Consultancy Agreement

Parties

This agreement is dated the date on which it is signed by the last of the parties.

This agreement is made between [Client] (the "Client") and [Consultant (the firm or individual giving the advice)] (the "Consultant").

Key Terms

"Services" means [Services (the advice and support the Consultant will give, itemized)].

"Start Date" means [Start Date].

"Term" means 12 months from the Start Date.

"Fees" means [Fees].

"Payment Period" means 30 days after receipt of a proper invoice.

"Liability Cap" means the total Fees paid or payable under this agreement in the 12 months before the event giving rise to the claim.

"Key Personnel" means [Key Personnel (the named individuals who will provide the Services)].

"Fee Cap" means [Fee Cap (maximum Fees without further approval)].

Interpretation

Where a party is an individual, "it," "its," and "itself" refer to that individual; a reference to a party's officers, board, governing documents, or being duly organized applies only to a party that is an entity; and a reference to a party becoming insolvent includes, for an individual, becoming the subject of a bankruptcy case or any equivalent proceeding in any jurisdiction.

Services

The Client engages the Consultant on a non-exclusive basis to provide the Services from the Start Date for the Term. The Consultant must perform the Services in a professional and workmanlike manner, with the care and skill of a qualified consultant providing similar services, using appropriately qualified personnel, and in compliance with applicable law and any reasonable site and security rules the Client gives it in advance.

Advice

The Services are provided for the Client's own use and for the purpose for which they were requested. The Client remains responsible for its own business decisions, including whether and how to act on any advice. The Consultant may rely on information the Client provides without verifying it, unless the Consultant knows or should reasonably suspect that it is inaccurate or incomplete. No one other than the Client may rely on the Consultant's advice without the Consultant's prior written consent.

Key Personnel

The Consultant must provide the Services principally through the Key Personnel. It must not replace any of them without the Client's prior written consent, which the Client must not unreasonably withhold, except where the person is unavailable because of illness, leave or the end of their engagement with the Consultant. Any replacement must be suitably qualified and experienced, and the Consultant must bear the cost of any handover.

Client Responsibilities

The Client must give the Consultant, on a timely basis, the information, access, decisions, and cooperation the Consultant reasonably needs to perform the Services, and must ensure that the information it provides is accurate and complete in all material respects. The Consultant is not responsible for delay or additional cost to the extent caused by the Client's failure to do so, and the parties must agree any reasonable adjustment to the schedule or Fees that results.

Changes

Either party may propose a change to the Services. A change binds the parties only once both have agreed it in writing, including any change to the timetable or Fees. Until then, the Consultant must continue to provide the Services as agreed.

Conflicts of Interest

The Consultant may provide services to others during the Term, as long as doing so does not conflict with its obligations under this agreement or involve any use of the Client's Confidential Information. The Consultant must promptly disclose to the Client in writing any actual or potential conflict of interest. If the parties cannot agree on measures that manage the conflict to the Client's reasonable satisfaction, either party may terminate this agreement immediately by written notice.

Fees and Payment

The Client must pay the Fees and the expenses described in this clause. Where Fees are charged by time, a day means 8 hours of work, and partial days are billed pro rata. The Consultant must keep accurate records of the time spent on the Services and provide them with each invoice and at any other time on reasonable request. The Fees exclude sales, use, and similar taxes, which the Client must pay where properly chargeable, other than taxes on the Consultant's income.

The Consultant may invoice monthly in arrears. The Client must pay each proper invoice within the Payment Period. If the Client disputes an invoice in good faith, it must notify the Consultant promptly with its reasons and pay the undisputed portion when due, and the parties must try promptly to resolve the dispute.

The Consultant must not incur Fees above the Fee Cap without the Client's prior written approval, and the Client is not required to pay Fees above the Fee Cap that it has not approved. The Consultant must tell the Client promptly if it expects the Fee Cap to be insufficient.

The Client must reimburse reasonable travel and other out-of-pocket expenses properly incurred in performing the Services, if the Client approved them in writing in advance and the Consultant provides receipts or other reasonable documentation with the relevant invoice.

The Client must pay each invoice by the date it is due under this agreement or, if no date applies, within 30 days after the Services are completed. Once the Consultant has started the Services, the Client may not require the Consultant to accept less than the agreed Fees, or to provide additional services or rights, as a condition of timely payment. The Consultant must submit a list of the Services rendered within 10 days after the end of each calendar month. The Client must keep a copy of this agreement for at least six years.

The Client must pay each invoice by the date it is due under this agreement or, if no date applies, within 30 days after the Services are completed. Once the Consultant has started the Services, the Client may not require the Consultant to accept less than the agreed Fees, or to provide additional services or rights, as a condition of timely payment. The Consultant must submit a list of the Services rendered within 10 days after the end of each calendar month. The Client must keep a copy of this agreement for the period that law requires.

