CONSULTANT AGREEMENT

CONSULTANT AGREEMENT

BETWEEN

____________________________(CONSULTANT)

AND

____________________________(COMPANY)

____________________________________________________________________________­­­­­_________

THIS AGREEMENT is made on the …………..day of……….20……., (hereinafter “Effective Date”) by the Company and the Consultant (collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

In consideration of covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

1. Term: This agreement shall be valid from _________________until ____________________.

• Services: The Consultant shall provide Information Technology (IT) security consultation services to the Company. The Consultant shall perform their services professionally, faithfully, diligently, per this agreement, and per acceptable industry standards.

• Payment: For the Services rendered, the Company shall compensate the Consultant with (select one)

☐ $______________per hour

☐$___________________one off payment.

• Autonomy: Except as otherwise provided in this Agreement, the Consultant will have full control over working time, methods, and decision-making in relation to the provision of the services per the Agreement. The Consultant will work autonomously and not at the direction of the Company. However, the Consultant will be responsive to the reasonable needs and concerns of the Company.

• Expenses: Unless otherwise stated, the Consultant shall be responsible for all expenses related to providing the Services under this Agreement. This includes but is not limited to supplies, equipment, taxes, and other costs.

• Relationship of the Parties: The relationship of the parties hereto is that of an independent contractor. The Parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this Agreement or the transactions contemplated thereby. The Consultant and the Company understand that it is the Consultant’s sole responsibility for withholding, accruing, and paying all income taxes, withholding taxes, continued service under this Agreement taxes, social security, and other taxes and amounts required by law for the payment made to the independent Consultant herein and all payments to their personnel if any.

• Non-assignment: The Company shall not transfer or assign this agreement without the Consultant’s consent. However, the Consultant may transfer or assign this agreement or subcontract its obligations hereunder at any time without the Company’s consent. If the Consultant does so, anyone to whom the Consultant transfers, assigns, or subcontracts any or all of its obligations will have all of the Consultant’s rights with respect to such obligations.

• Liability: THE COMPANY DOES NOT ASSUME ANY RESPONSIBILITY OR LIABILITY FOR ANY ACT OR OMISSION OR OTHER PERFORMANCE RELATED TO THE SERVICES, INCLUDING ANY ACT OR OMISSION BY ITS CONTRACTORS OR SUBCONTRACTORS, OR FOR THE ACCURACY OF THE INFORMATION PROVIDED AS PART OF THE SERVICES.  THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. IN THE EVENT THAT THE CONSULTANT IS HELD LIABLE UNDER THIS AGREEMENT, THEIR TOTAL LIABILITY SHALL NOT EXCEED ANY AMOUNTS PAID BY THE COMPANY TO THE CONSULTANT HEREIN.

• Confidentiality: All non-public, confidential or proprietary information of the Consultant, disclosed by the Consultant to the Company, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by the Consultant in writing. Upon the Consultant’s request, the Company shall promptly return all documents and other confidential materials received from the Consultant. The Consultant shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Company at the time of disclosure, or (c) rightfully obtained by the Company on a non-confidential basis from a third party. In addition, this Agreement is confidential and cannot be divulged to third parties, unless as provided by law, without the written consent of the Consultant.

1. Further Assurances: The Company hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.

1. Force Majeure: For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement.

1. Termination
2. Either Party may terminate this Agreement, at any time upon giving the other Party no less than ________notice in writing. If a Party wishes to terminate the contract with less than this stated period, the other Party reserves the right to charge costs that they have already paid in advance or incurred.
3. The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
4. Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.

1. Dispute resolution: Parties agree to settle disputes under this Agreement through (select one)

☐Negotiation                          ☐Mediation                     ☐Arbitration                          ☐Litigation.

1. Company’s acknowledgments: The Company acknowledges that they have been provided with the opportunity to negotiate this agreement and to seek legal counsel before signing this agreement. In addition, the Company acknowledges that they have entered into this agreement with the capacity and authority to contract freely and voluntarily and intend to be legally bound herein.

1. General provisions
2. This Agreement may be amended only by the written consent of the Parties hereto.
3. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
4. This Agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. The parties will exercise utmost good faith in this Agreement.
5. Except where otherwise provided, failure by the Consultant to enforce any of these terms or conditions shall not be a waiver of their right to enforce them. No waiver by the Consultant of any breach of, or of compliance with, any condition or provision of this Agreement by the Company shall be considered a waiver of any other condition or provision or of the same condition or provision at another time.
6. This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which constitute the same instrument.
7. The Article and Section headings in this Agreement are for convenience, and they form in no part of this Agreement and shall not affect its interpretation.
8. Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
9.  Any references herein to the masculine gender or the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
10. This Agreement shall be governed in all respects by the laws of Switzerland and its Courts without regard to its conflict of law provisions.
11. Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the following addresses (including email) or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.

Company: ____________________________________________________________________________

Consultant: ___________________________________________________________________________

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as set forth below.