Draft
Consultancy Agreement
This Consultancy
Agreement (“Agreement”) is hereby made and entered into on this ___ day of ___________
2021 (“Effective Date”) by and between: ________________, son of
_____________________, aged ___ years and residing at _________________
(hereinafter referred to as "Consultant" which term shall include his
successors and heirs) of the First Part;
And
_______________________________________________, a company incorporated under
the laws of India with its registered office at
_________________________________________, (hereinafter referred to as the
“Company”) of the Second Part;
The Consultant and the
Company are each hereinafter referred to as a “Party” and collectively, as the
“Parties”.
BACKGROUND
1. The Company, which
is in the business of ______________, desires to procure and the Consultant has
agreed to provide certain consultancy and advisory services.
2. This Agreement sets
forth the terms and conditions applicable to the provision of the consultancy
services by the Consultant. NOW THEREFORE, in consideration of the mutual
agreements and covenants hereafter set forth, the Parties hereto agree as
follows:
1. Services
The __________________
agrees to provide certain consultancy and advisory services (“Services”) to the
____________________ in accordance with the terms set out in this Agreement and
the consideration for the same shall be as set forth under Clause ______. The
Services shall include advisory, mentorship and strategic advice for the
__________________ of the ___________________ and to assist the _____________in
developing its business strategy and _______________________________.
2. Term
This Agreement shall
come into force on the Effective Date and shall continue to be valid for-___________]
months (“Term”) unless terminated earlier in accordance with this Agreement.
3. Payment Terms
The consideration is
exclusive of all taxes under applicable law. The ____________shall be
responsible for payment of all applicable taxes for the Services rendered
hereunder
The Parties shall pass
a resolution in the meeting of its Board of Directors to be duly entered in the
minutes book and signed and sealed by the authorized representative(s), to agree upon the terms and conditions
attached this agreement and in respect
of all other actions or deeds required to be done by either Party to give
effect to this agreement.
4. Confidentiality
Each Party understands
and acknowledges that it may receive Confidential Information (“Receiving
Party”) of the other Party (“Disclosing Party”) during the term of this
Agreement. The Receiving Party shall not disclose the Disclosing Party’s
Confidential Information to a third party without the Disclosing Party’s prior
written consent. Further, the Receiving Party shall only share Confidential
Information with such of its employees and representatives who have a need to
know the Confidential Information in relation to the Receiving Party’s
obligations under this Agreement and who are subject to confidentiality
obligations which are no less onerous than contained in this Agreement.
“Confidential
Information” shall mean any confidential or proprietary information, of a
Party, in any form, including but not limited to the information relating to
the such Party’s past, present or future advice, services, research and
development or business activities (and the terms of this Agreement), that is,
manifestly of a confidential nature.
Confidential
Information shall not include information that is:
a. publicly available
prior to this Agreement or is made publicly available by the Disclosing Party
without restriction;
b. rightfully received
by the Receiving Party from third parties without accompanying confidentiality
obligations;
c. already in the Receiving Party’s possession
and was lawfully received from sources other than the Disclosing Party;
d. independently
developed by the Receiving Party. The confidentiality obligations under this
Agreement shall continue for a period of ________ years following disclosure
thereof irrespective of whether this Agreement is terminated or not.
Each Party acknowledges
that any breach of its obligations under this Clause 4 shall be construed to be
a material breach of this Agreement. Each Party further acknowledges and agrees
that, in the event of a breach or threatened breach of any provision of this
section, the Disclosing Party may have no adequate remedy in damages and, accordingly,
is entitled, without waiving any other rights or remedies, to seek such
injunctive or equitable relief against the Receiving Party as may be deemed
proper by a court of competent jurisdiction.
5. Warranty and
Disclaimers
(a) The Consultant
warrants to the ________________ that he:
(i) has all necessary
rights and authority to enter into and perform this Agreement;
(ii) has no conflict of
interest in respect of any third party obligations that he is bound by, in
performance of this Agreement.
(b) The Consultant
hereby disclaims, and the _____________ expressly waives all other conditions,
representations and guarantees, whether express or implied, arising by law,
custom, oral or written statements of the Consultant or third parties
including, but not limited to, any warranty of fitness for particular purpose
except to the extent expressly provided in this agreement.
6. Termination
Either Party may
terminate this Agreement by issuing a written notice of termination to the
other Party________ days in advance of such intended termination. The
Consultant shall not be liable to refund any amount in respect of the services
or part thereof, upon earlier termination of this Agreement, provided that such
termination was not for reasons of breach or default on part of the Consultant.
7. Nature of
Relationship
The Consultant is
engaged by the Company in the capacity of an independent contractor to render
the Services in accordance with the terms of this Agreement. Nothing in this
Agreement shall be construed to mean that the Consultant is an employee,
worker, agent or partner of the Company. Nothing in this Agreement shall be
construed to have created a joint venture between the Parties.
8. Limitation of
Liability
In
no event shall the Consultant be liable to the Company, its employees or any
person acting on its behalf, whether in contract, tort (including negligence)
or otherwise for any loss of goodwill, any loss of business, profits or
revenue, loss of operation time, increased costs or wasted expenditure, damages
of any kind including special, indirect, incidental, consequential, punitive,
exemplary, or tort damages arising out of or relating to this Agreement. The
maximum aggregate amount that the Company or any Party claiming through it can
recover from the Consultant for all claims arising from, under or relating to
this Agreement (whether in contract, tort including negligence or otherwise)
will in no event exceed the ________% of value of the services performed under
this Agreement till the date on which such claim arose.
9. Force Majeure
Neither Party shall be
responsible for delays or failures in performance resulting from acts of god,
acts of civil or military authority, fire, flood, strikes, war, epidemics,
shortage of resources, or other acts or causes reasonably beyond the control of
such Party.
The Party experiencing the force majeure event
agrees to give the other Party notice promptly following the occurrence of a
force majeure event, and to use diligent efforts to provide the services as promptly
as commercially practicable.
10. Non-exclusivity
The Services provided
by the Consultant under this Agreement is not exclusive to the Company and the
Consultant shall have the right to enter into similar arrangements with any
third party without the knowledge or consent of the Company. Nothing in this
Agreement shall prevent the Consultant from being engaged, concerned or having
any financial or other interest in any capacity in the same or any other
business or entity during the term of this Agreement as long as such activity
does not cause a breach of the obligations of the Consultant under this
Agreement.
11. Entire agreement
This Agreement sets
forth the entire agreement of the parties with respect to the subject matter
hereof, and supersedes all prior oral and written agreements, understandings,
representations, conditions and all other communications relating thereto.
12. Severability
If any provision of
this Agreement is held to be unenforceable or invalid, the other provisions
shall continue in full force and effect.
13. Governing Law
and Dispute Resolution
This Agreement shall be
interpreted in accordance with the substantive laws of India, exclusive of any
choice of law provisions.
a) The Parties shall undertake
reasonable steps to settle all disputes on an amicable basis, invoking the
management of the respective Parties where appropriate and if the dispute is
not resolved within three (3) months, arbitration proceedings will be initiated
and Parties of BOTH the Part of __________ have mutually agreed and confirmed
appointment of Mr.__________________ as the “SOLE ARBITRATOR”. The venue of
arbitration shall be _____________and the language used shall be English. The
arbitration costs shall be equally shared between the Parties.
b) Any dispute arising
under this Agreement shall be within the sole and exclusive jurisdiction of
competent courts in ____________________.
IN WITNESS WHEREOF, the
Parties have executed this Agreement on the Effective Date____________.
Place:
Date:
(Authorised
Signatory)
(Authorised Signatory)
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