Independent Contractor

The Consultant is an independent contractor and not an employee, partner, joint venturer, or agent of the Client. The Consultant controls the manner, means, and hours of performing the Services, subject to the agreed schedule, provides its own equipment, and may offer its services to the public. Neither the Consultant nor its personnel are eligible for the Client's employee benefits. The Consultant is solely responsible for its personnel and for all income, self-employment, payroll, and similar taxes on amounts paid to it, and must provide the tax forms the Client reasonably requests for its reporting obligations. The Consultant has no authority to bind the Client.

The Consultant confirms that it is a business entity or sole proprietor customarily engaged in an independently established business of the same nature as the Services; that it maintains a business location separate from the Client's, holds any business license the law requires, advertises its services to the public, and is free to contract with other businesses; that it negotiates its own rates and sets its own hours and place of work; and that it provides the Services to the Client and not to the Client's customers. The Consultant must notify the Client promptly if any of these statements stops being true.

Intellectual Property

"Work Product" means the reports, advice documents, presentations, analyses, and other materials the Consultant creates specifically for the Client in performing the Services. "Consultant Materials" means the materials, methods, tools, templates, and know-how the Consultant owned before this agreement or develops independently of the Services. The Client grants the Consultant a non-exclusive, royalty-free license to use the materials the Client provides, solely to perform the Services.

The Consultant assigns, and agrees to assign, to the Client all right, title, and interest, including all intellectual property rights, in the Work Product, excluding the Consultant Materials. The Consultant grants the Client a non-exclusive, perpetual, irrevocable, royalty-free license to use, copy, and modify any Consultant Materials included in the Work Product, as part of the Work Product, for the business purposes of the Client and its affiliates. The Consultant must obtain written assignments from its personnel sufficient to give effect to this clause and must sign any document the Client reasonably requests to confirm the Client's rights. The Consultant may continue to use its general skills and experience.

The assignment to the Client under the Intellectual Property clause does not apply to an invention that the Consultant develops entirely on the Consultant's own time without using the Client's equipment, supplies, facilities or trade secret information, except an invention that (a) relates, when it is conceived or reduced to practice, to the Client's business or its actual or demonstrably anticipated research or development, or (b) results from any work the Consultant performs for the Client. This clause is the written notice described in California Labor Code section 2872, given to the extent California Labor Code section 2870 applies to this agreement; it does not make the Consultant an employee of the Client.

Confidentiality

"Confidential Information" means non-public information that one party or its affiliates disclose to the other in connection with this agreement and that is marked or would reasonably be understood to be confidential. Each party must protect the other's Confidential Information with at least reasonable care, use it only to perform or receive the Services, and disclose it only to its personnel, professional advisers, and permitted subcontractors who need to know it and are bound by equivalent confidentiality obligations, or where required by law after giving prompt notice if legally permitted. These obligations do not apply to information that the recipient can show is or becomes public through no fault of its own, was lawfully known to it without restriction, is independently developed, or is lawfully received from a third party without restriction. These obligations continue for 5 years after this agreement ends and, for trade secrets, for as long as they remain trade secrets.

Under 18 U.S.C. § 1833(b), an individual is not held criminally or civilly liable under any federal or state trade secret law for disclosing a trade secret (a) in confidence to a federal, state, or local government official, directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or (b) in a complaint or other document filed in a lawsuit or other proceeding, if that filing is made under seal. An individual who files a lawsuit for retaliation for reporting a suspected violation of law may disclose the trade secret to the individual's attorney and use it in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose it except under court order.

Neither party may name the other as a client or vendor, or describe the Services, in any publicity without the other's prior written consent.

Privacy and Data Security

Each party must comply with applicable privacy and data security laws. Where the Consultant processes personal information on the Client's behalf, it must: process it only to perform the Services and on the Client's documented instructions; not sell or share it, or retain, use, or disclose it for any other purpose; maintain reasonable administrative, technical, and physical safeguards; ensure that any subcontractor that processes it is bound by equivalent written terms; notify the Client without undue delay of any security breach affecting it; and return or delete it when the Services end unless the law requires its retention. The parties must sign any additional terms applicable privacy law requires for a service provider or processor.

Compliance

Each party must comply with all laws that apply to its performance of this agreement, including anti-corruption, sanctions, and export control laws. The Consultant must not offer, give, request, or accept any bribe or other improper payment in connection with this agreement, and the Client may terminate this agreement immediately by written notice if the Consultant breaches this clause.

Insurance

The Consultant must maintain professional liability (errors and omissions) insurance of at least $1,000,000 per claim and $2,000,000 in the aggregate with reputable insurers during the Term and for 3 years after it ends, together with any insurance the law requires, and must provide certificates of insurance on reasonable request.

