consulatancy agreement

Precedent 2.9 Consultancy Agreement


CONSULTANCY AGREEMENT


DATE: [ ] 200[ ]


BETWEEN:

“CONSULTANT”: [ ] of [ ]; and

“CLIENT”: [ ] of [ ].


1 Agreement

1.1 The parties have entered into this agreement (“the Agreement”) for the regulation of the appointment of the Consultant for the period of [ ] (“the Term”) and services as set out in [ ] to be provided to the Client in accordance with the terms of this Agreement (“the Services”).
1.2 The parties acknowledge that this Agreement contains the whole agreement between the parties and that neither party has relied on any oral or written representations (other than set out expressly in this Agreement) made to it by the other or any of its employees or agents having made its own investigations into all relevant matters.

2 Services
2.1 The Client pursuant to the Contract engages the Consultant to provide the Services to the Client and the Consultant agrees to provide the Services for the Term upon the terms and subject to the conditions of the Contract.
2.2 Unless otherwise agreed by the parties in writing, the Client shall at its own expense supply the Consultant with all necessary documents and materials (“the Documents”), and all necessary data or other information relating to the Services, within sufficient time to enable the Consultant to provide the Services in accordance with this Contract.
2.3 The Services shall insofar as is reasonably practicable be provided in accordance with the requirements set out in [the Schedule] but subject to this Contract and shall be performed at such times as the Consultant shall in its sole discretion decide.
2.4 The Client shall afford to the Consultant all reasonable co-operation in all matters relating to the performance of the Consultant’s obligations under the Contract.
2.5 Throughout the Term of the Contract the Client shall afford the Consultant such access to the Client’s information or records and other materials relevant to the Services as the Consultant may require in connection with or to provide the Services.
2.6 The Client shall be responsible for complying with all laws and regulations including particularly in connection with the collection, use and disclosure of data under or pursuant to this Contract and shall comply with the UK Data Protection Act 1998 or equivalent (where applicable).
2.7 The Consultant does not warrant, guarantee or undertake any matter on behalf of any third party supplier or service provider.
2.8 The property, copyright and any other intellectual property rights in any Client’s Documents shall belong to the Client. The property, copyright and any other intellectual property rights in any the Consultant’s documents or materials shall belong to the Consultant, subject only to the right of the Client to use the Consultant’s documents and materials during the Term.
2.9 The Client warrants that any Client Material and its use by the Consultant for the purpose of providing the Services will not infringe the copyright or other rights of any third party, and the Client shall indemnify the Consultant against any loss, damages, costs, expenses or other claims arising from any such infringement.
2.10 The parties agree not at any time during the Term to divulge or allow to be divulged to any person any confidential information relating to the business or affairs of the other party to this Contract save as provided by law or with the other party’s prior written consent.

3 Fees, Expenses and Charges
3.1 Subject to any special terms agreed in writing by the parties, the Client shall pay the consultancy fees and charges from time to time for the provision of the Services as set out in the [Schedule] (“the Fees”).
3.2 The Consultant shall not be entitled to vary the Fees at any time during the duration of the Contract without prior written approval of the Client.
3.3 All Fees and sums quoted payable to the Client under the Contract are exclusive of any VAT, for which the Client shall be additionally liable at the applicable rate from time to time.
3.4 The Client shall also be responsible for all expenses together with such additional sums which are agreed between the Consultant and the Client for the provision of the Services and any Additional Services or which, in the Consultant’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Client documents or material or any other cause attributable to the Client.
3.5 The Fees and any additional sums payable shall be paid in full by the Client into such account as the Consultant shall reasonably instruct from time to time.
3.6 If payment is not made on the due date, the Consultant shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of [ %] above the base rate from time to time of [ ] Bank plc from the due date until the outstanding amount is paid in full.
3.7 The Client shall reimburse the Consultant for all out of pocket expenses, incurred by it in connection with the Services for the Client
3.8 The Consultant will not be obliged to provide Services unless all Fees and disbursements due to it in relation to the provision of the Services are received as provided in this Contract.

