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What is Consultancy Agreement?
Consultancy Agreement A Consultancy Agreement defines terms for consulting services, specifying consulting scope, deliverables, payment, and intellectual property rights related to the consulting work.
Sample template:
CONSULTANCY AGREEMENT
This Consultancy Agreement (the "Agreement") is made and entered into as of [Date], by and between Harrison Investments Inc., a corporation organized and existing under the laws of the United States, with a principal place of business at [Address] ("Client") and Olivia R Taylor, an individual with a principal place of business at [Address] ("Consultant").
1. Scope of Services
1.1. Consulting Services
Consultant agrees to provide professional consulting services (the "Services") as described in Schedule A attached hereto and incorporated herein by reference.
2. Deliverables
2.1. Performance of Services
Consultant shall perform the Services with the highest degree of professional skill and care, in compliance with the specifications and requirements set forth in Schedule A. Consultant will provide Client with all work products, materials, and results developed by Consultant in connection with the performance of the Services (collectively, the "Deliverables").
3. Term and Termination
3.1. Term
This Agreement shall commence on the Effective Date and continue for a period of [Length of Term] unless terminated earlier in accordance with Section 3.2 or extended upon the mutual written agreement of the Parties (the "Term").
3.2. Termination
Either Party may terminate this Agreement for any reason upon [Notice Duration] written notice to the other Party. In addition, either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party breaches any material term or condition of this Agreement, and such breach remains uncured for a period of [Cure Period] days following written notice thereof.
4. Payment Terms
4.1. Fees
Client shall pay Consultant for the Services performed under this Agreement at the rates specified in Schedule B, attached hereto and incorporated herein by reference. All invoices submitted by Consultant shall be due and payable within [Number of Days] days from the date of receipt by Client.
4.2. Expenses
Subject to the prior written approval of Client, Client shall reimburse Consultant for all reasonable, pre-approved out-of-pocket expenses incurred by Consultant in connection with the performance of the Services, provided that Consultant complies with Client's expense reporting policy and provides Client with written documentation of such expenses.
5. Confidentiality
5.1. Confidential Information
Each Party may disclose or make available to the other Party certain information that is not generally known to the public and that the receiving Party knows or should know is considered confidential or proprietary by the disclosing Party ("Confidential Information"). The receiving Party shall not use the other Party's Confidential Information for any purpose other than to perform its obligations or exercise its rights under this Agreement and shall not disclose any of the other Party's Confidential Information to any third party without the prior written consent of the disclosing Party.
6. Intellectual Property Rights
6.1. Ownership
Except as otherwise expressly set forth in this Agreement or Schedule A, Consultant shall retain all right, title, and interest in and to the Deliverables. Upon full payment of the fees due under this Agreement, Consultant hereby grants to Client a non-exclusive, royalty-free, fully paid-up, worldwide, sublicensable, irrevocable, and perpetual license to use, copy, modify, distribute, display, perform, and create derivative works based upon the Deliverables for any purpose.
6.2. No Infringement
Consultant represents and warrants that the Deliverables and the performance of the Services will not infringe or misappropriate any copyright, patent, trademark, trade secret, or other intellectual property rights of any third party.
7. Indemnification
Each Party (the "Indemnifying Party") shall defend, indemnify, and hold harmless the other Party, its affiliates, and their respective officers, directors, shareholders, employees, agents, and representatives (collectively, the "Indemnified Party") from and against any and all third-party claims, actions, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) directly or indirectly arising out of or in connection with any negligent or wrongful act or omission, breach of this Agreement, violation of applicable law, or infringement or alleged infringement of any third-party intellectual property rights attributable to the Indemnifying Party.
8. Governing Law and Dispute Resolution
8.1. Governing Law
This Agreement and all matters arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the United States and the applicable state laws therein, without giving effect to any conflict of laws provisions.
8.2. Dispute Resolution
Any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, or the breach, termination, or invalidity thereof, shall be settled by binding arbitration in accordance with the commercial arbitration rules of the American Arbitration Association ("AAA") then in force. The arbitration shall take place in a mutually agreeable location. The judgment rendered by the arbitrator(s) may be entered and enforced in any court having jurisdiction thereof. The prevailing Party in any arbitration or legal proceeding shall be entitled to recover from the non-prevailing Party its reasonable attorneys' fees and costs.
9. Entire Agreement
This Agreement, together with all schedules and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, and agreements, both written and oral, between the Parties with respect to such subject matter. No modifications or amendments to this Agreement shall be binding upon either Party unless made in writing and executed by both Parties.
IN WITNESS WHEREOF, each of the Parties has executed this Consultancy Agreement as of the date first above written.
Harrison Investments Inc. Olivia R Taylor
_____________________________ _____________________________
By: [Authorized Signature] By: [Authorized Signature]
Name: [Print Name] Name: [Print Name]
Title: [Print Title] Title: [Print Title]
Sections of a Consultancy Agreement
In this Consultancy Agreement, you will see the following sections:
- Scope of Services
- Deliverables
- Term and Termination
- Payment Terms
- Confidentiality
- Intellectual Property Rights
- Indemnification
- Governing Law and Dispute Resolution
- Entire Agreement
Going indepth - Analysis of each section:
- Scope of Services : This section outlines the specific consulting services that the Consultant will provide to the Client. It's like a list of tasks or responsibilities that the Consultant agrees to perform for the Client.
- Deliverables : This section describes the work products, materials, and results that the Consultant will provide to the Client as part of their services. It's like the tangible items or outcomes the Client can expect to receive from the Consultant's work.
- Term and Termination : This section specifies the duration of the agreement and the conditions under which either party can terminate the agreement. It's like the "start and end date" of the contract, along with the rules for ending the relationship early if needed.
- Payment Terms : This section outlines the fees the Client will pay the Consultant for their services, as well as any reimbursable expenses. It's like the "price tag" for the Consultant's work and any additional costs the Client agrees to cover.
- Confidentiality : This section explains how both parties will handle confidential information shared during the course of the agreement. It's like a promise to keep each other's secrets safe and not use them for any other purpose or share them with anyone else without permission.
- Intellectual Property Rights : This section clarifies who owns the rights to the work products and materials created by the Consultant during the agreement. It's like determining who gets to keep and use the "fruits" of the Consultant's labor, such as reports, designs, or software.
- Indemnification : This section explains how each party will protect the other from any legal claims or damages that may arise from their actions or negligence during the agreement. It's like a safety net that helps both parties avoid financial harm if something goes wrong.
- Governing Law and Dispute Resolution : This section establishes the laws that will govern the agreement and the process for resolving any disputes that may arise between the parties. It's like a "rulebook" for handling disagreements and deciding which court or arbitration process will be used to settle them.
- Entire Agreement : This section states that the agreement, along with any attached schedules or documents, represents the complete understanding between the parties and supersedes any previous agreements or negotiations. It's like a reminder that this contract is the "final word" on the relationship between the Client and the Consultant.
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