Consultancy Agreement A Consultancy Agreement defines terms for consulting services, specifying consulting scope, deliverables, payment, and intellectual property rights related to the consulting work.
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.
2.1. 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").
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").
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.
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.
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.
5.1. 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.
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.
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.
8.1. 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.
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.
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