4 Warranties and Liability
4.1 The Consultant warrants to the Client that the Services will be provided using reasonable care and skill.
4.2 All dates, periods or times specified in this Contract are estimates only and time shall not be of the essence for the performance by either party of its obligations under this Contract.
4.3 The Consultant specifically undertakes at all times to keep confidential any of the Client’s confidential information (including this document, the lists or specific customer details and information relating to the Client’s business or affairs) and specifically not to disclose (whether or not for profit) such lists or information to any competitor of the Client or any other person, firm or company engaged in similar activity during the Term and at any time following the date of expiry or termination of the Contract.
4.4 The entire liability of the Client to the Consultant under or in connection with this Contract shall not in any event exceed the amount of the Fees paid by the Client to the Consultant for the provision of the Services.
4.5 The Consultant agrees to indemnify and keep the Client fully and effectually indemnified from and against any loss claim or liability whatsoever incurred or suffered by the Client as a result of negligence or any default by the Consultant (or its employees, agents or representatives) of its obligations however arising in connection with the Services.
4.6 Except in respect of death or personal injury caused by the Client’s negligence, or as expressly provided in this Contract, the Client shall not be liable to the Consultant by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of anticipated savings, business revenues or profits (whether categorised as direct or indirect), or any indirect, special or consequential loss (including losses arising from business interruption, wasted management time, loss of goodwill, data and all other such loss whether or not arising in the normal course of business), damages, costs, expenses or other claims.
4.7 Each of the Client and the Consultant shall be released from their respective obligations and shall not be liable to the other or be deemed to be in breach of the Contract by reason of any delay in performing or any failure to perform any of their obligations under the Contract if the delay or failure was due to any circumstances or cause beyond the relevant party’s reasonable control.
4.8 Upon occurrence of a force majeure event, the parties shall use reasonable endeavours to resolve and minimize any delay but at the discretion of the Client, this Contract shall be terminated without further liability.

5 Termination
5.1 The Contract may be terminated:
5.1.1 forthwith by either party if the other commits any material breach of any term of this Contract and which (in the case of a breach capable of being remedied) shall not have been remedied within thirty (30) days of a written request to remedy the same;
5.1.2 any time upon service of [ ( )] months’ notice by either party in writing to the other;
5.1.3 forthwith by the Consultant if the Client fails to make payment of any sums due hereunder on the due date;
5.1.4 forthwith by either party if the other shall become unable to pay its debt or otherwise suffer insolvency events;
5.1.5 forthwith by the Client upon notice to the Consultant, in the event that the Client or its employees or agents shall engage in any conduct prejudicial to the business of the Client or in the event that the Client reasonably considers that a conflict or potential conflict of interest has arisen between the parties.
5.2 Any termination of the Contract pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to under the Contract or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision which is expressly or by implication intended to come into or continue in force on or after such termination.

6 Notices
6.1 Any notice or other communications to be given under the Contract shall be in writing and may be delivered by hand or sent by first class prepaid recorded delivery post (or if the recipient is in another country by prepaid airmail) to the relevant address(es) stated in the Contract (or to such other address as the addressee may from time to time have notified for that purpose) or sent by facsimile transmission.
6.2 Communications shall be deemed to have been received, if delivered by hand at the time of delivery, if posted, three (3) working days (ten (10) working days if prepaid airmail) after posting, and if sent by fax transmission, at the date of transmission.

7 Miscellaneous
7.1 All other warranties terms and conditions, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
7.2 In the event of any conflict between the provisions of this Contract and the Schedule, this Contract shall prevail.
7.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
7.4 The parties acknowledge and agree that the Contract shall not establish or constitute any relationship of partnership, joint venture, franchise or agency between the parties except as otherwise expressly provided or agreed and neither party shall have the power to bind the other without the other’s prior written consent.
7.5 The Consultant shall act with the utmost good faith towards the Client and the Consultant agrees to maintain accurate records and to disclose in writing any relevant facts relating to potential conflicts of interest to the Client.
7.6 The Consultant shall not assign all or any of its rights or obligations under this Contract without the written consent of the Client.
7.7 References to the Consultant include its personal representatives, permitted assigns and successors in title.
7.8 Each party warrants its power to enter into the Contract and has obtained all necessary approvals to do so.
7.9 Except as expressly provided (including in respect of indemnity), the parties do not intend any term of this Contract to create any rights or benefits to any other party other than the parties to the Contract or to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 but this does not affect any right or remedy of any third party which exists or is available apart from the Act.
7.10 If any provision of the Contract or this Contract is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Contract or this Contract and the remainder of the provision in question shall not be affected.
7.11 Reference to any statute or statutory provisions shall be deemed to include any statutory modifications or re-enactments thereof or any rules or regulations made thereunder or any enactment repealing and replacing the Act referred to.
7.12 Unless the context otherwise requires, words importing the singular shall include the plural and vice versa; words importing the masculine gender shall include the feminine gender and vice versa; and references to persons shall include bodies of persons whether corporate or incorporate.

8 Law
8.1 English law shall apply to this Contract, and the parties submit to the exclusive jurisdiction of the English courts.


SIGNED by the parties as indicated on the front page of this document or the Contract

SIGNED by [____________________]
[a duly authorised officer for and on
behalf of [ ]]
[in the presence of:]


SIGNED by [____________________]
[a duly authorised officer for and on
behalf of [ ]]
[in the presence of:]