CONSULTANT AGREEMENT

CONSULTANT AGREEMENT

This Consultant Agreement (the “Agreement”) is made and entered into as of [Date] (the “Effective Date”) by and between:

[Your Company Name] [Your Address] [City, State, ZIP] [Country] (“Consultant”)

and

[Client’s Company Name] [Client’s Address] [City, State, ZIP] [Country] (“Client”)

(collectively referred to as the “Parties”).

RECITALS

WHEREAS, the Client, a company organized and existing under the laws of India, is engaged in the distribution of products within India;

WHEREAS, the Client desires to engage the services of the Consultant to assist in procuring and facilitating the distribution of products in India;

WHEREAS, the Consultant, having the necessary expertise and resources, is willing to provide consulting services to the Client in accordance with the terms and conditions set forth herein;

WHEREAS, the Parties wish to establish the terms governing their relationship and the compensation to be provided to the Consultant for their services;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and intending to be legally bound, the Parties agree as follows:

  1. SCOPE OF SERVICES
    • Consulting Services:
      • The Consultant shall provide consulting services to the Client for the purpose of facilitating the procurement and distribution of products in India.
      • The scope of services shall be as described in Exhibit A attached hereto.
  1. COMMISSION
    • Commission Percentage:
      • In consideration of the services provided by the Consultant, the Client agrees to pay the Consultant a commission equal to 5% of the net purchasing amount of the orders placed by the Client with the manufacturers of the products, after deducting any applicable taxes or other deductions required by Indian law.
    • Commission Calculation:
      • The commission shall be calculated based on the purchasing amount of each order placed by the Client with the manufacturers, as specified in Exhibit B attached hereto.
  1. PAYMENT TERMS
    • Commission Payment:
      • The Client shall pay the commission to the Consultant no later than 50 days after the goods have been shipped by the manufacturers.
      • Payment shall be made in the currency specified by the Consultant, to the bank account designated by the Consultant.
    • Late Payment:
      • In the event that the Client fails to make the commission payment within the specified timeframe, the Client shall pay interest on the outstanding amount at a rate of 5% per annum until the payment is made in full.
  1. ARBITRATION AND JURISDICTION
    • Arbitration:
      • Any disputes arising out of or in connection with this Agreement shall be finally settled under the Rules of Arbitration of the Swiss Chambers’ Arbitration Institution by one or more arbitrators appointed in accordance with the said rules.
      • The place of arbitration shall be XXX. The language of the arbitration shall be English.
    • Jurisdiction:
      • The Parties hereby submit to the exclusive jurisdiction of the courts of XXX  for any legal proceedings arising out of or in connection with this Agreement.
  1. TERMINATION
    • Termination for Convenience:
      • Either party may terminate this Agreement for any reason by providing written notice to the other party.
    • Termination for Cause:
      • Either party may terminate this Agreement with immediate effect in the event of a material breach by the other party, provided that the breaching party has failed to cure such breach within [number of days] days after receiving written notice specifying the nature of the breach.
    • Effect of Termination:
      • In the event of termination, the Client agrees to pay the Consultant the commission for an additional 12 months from the termination date, based on any orders placed with the manufacturers during that period.
  1. ANNEXURE
    • Manufacturer/Product List:
      • The Parties shall maintain an annexure (Exhibit B) to this Agreement, which lists the manufacturers and products covered by this Agreement.
      • The Parties may amend the annexure by mutual agreement, adding or removing manufacturers and products as necessary.
  1. PRODUCT LIABILITY
    • Limitation of Liability:
      • The Consultant shall not be liable for any product quality issues, recalls, or any other product-related matters.
      • The Client acknowledges and agrees that any such issues shall have no impact on the Consultant’s commission, and the Consultant shall not be responsible for any refunds, replacements, or liabilities arising from such issues.
  1. CONFIDENTIALITY
    • Confidential Information:
      • During the term of this Agreement, the Parties may have access to each other’s confidential and proprietary information.
      • The Parties agree to treat all confidential information received from the other Party as strictly confidential and to use it solely for the purposes of this Agreement.
    • Non-Disclosure:
      • The Parties shall not disclose or make available any confidential information to any third party without the prior written consent of the disclosing Party, except as required by law.
    • Return of Information:
      • Upon termination or expiration of this Agreement, each Party shall promptly return or destroy all confidential information received from the other Party, including any copies or reproductions thereof, unless otherwise agreed in writing.
  1. INDEPENDENT CONTRACTOR
    • Independent Contractor Relationship:
      • The Parties agree that the Consultant is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, employment, or agency relationship between the Parties.
    • Taxes and Benefits:
      • The Consultant shall be solely responsible for the payment of all taxes, including income tax, and any other contributions or obligations arising from the compensation received under this Agreement.
      • The Consultant shall not be entitled to any employee benefits provided by the Client.
  1. NOTICES
    • Method of Notice:
      • Any notices or communications required or permitted to be given under this Agreement shall be in writing and shall be delivered personally, sent by registered mail, or transmitted by email or other electronic means to the addresses specified in this Agreement or as subsequently designated by the Parties in writing.
  1. ENTIRE AGREEMENT
    • Entire Agreement:
      • This Agreement, including all exhibits and annexures attached hereto, constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether oral or written.
    • Amendment:
      • No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.
  1. GOVERNING LAW
    • Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of [State], [Country], without regard to its conflict of laws principles.

