HOSPITALITY CONSULTING AND MANAGEMENT AGREEMENT

April 11, 2023

HOSPITALITY CONSULTING AND MANAGEMENT AGREEMENT

This Consulting Agreement entered into on _____________________, by and between ______________________________ (“the Client”) of ________________________and _______________________ (the “Consultant”) of _________________________. Individually referred to as “Party” and collectively referred to as “Parties”.

RECITALS

WHEREAS, the Client has the following business: ___________________

WHEREAS, the Consultant has expertise and experience in Hospitality Management;

WHEREAS, Client would like to engage Consultant in setting up their hospitality business;

NOW, therefore, in consideration of the promises and covenants herein, the receipt and sufficiency of which is hereby acknowledged, the parties do agree as follows:

  1. SERVICES

The Consultant will provide the following services: _________________

  • LOCATION

Consultant will render the Services at the following location: __________________

  • STANDARD OF CONDUCT

In rendering consulting services under this Agreement, Consultant shall conform to high professional standards of work and business ethics. Consultant shall not use time, materials, or equipment of the Company without prior written consent of the Client.

  • FEES AND EXPENSES

The Client agrees to pay Consultant the agreed fees for the provision of the Services, subject to the following terms and conditions:

  1. Invoice Interval: The Consultant will be entitled to invoice the Client at the following time period: Monthly.
  2. Invoice Period: The Client shall have the following time period in which to pay the Consultant’s invoice: _______________
  3. Method of Payment: Consultant will accept the following forms of payment: ________________
  4. Expenses: The Consultant is permitted to charge for all reasonable and necessary costs and expenses incurred in performing the Services, including but not limited to traveling, photocopying, courier services and postage, subject to agreement from the Client.
  5. Penalties. If the Client does not pay the invoiced or required amount by the date stated in the invoice or as otherwise provided for in this Agreement, the Consultant shall be entitled to:
  6. Charge interest on the outstanding amount at the rate of ________% yearly
  7. Require Client to pay for the Services, or any remaining part of the Services, in advance;
  8. Cease performance of the Services completely or until payment is made, at the Consultant’s sole and exclusive discretion.
  9. TAXES

Consultant shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement, and shall be responsible for all payroll taxes and fringe benefits of Consultant’s employees. Neither federal, nor state, nor local income tax, nor payroll tax of any kind, shall be withheld or paid by the Client on behalf of Client or his/her employees. Consultant understands that she is responsible to pay, according to law, Consultant’s taxes and Consultant shall, when requested by the Client, properly document to the Client that any and all federal and state taxes have been paid.

  • CLIENT’S OBLIGATIONS

During the provision of the Services, the Client hereby agrees to:

  1. Cooperate with the Consultant for anything the Consultant may reasonably requires;
  2. Provide any information and/or documentation needed by Consultant relevant to the provision of services or payment for the provision of Services;
  3. Require any staff or agents of the Client to co-operate with and assist the Consultant as the Consultant may need;
  4. INDEPENDENT CONTRACTOR

The Parties to this Agreement are independent contractors. Neither Party is an agent, representative, or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, joint venture, partnership, and franchise, sales, representative or employment relationship between the Parties or to impose any partnership obligation or liability upon either Party.

  • TERM AND TERMINATION

The term of this Agreement commence on _________________________and end on ________________________.

a. Termination for Cause

If either Party materially defaults in the performance of any provision of this Agreement, and such default is not cured within 30 days after the non-defaulting Party gives the defaulting Party written notice of such default, then the non-defaulting Party shall be entitled to terminate the Agreement immediately upon written notice of termination to the defaulting Party.

b. Termination for Convenience

The parties may terminate this Agreement for any reason at any time after the “Commitment period” with 7 days prior written notice without further obligation of either Party except for any outstanding payment obligations hereunder.

c. Effect of Termination

Termination shall not relieve either Party of any obligations incurred prior to the termination.

  • WARRANTIES AND DISCLAIMER  
  • Warranties

Each Party represents and warrants to the other that:    

  1. it has the full corporate right and authority to enter into this Agreement and to perform the acts required of it hereunder;
  2. the execution of this Agreement by such Party and the performance by such Party of its obligations and duties hereunder do not and shall not violate any other Agreement to which such Party is a Party or by which it is otherwise bound;
  3. when executed and delivered by such Party, this Agreement shall constitute the legal, valid and binding obligation of such Party, enforceable against such Party according to its terms;
  4. such Party acknowledges that the other Party makes no representations, warranties or Agreements related to the subject matter hereof that are not expressly specified in this Agreement.
  5. Disclaimer

EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES AND EACH PARTY HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES, EXPRESSED OR IMPLIED, REGARDING THE PRODUCTS AND SERVICES CONTEMPLATED BY THIS AGREEMENT, INCLUDING ANY IMPLIED WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.   