Warranties

Each party warrants that it has full power and authority to enter into and perform this agreement. The Consultant warrants that it and its personnel hold the licenses and qualifications the law requires to perform the Services, and that, to its knowledge, the Work Product, other than material the Client provides, will not infringe any third party's intellectual property rights. The Consultant does not warrant that any particular result will be achieved unless this agreement expressly says so. Except as expressly stated in this agreement, each party disclaims all other warranties, express or implied, including implied warranties of merchantability and fitness for a particular purpose.

Intellectual Property Indemnity

The Consultant must defend the Client against any third-party claim that the Client's use of the Work Product in accordance with this agreement infringes or misappropriates that third party's intellectual property rights, and pay the damages and costs finally awarded or agreed in settlement, except to the extent the claim arises from material the Client provided, a modification the Consultant did not make, or combination with items the Consultant did not provide. The Client must notify the Consultant of the claim promptly, give the Consultant sole control of the defense and settlement, and provide reasonable cooperation at the Consultant's expense.

Liability

Nothing in this agreement limits or excludes either party's liability for fraud, gross negligence, or willful misconduct, for bodily injury or death caused by its negligence, or for any other liability that cannot be limited or excluded under applicable law.

Except for the liabilities described above in this Liability clause, neither party is liable to the other for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, revenue, or goodwill, arising out of or relating to this agreement, even if advised of their possibility. Each party's total liability arising out of or relating to this agreement will not exceed the Liability Cap. This clause does not limit the Client's obligation to pay the Fees and expenses properly due.

Term and Termination

This agreement starts on the Start Date and continues for the Term, unless terminated earlier under this agreement. The parties may extend the Term by written agreement.

Either party may terminate this agreement at any time by giving the other at least 30 days' written notice.

Either party may terminate this agreement immediately by written notice if the other party materially breaches it and, where the breach can be cured, fails to cure it within 30 days after receiving written notice describing the breach, or if the other party becomes insolvent, makes a general assignment for the benefit of creditors, has a receiver appointed, or becomes the subject of any bankruptcy proceeding that is not dismissed within 60 days. If the Consultant is an individual, this agreement ends automatically on the Consultant's death, and the Client may terminate it immediately by written notice if the Consultant is unable, because of illness or incapacity, to perform the Services for more than 30 consecutive days.

When this agreement ends: the Consultant must stop performing the Services and deliver to the Client the Work Product produced up to that date; each party must return or destroy the other's Confidential Information on request, except copies the law requires it to keep; and the Client must pay the Fees for Services performed, and expenses properly incurred, up to that date. Termination does not affect rights accrued before it. The Interpretation, Advice, Intellectual Property, Confidentiality, Warranties, Liability, Notices, General, and Governing Law and Forum clauses survive termination, as do the Client's obligation to pay Fees and expenses accrued up to that date, the Independent Contractor clause as it allocates responsibility for taxes, and, where this agreement includes them, the Intellectual Property Indemnity clause, the Privacy and Data Security clause, the Insurance clause for the period it states after this agreement ends, and the Non-Solicitation clause for the period it states, together with any other provision that by its nature should survive.

Non-Solicitation

During the Term and for 12 months afterwards, neither party may, without the other's prior written consent, solicit for employment or engagement any employee or individual contractor of the other who was materially involved in the Services. General advertising not targeted at those people, and hiring a person who responds to it, are not restricted.

Force Majeure

Neither party is liable for delay or failure in performing its obligations, other than payment obligations, caused by events beyond its reasonable control. The affected party must notify the other promptly and use reasonable efforts to minimize the effect. If the event prevents performance for more than 60 days, either party may terminate this agreement by written notice.

Notices

A notice under this agreement must be in writing and delivered by hand, by nationally recognized overnight courier, or by email to the Client at [Client notice address and email] or to the Consultant at [Consultant notice address and email], or to any other address a party designates by notice. A notice is effective on delivery, except that an email received outside the recipient's normal business hours is effective on the next business day.

General

Neither party may assign or delegate this agreement, or subcontract the Services, without the other's prior written consent, which may not be unreasonably withheld, except that either party may assign this agreement to a successor in a merger, reorganization, or sale of all or substantially all of its business or assets that assumes this agreement in writing. The Consultant remains responsible for the acts and omissions of its subcontractors.

This agreement is the entire agreement between the parties about its subject matter and supersedes all prior agreements and understandings about it. An amendment or waiver is effective only if in writing and signed by the party against whom it is enforced. A failure or delay in exercising a right is not a waiver of it. If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the rest of this agreement remains in effect. There are no third-party beneficiaries of this agreement. This agreement may be signed in counterparts and electronically.

Governing Law and Forum

This agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Each party submits to the exclusive jurisdiction of the state and federal courts located in the county in which the Client has its principal place of business for any action arising out of or relating to this agreement, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its Confidential Information or intellectual property.