IN WITNESS WHEREOF, the Parties have executed this Consultant Agreement as of the Effective Date first above written.

[Your Company Name]

By: ___________________________

Name: _________________________

Title: __________________________

 

[Client’s Company Name]

By: ___________________________

Name: _________________________

Title: __________________________

Date: ___________________________

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT A – SCOPE OF SERVICES

  1. Market Research and Analysis
    • Conduct comprehensive market research to identify potential manufacturers and suppliers of products suitable for the Indian market.
    • Analyze market trends, consumer preferences, and competitive landscape to provide insights and recommendations for product selection and positioning.
  2. Manufacturer and Supplier Engagement
    • Assist the Client in establishing connections and initiating negotiations with manufacturers and suppliers.
    • Facilitate the communication and coordination between the Client and manufacturers/suppliers to ensure efficient and effective procurement processes.
  3. Product Procurement and Order Placement
    • Advise on product selection, pricing strategies, and terms of trade to optimize procurement efficiency and cost-effectiveness.
    • Assist in preparing purchase orders, including specifications, quantities, and delivery requirements, and ensure timely submission to manufacturers/suppliers.
  4. Compliance and Regulatory Support
    • Provide guidance on Indian regulations, customs, import/export requirements, and any applicable legal obligations related to product procurement and distribution.
    • Assist in ensuring compliance with all relevant regulatory requirements, including product labeling, documentation, and quality standards.
  5. Logistics and Supply Chain Management
    • Offer expertise and support in logistics planning, including transportation, warehousing, and inventory management to ensure timely and efficient product delivery within India.
    • Coordinate with manufacturers/suppliers, freight forwarders, and other relevant parties to monitor shipment status and resolve any logistics-related issues.
  6. Sales Performance Analysis and Reporting
    • Monitor and analyze sales performance, market trends, and other relevant metrics to provide regular reports and recommendations for optimizing sales and distribution strategies.
    • Collaborate with the Client to identify opportunities for product expansion, pricing adjustments, and marketing initiatives based on market feedback and data analysis.
  7. Ongoing Consulting and Support
    • Provide ongoing consulting and support to the Client, addressing any queries, challenges, or opportunities related to product procurement and distribution in India.
    • Stay informed about industry developments, market dynamics, and regulatory changes to offer proactive advice and insights.
  8. Additional Services
    • Any additional consulting services mutually agreed upon between the Parties in writing shall be incorporated into this Exhibit A and deemed part of the scope of services

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

EXHIBIT B – LIST OF MANUFACTURERS/PRODUCTS

The following is a detailed list of manufacturers and corresponding products included in this Agreement, for which the Consultant is entitled to receive a commission based on the net purchasing amount. This list may be amended or expanded by mutual agreement of the Parties:

Manufacturer 1:

  • Product A: Description of the product and its specifications.
  • Product B: Description of the product and its specifications.
  • Product C: Description of the product and its specifications.

Manufacturer 2:

  • Product D: Description of the product and its specifications.
  • Product E: Description of the product and its specifications.

Manufacturer 3:

  • Product F: Description of the product and its specifications.

The Parties acknowledge that this list is not exhaustive and may be subject to amendment, modification, or expansion to include additional manufacturers and products as mutually agreed upon during the term of this Agreement. Any amendments or additions to this Exhibit B shall be executed in writing by authorized representatives of both Parties and attached hereto as part of this Agreement.

The commission payable to the Consultant for each manufacturer/product shall be based on the net purchasing amount of the respective products as specified in Section 2 (Commission) of this Agreement. The Parties shall maintain accurate records of the commission calculations for each manufacturer/product and provide necessary documentation and supporting information as requested by either Party.

By signing this Agreement, the Parties acknowledge their understanding of the initial list of manufacturers/products and their commitment to collaborate in updating and expanding the list as required to reflect the Consultant’s commission-eligible engagements.

Note: This Exhibit B is an integral part of the Agreement and shall be read in conjunction with the main body of the Agreement.

 

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