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Consulting Agreement

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CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the "Agreement") dated this 19th day of October, 2018

BETWEEN:

______________________ of ______________________________
(the "Client")

- AND -

______________________ of ______________________________
(the "Consultant")

BACKGROUND:

  1. The Client is of the opinion that the Consultant has the necessary qualifications, experience and abilities to provide consulting services to the Client.
  2. The Consultant is agreeable to providing such consulting services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Consultant (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

  1. Services Provided
  2. The Client hereby agrees to engage the Consultant to provide the Client with the following consulting services (the "Services"):
    • _______________________________________________________________
      _______________________________________________________________.
  3. The Services will also include any other consulting tasks which the Parties may agree on. The Consultant hereby agrees to provide such Services to the Client.
  4. Term of Agreement
  5. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term of this Agreement may be extended with the written consent of the Parties.
  6. Performance
  7. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
  8. Currency
  9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in USD (US Dollars).
  10. Compensation
  11. The Consultant will charge the Client a flat fee of $__________ for the Services (the "Compensation").
  12. The Client will be invoiced when the Services are complete.
  13. Invoices submitted by the Consultant to the Client are due within 30 days of receipt.
  14. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Consultant will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Consultant.
  15. The Compensation as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Compensation.
  16. Reimbursement of Expenses
  17. The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services.
  18. All expenses must be pre-approved by the Client.
  19. Confidentiality
  20. Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
  21. The Consultant agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Consultant has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
  22. All written and oral information and material disclosed or provided by the Client to the Consultant under this Agreement is Confidential Information regardless of whether it was provided before or after the date of this Agreement or how it was provided to the Consultant.
  23. Ownership of Intellectual Property
  24. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
  25. The Consultant may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Consultant will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
  26. Return of Property
  27. Upon the expiry or termination of this Agreement, the Consultant will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
  28. Capacity/Independent Contractor
  29. In providing the Services under this Agreement it is expressly agreed that the Consultant is acting as an independent contractor and not as an employee. The Consultant and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Consultant during the Term. The Consultant is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Consultant under this Agreement.
  30. Notice
  31. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
    1. ______________________
      ______________________________
    2. ______________________
      ______________________________

    or to such other address as either Party may from time to time notify the other, and will be deemed to be properly delivered (a) immediately upon being served personally, (b) two days after being deposited with the postal service if served by registered mail, or (c) the following day after being deposited with an overnight courier.

  32. Indemnification
  33. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
  34. Modification of Agreement
  35. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorized representative of each Party.
  36. Time of the Essence
  37. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
  38. Assignment
  39. The Consultant will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
  40. Entire Agreement
  41. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
  42. Enurement
  43. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
  44. Titles/Headings
  45. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
  46. Gender
  47. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  48. Governing Law
  49. This Agreement will be governed by and construed in accordance with the laws of the State of ____________________
  50. Severability
  51. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
  52. Waiver
  53. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this 19th day of October, 2018.

 

_______________________________
______________________(Client)

 

_______________________________
______________________(Consultant)


Consulting Agreement Information

Alternate Names:

A Consulting Agreement is also known as a/an:

  • Consulting Contract
  • Business Consultant Agreement
  • Independent Contractor Agreement
  • Freelance Agreement

What is a Consulting Agreement?

A Consulting Agreement is a type of Service Agreement that can be used by individuals and organizations to create an agreement between a client and a consultant.

This written contract outlines the terms of a given service between the consultant and client including obligations, responsibilities, payment details, intellectual property rights, and more.

What is a consultant?

A consultant, also referred to as a freelancer or contractor, is a business or individual that provides professional services or advice to a client or company in exchange for compensation.

A consultant generally specializes in a particular area or industry, such as marketing, human resources, engineering, etc.

When should I use a Consulting Agreement?

If you are a consultant, you should use the contract before rendering any services to another individual, business, or organization in exchange for monetary compensation.

A consultant may use an agreement to protect his or her interests and ensure he or she gets paid by the customer by outlining a formal written agreement of the services being provided.

If you are a customer, you should use a Consulting Agreement when hiring a consultant to perform any service for you or your business.

A customer may choose to use a Consulting Agreement when hiring a contractor to protect company information through non-disclosure clauses.

What should you look for in a Consulting Agreement?

For a well-rounded agreement between a consultant and a company, the contract should include terms that deal with consultant and company information, service terms, compensation details, confidentiality expectations, and intellectual property rights. These sections are explained in more detail below:

Customer and Service Provider Information

The consulting contract contains basic contact information for both the customer and service provider.

Service Details

A clear description of the services provided by the consultant is outlined in the contract, including the duration of the agreement.

The consultant and client can also agree to a reasonable notice period (e.g. 30 days) where either party can terminate the contract with written notice.

Compensation Details

The contract includes terms about how much and when the customer will pay the contractor in exchange for his or her services (including regular invoicing and retainers). This agreement can be customized to address late payments and interest rates.

The client and consultant can also decide whether or not the consultant will be reimbursed for reasonable, work-related expenses like travel and gas.

Confidentiality, Non-Solicitation, and Non-Compete Clauses

The Consulting Agreement contains provisions about confidentiality. These terms help to prevent a consultant from disclosing sensitive material about the customer or company (such as client lists, marketing campaigns, etc.) for a designated period of time.

It also addresses non-solicitation and non-competition terms, whereby the consultant is restricted from competing unfairly or soliciting business from the customer.

Intellectual Property and Ownership of Created Works

Generally, the consulting contract will address whether the ownership rights in any intellectual property created during the course of the service supplied by the consultant will belong to the customer or the consultant upon completion. The agreement can be tailored so that the parties can choose whether the consultant or the client will retain ownership of the developed work.

For instance, if a visual artist is commissioned to contribute work towards the development of a film (e.g. concept art, storyboards, etc.) and the contract states that the work is a "work for hire", then the copyright in that work will belong to the client, not the artist.

Related Documents:

  • Independent Contractor Agreement: a written contract that spells out the terms of the working arrangement between a contractor and customer
  • Service Agreement: a general service contract covering the terms of services between two parties
  • Employment Contract: a written contract created by employers that outlines the obligations, responsibilities, and other details of a job for a new employee
  • Employee Privacy Policy: a document that describes an employee's privacy rights and in which circumstances their personal information can be disclosed

Related Articles:

Employees vs. Independent Contractors

How to Hire an Employee

How to Fire an Employee

A Guide to New Employee Forms

Frequently Asked Questions:

Consulting Services Agreement FAQ

Sample Consulting Agreement

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