CONSULTANT AGREEMENT

CONSULTANT AGREEMENT

This Consultant Agreement (this “Agreement”) is made effective as of _____________ by and between _______________________ (the “Client”), of _________________, _________________, __________________________________, and _______________________ (the “Consultant”), of _________________, _________________, and __________________________________. In this Agreement, the party who is contracting to receive the services shall be referred to as “Client”, and the party who will be providing the services shall be referred to as “Consultant.”

  1. DESCRIPTION OF SERVICES. The Consultant will provide the following services (collectively, the “Services”): ___________________________
  2. PAYMENT FOR SERVICES. The Client will reimburse the Consultant a fee of $ _______________ for the services provided. Half the amount is due before commence of the work and the remainder is due upon completion of the work. 
  3. EXPENSES. Any expenses such as filing fees incurred by the Consultant other than Consultancy charges will be paid by the Client. The expenses will be pre-approved by Client. 
  4. TERM/TERMINATION.  This Agreement will commence on the effective date and terminate when the Consultant finishes rendering their services and the Client pays the full contractual amount. 
  5. RELATIONSHIP OF PARTIES. It is understood by the parties that the Consultant is an independent Contractor with respect to the Client, and not an employee or partner of the Client. The Client will not provide fringe benefits, including health insurance benefits, paid vacation, or any other employee benefit, for the benefit of the Consultant.

It is contemplated that the relationship between the Consultant and the Client shall be a non-exclusive one. The Consultant also performs services for other organizations and/or individuals. The Client has no right to further inquire into the Consultant’s other activities.

  1. CLIENT’S CONTROL. The Client has no right or power to control or otherwise interfere with the Consultant’s mode of effecting performance under this Agreement. The Client’s only concern is the result of the Consultant’s work, and not the means of accomplishing it. Except in extraordinary circumstances and when necessary, the Consultant shall perform the Services without direct supervision by the Client.
  2. PROFESSIONAL CAPACITY. The Consultant is a professional who uses their own professional and business methods to perform services. The Consultant has not and will not receive training from the Client regarding how to perform the Services.
  3. PERSONAL SERVICES NOT REQUIRED. The Consultant is not required to render the Services personally and may employ others to perform the Services on behalf of the Client without the Client’s knowledge or consent. If the Consultant has assistants, it is the Consultant’s responsibility to hire them and to provide materials for them.
  4. NO SET WORK HOURS. The Consultant has no set hours of work. There is no requirement that the Consultant work full time or otherwise account for work hours.
  5. CONFIDENTIALITY. Consultant may have had access to proprietary, private and/or otherwise confidential information (“Confidential Information”) of the Client. Confidential Information shall mean all non-public information which constitutes, relates or refers to the operation of the business of the Client, including without limitation, all financial, investment, operational, personnel, sales, marketing, managerial and statistical information of the Client, and any and all trade secrets, customer lists, or pricing information of the Client. The nature of the information and the manner of disclosure are such that a reasonable person would understand it to be confidential. The Consultant will not at any time or in any manner, either directly or indirectly, use for the personal benefit of the Consultant, or divulge, disclose, or communicate in any manner any Confidential Information. The Consultant will protect such information and treat the Confidential Information as strictly confidential. This provision shall continue to be effective after the termination of this Agreement. Upon termination of this Agreement, the Consultant will return to the Client all Confidential Information, whether physical or electronic, and other items that were used, created, or controlled by the Consultant during the term of this Agreement. This Agreement is in compliance with the Defend Trade Secrets Act and provides civil or criminal immunity to any individual for the disclosure of trade secrets: (i) made in confidence to a federal, state, or local government official, or to an attorney when the disclosure is to report suspected violations of the law; or (ii) in a complaint or other document filed in a lawsuit if made under seal.
  6. INJURIES. The Consultant acknowledges the Consultant’s obligation to obtain appropriate insurance coverage for the benefit of the Consultant (and the Consultant’s employees, if any). The Consultant waives any rights to recovery from the Client for any injuries that the Consultant (and/or Consultant’s employees) may sustain while performing services under this Agreement and that are a result of the negligence of the Consultant or the Consultant’s employees. Consultant will provide the Client with a certificate naming the Client as an additional insured party.
  7. INDEMNIFICATION. The Consultant agrees to indemnify and hold harmless the Client from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against the Client that result from the acts or omissions of the Consultant, the Consultant’s employees, if any, and the Consultant’s agents.
  8. NO RIGHT TO ACT AS AGENT. An “employer-employee” or “principal-agent” relationship is not created merely because (1) the Client has or retains the right to supervise or inspect the work as it progresses in order to ensure compliance with the terms of the contract or (2) the Client has or retains the right to stop work done improperly. The Consultant has no right to act as an agent for the Client and has an obligation to notify any involved parties that it is not an agent of the Client.
  9. ENTIRE AGREEMENT. This Agreement constitutes the entire contract between the parties. All terms and conditions contained in any other writings previously executed by the parties regarding the matters contemplated herein shall be deemed to be merged herein and superseded hereby. No modification of this Agreement shall be deemed effective unless in writing and signed by the parties hereto.
  10. WAIVER OF BREACH. The waiver by the Client of a breach of any provision of this Agreement by Consultant shall not operate or be construed as a waiver of any subsequent breach by Consultant.
  11. SEVERABILITY. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
  12. APPLICABLE LAW. This Agreement shall be governed by the laws of the State of California. 

IN WITNESS WHEREOF, the Parties agree to be bound as follows:

CLIENT

Name: _______________________

Signature: ________________________

Date: _______________________

CONSULTANT

Name: _______________________

Signature: ________________________

Date: _______________________

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