Free Consulting Agreement - Canada

Free Consulting Agreement - Canada

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Consulting Agreement - Canada

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Consulting Agreement - Canada

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A Consulting Agreement may be used for consulting services or work that is on a single project or fixed term basis.


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CONSULTING AGREEMENT

THIS CONSULTING AGREEMENT (the "Agreement") dated this 23rd day of October, 2017

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 October 23, 2017, 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. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
  7. Performance
  8. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
  9. Currency
  10. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in CAD (Canadian Dollars)
  11. Compensation
  12. The Consultant will charge the Client a flat fee of $0.00 for the Services (the "Compensation").
  13. The Client will be invoiced when the Services are complete.
  14. Invoices submitted by the Consultant to the Client are due within 30 days of receipt.
  15. 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.
  16. 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.
  17. Reimbursement of Expenses
  18. The Consultant will be reimbursed from time to time for reasonable and necessary expenses incurred by the Consultant in connection with providing the Services.
  19. All expenses must be pre-approved by the Client.
  20. Confidentiality
  21. Confidential information (the "Confidential Information") refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
  22. 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.
  23. 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.
  24. Ownership of Intellectual Property
  25. 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, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
  26. 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.
  27. Return of Property
  28. 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.
  29. Capacity/Independent Contractor
  30. 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.
  31. Notice
  32. 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.

  33. Indemnification
  34. 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.
  35. Modification of Agreement
  36. 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.
  37. Time of the Essence
  38. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
  39. Assignment
  40. 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.
  41. Entire Agreement
  42. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
  43. Enurement
  44. 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.
  45. Titles/Headings
  46. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
  47. Gender
  48. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  49. Governing Law
  50. This Agreement will be governed by and construed in accordance with the laws of the Province of ____________________
  51. Severability
  52. 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.
  53. Waiver
  54. 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 23rd day of October, 2017.

 



_______________________________
__________________________(Client)

 



_______________________________
__________________________(Consultant)


Consulting Agreement Information

A Consulting Agreement, also known as a service agreement or independent contractor agreement, is what a consultant and client use to describe the terms of a professional relationship.

Who needs a Consulting Agreement?

Either party may provide a Consulting Agreement, and you should use one if you are, or are hiring:

  • A graphic designer, writer, editor, or other service based consultant
  • A human resources, information technology, legal, financial, strategic, or operations professional on a contract basis

What information is in a Consulting Agreement?

A Consulting Agreement covers client and consultant details, payment terms, length of the contract, termination details, and more.

How does intellectual property work in a Consulting Agreement?

Intellectual property is a product of creativity, such as a piece of writing or a design, that can be trademarked, patented, or copyrighted by the creator or the owner.

The creator is the one who came up with the concept. The owner is the person who retains the trademark, patent, or copyright.

In a Consulting Agreement, if intellectual property is part of the services provided by a consultant to a client, you will need to decide who will own it after the contract has expired.

In most cases, the client retains ownership rights to the intellectual property, but the consultant may also choose to license their creation to the client, retaining ownership rights for themselves.

How do consultants get paid?

The consultant and client will need to determine a total cost for the project, payment dates, and whether either party will be penalized for late work or late payments.

Generally, a consultant will provide a client with a quote for the total cost of the work required. Once both parties are satisfied with the amount, they will need to select a payment schedule. The most common options include:

  • A one-time payment upon completion of the work
  • Scheduled payments (weekly, monthly, etc.)
  • Per invoice (provided by the consultant)

It is also recommended to discuss who will cover the cost of expenses related to the contract, such as supplies, software, travel, or other related expenditures. Often, if expenses are covered by the client, it is in one of the following ways:

  • By setting a limit to how much will be covered
  • By providing the consultant with a set amount for expenses
  • By requiring receipts for review in relation to each cost

Documents Related to a Consulting Agreement:

Frequently Asked Questions:

Consulting Services Agreement FAQ
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