A comprehensive consultancy agreement template should encompass essential components to establish a clear understanding between the consultant and the client. These consultant agreement components typically include details about the scope of services, compensation, duration of the agreement, confidentiality provisions, ownership of deliverables, mutual termination of contract clauses, and any relevant governing law and jurisdiction. By covering these aspects, a well-drafted consultancy agreement template ensures that both parties understand their roles and responsibilities, minimizing potential conflicts and misunderstandings.
A consultancy agreement outlines the ownership of deliverables produced by the consultant during the engagement. It specifies that any reports, materials, or outcomes resulting from the consulting services shall be owned by the client. This ensures that the client has the right to utilize, modify, and distribute the deliverables as needed. By addressing ownership, the consulting agreement clarifies the intellectual property rights associated with the consultant's work and avoids disputes over the usage and control of the deliverables.
Confidentiality provisions in a consultancy agreement play a vital role in safeguarding sensitive information exchanged during the consulting and advisory services. These provisions outline the consultant's obligation to maintain the confidentiality of proprietary or sensitive information of the client. By including confidentiality clauses, the agreement ensures that both parties are committed to protecting sensitive data, trade secrets, and proprietary information. This contributes to a trustworthy and professional relationship and helps prevent the unauthorized disclosure of valuable information.
This agreement is made on [DATE] between [COMPANY A] with a registered address at [ADDRESS] (“the Consultant”) and [COMPANY B] with a registered address at [ADDRESS] (“the Client”).
1.1 The Client hereby engages the Consultant to provide consultancy services on the terms and conditions set out in this agreement.
1.2 The Consultant hereby accepts such engagement and agrees to provide the consultancy services to the Client on the terms and conditions set out in this agreement.
2.1 This agreement shall commence on the date it is signed by both parties and shall continue in full force and effect until [DATE], unless terminated earlier in accordance with clause 8 (Termination).
3.1 The Consultant shall provide the following services to the Client (“the Services”): [DETAIL SERVICES TO BE PROVIDED]
3.2 The Consultant shall perform the Services with the skill, care and diligence of a reasonably competent consultant.
3.3 The Consultant shall comply with all applicable laws and regulations in the performance of the Services.
3.4 The Consultant shall not without the prior written consent of the Client, enter into any commitment or incur any expense on behalf of the Client.
3.5 The Consultant shall not, without the prior written consent of the Client, disclose to any third party (other than its employees, subcontractors or professional advisers on a need-to-know basis) any confidential information of the Client. For the purposes of this clause, “confidential information” means any information or material that would, or could reasonably be expected to, prejudice the commercial position or reputation of the Client.
4.1 The Consultant warrants that:
(a) it has the necessary skills, experience and qualifications to provide the Services; (b) it will perform the Services in accordance with the terms of this agreement; and
(c) it has not entered into any agreement or arrangement which would prevent it from performing the Services in accordance with the terms of this agreement.
4.2 The Consultant further warrants that it has obtained and will maintain throughout the term of this agreement all licences, permits, authorisations and consents necessary to enable it to perform the Services.
5. Client’s obligations
5.1 The Client shall:
(a) provide the Consultant, at its own expense, with all facilities reasonably required by the Consultant to enable it to perform the Services;
(b) provide the Consultant with such information and materials as the Consultant may reasonably require in order to provide the Services;
(c) ensure that its employees, agents and contractors co-operate fully with the Consultant and provide the Consultant with such access to premises, documents, records and other information as the Consultant may reasonably require; and
(d) obtain and maintain throughout the term of this agreement all licences, permits, authorisations and consents necessary to enable the Consultant to perform the Services.
6.1 The Consultant may appoint one or more subcontractors to assist it in providing the Services.
6.2 The Consultant shall be responsible for the acts and omissions of any subcontractor appointed by it pursuant to clause 6.1.
7. Fees and expenses 7.1 The Client shall pay the Consultant’s fees and expenses in accordance with the following schedule: [DETAIL PAYMENT TERMS]
8.1 Without prejudice to any other rights or remedies to which it may be entitled, either party may terminate this agreement immediately by giving written notice to the other party if:
(a) the other party commits a material breach of any term of this agreement and (if such a breach is remediable) fails to remedy that breach within [NUMBER OF DAYS] days after being notified in writing to do so; or
(b) the other party repeatedly breaches any of the terms of this agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this agreement.
8.2 Either party may terminate this agreement by giving [NUMBER OF DAYS] days’ written notice to the other party.
8.3 Notwithstanding any other provision of this agreement, the Client may terminate this agreement immediately by giving written notice to the Consultant if the Consultant becomes insolvent or files a petition in bankruptcy or makes an arrangement with its creditors generally or if a receiver, administrator or similar officer is appointed in respect of the Consultant.
8.4 Upon termination of this agreement for any reason:
(a) all rights, duties and obligations of the parties under this agreement shall cease;
(b) the Client shall immediately pay to the Consultant any unpaid fees and expenses due and owing under this agreement; and
(c) each party shall return to the other party (or, at the other party’s request, destroy) all documents and other materials (and all copies of them) in its possession, custody or control which contain, refer to or are derived from any confidential information of the other party.
9.1 Each party acknowledges that in the course of performing its obligations under this agreement it may have access to confidential information of the other party. 9.2 Each party undertakes that it will not at any time disclose to any person any confidential information of the other party, unless:
(a) such disclosure is necessary for the performance of its obligations under this agreement;
(b) such information is or becomes publicly known other than through any act or omission of the receiving party;
(c) such disclosure is required by law, court order or the rules of any applicable stock exchange; or
(d) the prior written consent of the other party is obtained.
9.3 This clause 9 shall survive termination of this agreement.
10.1 Notwithstanding any other provision of this agreement, neither party excludes or limits its liability for:
(a) death or personal injury caused by its negligence; (b) fraud or fraudulent misrepresentation; or
(c) any other liability which may not be lawfully excluded or limited.
10.2 Subject to clause 10.1, neither party shall be liable to the other party, whether in contract, tort (including negligence) or otherwise, for any loss of profits, loss of business, depletion of goodwill or similar losses or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising.
10.3 Subject to clause 10.1, the total liability of each party to the other party in respect of all other losses arising under or in connection with this agreement, whether in contract, tort (including negligence) or otherwise, shall in no circumstances exceed an amount equal to the total fees paid or payable by the Client to the Consultant under this agreement.
10.4 This clause 10 shall survive termination of this agreement.
11. No Partnership or Agency
11.1 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party.
12. Entire Agreement
12.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
12.2 Each party acknowledges that in entering into this agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
13.1 No variation of this agreement shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
14.1 A waiver of any right under this agreement is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach of that right or any other right.
15.1 If any provision or part-provision of this agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of this agreement.
16.1 Any notice or other communication given to a party under or in connection with this agreement shall be in writing, addressed to that party at its registered office or such other address as that party may have specified to the other party in writing in accordance with this clause for such purpose and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or email.
16.2 A notice or other communication shall be deemed to have been received: (a) if delivered personally, when left at the address referred to in clause
16.1; (b) if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; (c) if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; (d) if sent by fax, one Business Day after transmission; or (e) if sent by email, one Business Day after transmission.
16.3 This clause 16 shall not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
17. Third party rights
17.1 No one other than a party to this agreement, their successors and permitted assignees, shall have any right to enforce any of its terms.
18. Governing law
18.1 This agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of [COUNTRY].
19.1 Each party irrevocably agrees that the courts of [COUNTRY] shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this agreement or its subject matter or formation (including non-contractual disputes or claims).