of _________
(the "Client")
THE CONSULTANT:
_________
of _________
(the "Consultant")
A. The Client considers the Consultant to possess the necessary qualifications, experience, and abilities to provide the services described herein; and
B. The Consultant agrees to provide such services to the Client upon the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein, the receipt and sufficiency of which are hereby acknowledged, the Client (hereinafter referred to as the "Client") and the Consultant (hereinafter referred to as the "Consultant", and collectively referred to as the "Parties"), agree as follows:
1. The Client hereby engages the Consultant to provide the following services to the Client (the "Services"):
a. .
2. The Services may also include such other tasks as may be mutually agreed upon in writing by the Parties.
3. The term of this Agreement (the "Term") shall commence on the date written above of this Agreement and shall continue until the Services are completed, subject to earlier termination as provided herein. The Term may be extended by mutual written agreement of the Parties.
4. The Parties shall do all things reasonably necessary to give effect to this Agreement.
5. Unless otherwise stated in this Agreement, all sums referred to herein are in pounds sterling (£).
6. The Client shall be charged by the Consultant a flat fee of £ for the Services herein provided under this Agreement (the "Payment").
7. The Consultant shall provide the Client with an invoice when the Services are completed.
8. All Invoices shall be submitted by the Consultant to the Client upon receipt.
9. The Consultant shall be responsible for all income tax liabilities and National Insurance contributions (or similar taxes) relating to the Payment, and shall indemnify the Client against any such payments the Client is required to make.
10. The Consultant shall not be entitled to reimbursement for any expenses incurred in connection with the provision of the Services under this Agreement.
11. "Trade Secrets" means any secret and proprietary data, information, techniques, processes, tools, mechanisms, formulae, compounds, patterns, or test results relating to the Client's business, the disclosure of which could reasonably be expected to harm the Client and which provide the Client with a competitive advantage.
12. The Consultant shall not disclose, divulge, reveal, report, or use, for any purpose, any Trade Secrets obtained by the Consultant, except as authorised by the Client or as required by law. These obligations shall apply during the Term and shall survive the termination of this Agreement indefinitely.
OWNERSHIP OF INTELLECTUAL PROPERTY
13. All intellectual property and related materials, including any Trade Secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design, and trade name (the "Intellectual Property") developed or produced under this Agreement shall be the sole property of the Client. The Client's use of the Intellectual Property shall be unrestricted.
14. The Consultant shall not use the Intellectual Property for any purpose other than as expressly provided in this Agreement, except with the prior written consent of the Client. The Consultant shall be liable for any and all losses, costs, damages, and expenses arising from any unauthorised use of the Intellectual Property.
15. The Consultant shall return to the Client all property, documents, records, and confidential information in the Consultant's possession or control that belong to the Client, on the expiry or termination of this Agreement.
CAPACITY/INDEPENDENT CONSULTANT
16. When providing the Services under this Agreement, the Consultant expressly acts as an independent consultant and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, but constitutes a contract for services.
17. Unless otherwise stated in this Agreement, the Consultant may, at its sole discretion, engage a subconsultant to perform some or all of its obligations under this Agreement. The Client shall not engage any third parties to assist with the provision of the Services.
18. If the Consultant engages a sub-contractor:
a. The Consultant shall be responsible for the sub-contractor's fees, and the Payment shall remain payable by the Client to the Consultant.
b. For the purposes of the indemnity provisions of this Agreement, the sub-contractor shall be deemed to be an agent of the Consultant.
19. Unless otherwise stated in this Agreement, the Consultant shall have sole control over the working time, methods, and decision-making related to the Services provided under this Agreement. Further, the Client shall allow the Consultant to work autonomously. Lastly, the Consultant shall be responsive to the Client's reasonable needs and concerns.
20. Except as otherwise provided in this Agreement, the Consultant shall, at its own expense, provide all equipment, software, materials and any other supplies necessary to deliver the Services in accordance with the Agreement.
21. The Parties acknowledge that this Agreement is non-exclusive and that either Party is free, both during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
22. All notices, requests, demands, or other communications required or permitted by this Agreement must be in writing and delivered to the Parties at the following addresses:
_, _______
_____, _______
However, the Parties may send notifications to such other addresses as the Parties may from time to time notify the other.
23. Each Party agrees to indemnify and hold harmless the other Party to the extent permitted by law, except to the extent paid in settlement from any applicable insurance policies, and its respective affiliates, officers, agents, employees, successors, and permitted assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, and reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, successors, and permitted assigns that occurs in connection with this Agreement. This indemnification survives the termination of this Agreement.
MODIFICATION OF AGREEMENT
24. No amendment or modification of this Agreement, nor any additional obligation assumed by either Party in connection with this Agreement, will be binding unless it is in writing and signed by each Party or their authorised representative.
25. Time is of the essence. No extension or variation of this Agreement will constitute a waiver of this provision.
26. The Consultant must not, whether voluntarily or by operation of law, assign or otherwise transfer its obligations under this Agreement without the Client's prior written consent.
27. The Parties agree that no representation, warranty, collateral agreement, or condition affects this Agreement except as expressly provided in it.
28. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, successors, and permitted assigns.
29. Headings are for convenience only and do not affect the interpretation of this Agreement.
30. Words in the singular include the plural and vice versa. Words in the masculine include the feminine and vice versa.
31. This Agreement shall be governed by and construed under the laws of England.
32. If any provision of this Agreement is held to be invalid or unenforceable, in whole or in part, the remaining provisions will remain valid and enforceable, with the invalid or unenforceable part severed from this Agreement.
33. No waiver by either Party of any breach, default, delay, or omission by the other Party of any provision of this Agreement will be construed as a waiver of any subsequent breach of the same or any other provision.
IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this ________ day of ______________, .
_______
Date: _________________________ | |
________________
_____
Date: _________________________ | |
+44 8081757671 
