Jul 10,2020 | 15 min read

Did You Know about CONSULTANCY AGREEMENTS?

Consultancy agreement benefits both the company and the consultant. It covers all the aspects related to the tasks to be performed within said timelines. The agreement helps to avoid misunderstandings on the part of both the consultant and the company. It also serves as a legal document in the event of any dispute between the consultant and the company.

 

 CONSULTANCY AGREEMENT TEMPLATE

This Agreement is entered into effective as of____________, 

By and between

(Party A) having its registered Office at, (Address)  (hereinafter referred to as “The Consultant) (which expression shall unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors and assigns) of the one part. 

and 

(Party B). having its Registered Office at (Address), (hereinafter referred) to as “The Company” (which expression shall, unless repugnant to the context or meaning thereof, mean and include their successors and assigns) of the other part; 

WHEREAS, the Company is engaged in the business of [description of business];

WHEREAS  the Consultant offers consulting services in the area of _____________and

WHEREAS, the Company desires to retain the services of the Consultant to render consulting services with regard to (Scope of consulting services) according to the terms and conditions herein.

NOW, THEREFORE, In consideration of the mutual covenants and promises made by the parties hereto, the Consultant and the Company (individually, each a “Party” and collectively, the “Parties”) covenant and agree as follows:

1. NATURE OF CONSULTING SERVICES

It is agreed and understood by the parties to this Agreement that, for all purposes, during the Consulting Term, the Consultant shall serve solely as an independent contractor of the Company and shall not be an employee of the Company in any capacity. Nothing in this Agreement shall be interpreted or construed as creating or establishing the relationship of employer and employee between the Consultant and Company. 

As an independent contractor, the Consultant shall accept any directions issued by the Company pertaining to the goals to be attained and the results to be achieved by him, but shall be solely responsible for the manner and hours in which he will perform his services under this Agreement and shall not be entitled to any employee or fringe benefits available to employees of the Company

2. OBLIGATION OF CONSULTANT

2.1 Standards of Performance :The Consultant shall perform the Services and carry out its obligations hereunder with all due diligence, efficiency and economy, in accordance with generally accepted professional techniques and practices, and shall observe sound management practices, and employ appropriate advanced technology and safe and effective equipment, machinery, materials and methods. 

2.2 The Consultant shall provide the Deliverables specified therein in conformity with the time schedule decided among the parties.

2.3 The Consultant shall perform the Services in accordance with the Applicable Laws.

2.4 Consultant shall provide prompt and efficient Services and fulfill all its obligations in a manner consistent with the terms and conditions of this Agreement 

3. OBLIGATIONS OF THE PARTIES

The parties will, at all times: a. act reasonably in performing their obligations and exercising their rights under this Contract; b. diligently perform their respective obligations under this Contract; and c. work together in a collaborative manner.

4. SCOPE OF SERVICES 

Consultant will provide the services, including any reports, documentation and/or other deliverables (the "Services") described in___attached to and made a part of this Agreement.

During the Consulting Term , the Consultant agrees to devote such time as is reasonably necessary to the business and affairs of the Company to discharge the responsibilities assigned to the Consultant hereunder with the care an ordinarily prudent person in a like position would exercise under the circumstances and to use its best efforts to perform faithfully and efficiently such responsibilitie

5. FEES & PAYMENTS

5.1 The Company agrees to pay a fee in accordance with _________for availing Services (“Consideration”).

5.2  The Company shall pay as per the agreed rates decided between the parties in net____days from submission of undisputed completed Invoice by the Consultant at the end of each month.

5.3. Failure of the Company to make payment within the time period given in Clause 5.2 shall be considered as a material breach of the Agreement and the Company shall be liable to make payment at the interest rate of ___ per year from due date for the undisputed and accepted invoice till the date of payment.

6.  SERVICE DELIVERABLES/TIMELINE

Consultant will perform Services promptly and will meet all time commitments and within scope of services as stated herein above this Agreement or as mutually agreed between the Parties hereto.

7.   DEFICIENCY IN SERVICES

7.1 Services will be performed in a professional manner, consistent with industry standards, and will be free of deficiencies and defects in materials, workmanship, design and/or performance.

7.2 Services will conform to any specifications described in ____________and will be fit and sufficient for the purposes expressed in or reasonably inferred from this Agreement.

7.3 Company reserves the right to inspect Services at any time prior to acceptance.

8. DAMAGES

In case any error or variation is detected in the work & their  reports submitted by the Consultant and such error or variation is the result of negligence or lack of due diligence on the part of the Consultant, the consequential damages thereof shall be quantified by the Company in a reasonable manner and recovered from the Consultant by way of deemed liquidated damages, subject to a maximum of the Agreement Value.

9.  TERM & TERMINATION

This Agreement shall be effective on the date  ____________hereof (“Effective Date”) and shall continue for a year from the Effective Date, unless terminated sooner in accordance with this Agreement.

Either party shall have the right to terminate this Agreement with immediate effect, if:

9.1  The other party fails to perform any material obligations under this Agreement, and   such failure continues unheeded for a period of 30 days following receipt of written notice of such failure;

9.2  By giving one month/s notice to other party, with or without assigning any reason;

9.3  The Consultant breaches any of its confidentiality obligations or fails to provide the standard of performance of services that substantially meets Company’s reasonable expectations;

10.  RECTIFICATION OF NON-COMPLIANT SERVICES

10.1 If the Company notifies the Consultant that all or part of the Services do not meet the Performance Criteria,

10.1.1  the Consultant must take all necessary steps to ensure that the Services are promptly corrected

10.1.2  give notice to the Company when the Services have been corrected

10.1.3. allow the Company to repeat the assessment of all or part of the Services against the Performance Criteria, within ______Business Days after the date of the notice or such other time as agreed between the parties in writing.

11.  CONFIDENTIALITY

Neither Party will use, copy, adapt, alter or part with possession of any information of the other which is disclosed or otherwise comes into its possession under or in relation to this Agreement and which is of a confidential nature. This obligation will not apply to information which the recipient can prove was in its possession at the date it was received or obtained or which the recipient obtains from some other person with good legal title to it or which is in or comes into the public domain otherwise than through the default or negligence of the recipient or which is independently developed by or for the recipient.

12.  INTELLECTUAL PROPERTY

The Parties acknowledge and agree that the Consultant will hold all intellectual property rights in any work product resulting from the Consulting Services including, but not limited to, copyright and trademark rights. The Consultant agrees not to claim any such ownership in such work product’s intellectual property at any time prior to or after the completion and delivery of such work product

13.  LIMITATION OF LIABILITY

In no event shall parties, board members, partners shall be liable for special, incidental, indirect or consequential damages, damages from distribution of accumulated sale proceeds or such loss, cost of damages, arising out of or in connection with this Agreement.

14.  INDEMNITY

 _________ shall be hereby agrees to defend, indemnify and hold harmless the ________________ from and against any and all suits, actions, claims, judgements, debts, demands, losses, claims, obligations or rights of action of any kind or nature arising from breach of the terms and conditions.

15.  GOVERNING LAWS AND JURISDICTION

15.1    This Agreement shall be governed and construed in accordance with the laws of India, and any disputes therein shall fall within the exclusive jurisdiction of the courts in Delhi, India.

15.2   Before approaching any court of law in New Delhi, both Parties shall first endeavor to resolve disputes arising in relation to this Agreement amicably by conducting a joint meeting between their respective authorized persons or business heads failing which they will be referred to Arbitration by a mutually appointed and agreed Sole Arbitrator to be appointed under the Indian Arbitration and Conciliation Act, 1996. The seat and venue of arbitration shall be in Delhi, India. The award of the arbitral tribunal shall be final, conclusive and binding upon the parties.

16.  FORCE MAJEURE

Notwithstanding anything to the contrary contained herein, neither party shall be liable for any delays or failures in performance resulting from acts beyond its reasonable control including, without limitation, acts of God, acts of war or terrorism, shortage of supply, breakdowns or malfunctions, interruptions or malfunction of computer facilities, or loss of data due to power failures or mechanical difficulties with information storage or retrieval systems, labor difficulties or civil unrest. Notwithstanding the foregoing, in the event of such an occurrence, each party agrees to make a good faith effort to perform its obligations hereunder.

17.  ASSIGNMENT

Neither Party shall assign or transfer all or any part of its rights under this Agreement without the consent of the other Party.

18.  NON- SOLICITATION or NON-COMPETE

During the term of this Agreement and for _________months thereafter, the Consultant will not, directly or indirectly, recruit, solicit, or induce, or attempt to recruit, solicit, or induce, any of the Company’s employees, or contractors for work at another company.

19.  RELATIONSHIP OF PARTIES

The Parties acknowledge and agree that the Services performed by the consultant shall be in the capacity of the independent contractor and that nothing in this Agreement shall be deemed to constitute a partnership, joint venture, agency relationship or otherwise between the parties.

20. WAIVER

No waiver of any provision of this Agreement or any right or obligation of a party will be effective unless in writing, signed by the parties.  The failure of either party to enforce a right will not constitute a waiver.

21.  SURVIVAL

21.1 Termination of this agreement will not relieve either party of any claims against it that arise under this agreement before the agreement is terminated.

21.2 Clause _____________shall survive post termination of this Agreement.

22.  REMEDIES OF BREACH

Consultant acknowledges that if he or she breaches any obligation under this Agreement, including a breach of provisions regarding confidentiality, non-solicitation and intellectual property, the Company will suffer immediate and irreparable harm and damage and that a remedy at law would be inadequate.  Consultant therefore agrees that upon such breach or threatened breach of any obligation under this Agreement, in addition to any and all legal remedies, Company shall be entitled to obtain any injunctive relief available, in order to prevent or restrain any such breach by Consultant or by Consultant’s partners, agents, representatives, servants, Consultants, and/or any and all persons directly or indirectly acting for or with Consultant.

23. AMENDMENT

    This Agreement may not be amended for any other reason without the prior written agreement of both Parties. 

24.  NOTICES

Any notice required or permitted under the terms of this Agreement or required by statute, law or regulation will (unless otherwise provided) be in writing and will be delivered in person, sent by facsimile or registered mail (properly posted and fully prepaid in an envelope properly addressed) or sent by facsimile or by e-mail to the respective parties as stated hereunder.

 IN WITNESS WHEREOF,

 the Parties hereto have caused this Agreement to be signed in their respective names as of the day and year first above written.

SIGNED, SEALED AND DELIVERED                       SIGNED,  SEALED AND DELIVERED

 For and on behalf of  Company                                                   For and on behalf of Consultant: :                                                                                                           

 (Signature)                                                                                     ( Signature)

 (Name)                                                                                              (Name)

 (Designation)                                                                                    (Designation)

 In the presence of:

 1.                                                                                                         2.

 


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