  1. CONFIDENTIALITY
  2. Protection of Information

The parties may provide each other with confidential information and trade secrets, including without limitation, information on their respective organization, business, finances, personnel, services, systems, pricing, structure, proprietary products and processes, transactions and/or business relations (collectively, the “Information”). The term “Information” shall not include (i) information generally available to the public through no fault of the other Party, (ii) information which the other Party already had knowledge of, or (iii) information which has become part of the public domain through no fault of the other Party. Each Party agrees to retain in confidence at all times and to require its employees, consultants, professional representatives and agents to retain in confidence all information disclosed by the other Party. Each Party shall only use the other’s information solely for the purpose of performing obligations under this Agreement, and only disclose the Confidential Information on a need-to-know basis. Each party shall take all necessary precautions in handling the Confidential Information of the other party and limit disclosures on a strict need-to-know basis. Further, the receiving Party may disclose information to the extent ordered to be disclosed by subpoena, other legal process or requirement of law, after first giving the disclosing Party a reasonable opportunity to contest such disclosure requirement.  

  • Injunctive Relief

Each Party acknowledges and agrees that any use or disclosure of Confidential Information by the Party in a manner inconsistent with the provisions of this Agreement may cause another Party harm which will not be compensable by monetary damages alone and, accordingly, such other Party will, in addition to other available legal or equitable remedies, be entitled to seen an immediate injunction restraining the disclosing Party from committing or continuing to commit a breach. A Party may avail itself of injunctive relief in addition and without prejudice to any other remedies available to it.

  • Survival

This Section will survive the termination or expiration of this Agreement.

  1. NON-SOLICITATION

Consultant covenants and agrees that during the term of this Agreement, Consultant will not, directly or indirectly, through an existing corporation, unincorporated business, affiliated party, successor employer, or otherwise, solicit, hire for employment or work with, on a part-time consulting, advising, or any other basis, other than on behalf of the Company any employee or independent contractor employed by the Company while Consultant is performing services for the Client.

  1. MISCELLANEOUS
  2. Notices

All notices that either Party is required or may desire to serve upon the other Party shall be in writing and addressed to the Party to be served at the respective addresses set forth herein and shall be sent via U.S. Express Mail or private express courier service with confirmed receipt and will be effective upon receipt at the addresses listed herein (unless the Parties are notified in writing of a change in address, in which case notice will be sent to the new address).

Unless the context of this Agreement clearly requires otherwise, any notice or other communication required by this Agreement, regardless of whether the applicable subsection of this Agreement contemplates email delivery of such notice or communication, may be done via email.

  • Entire Agreement

This Agreement constitutes the entire understanding and agreement between the parties with respect to the transactions contemplated, and supersedes any and all prior or contemporaneous oral or written representation, understanding, agreement or communication between the Parties concerning the subject matter hereof. Neither Party is relying upon any warranties, representations, assurances, nor did inducements not expressly set forth herein.  

  • Waiver

No waiver of any provision of this Agreement or any rights or obligations of either Party hereunder shall be effective, except pursuant to a written instrument signed by the Party waiving compliance, and any such waiver shall be effective only in the specific instance and for the specific purpose stated in such writing.

  • Force Majeure

Neither Party shall be deemed in default hereunder, nor shall it hold  the other Party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, armed conflict, labour strike, lockout, pandemic or boycott, provided that the Party relying upon this section (i) shall have given the other Party prompt written notice thereof and, in any event, within five (5) days of discovery thereof and (ii) shall take all steps reasonably necessary under the circumstances to mitigate the effects of the force majeure event upon which such notice is based; provided further, that in the event a force majeure event described in this section extends for a period in excess of thirty (30) days in the aggregate, either Party may immediately terminate this Agreement.  

  • Headings

The section and paragraph headings appearing in this Agreement are inserted only as a matter of convenience and in no way define, govern, limit, modify or construe the scope or extent of the provisions of this Agreement to which they may relate. Such headings are not part of this Agreement and shall not be given any legal effect.

  • Amendments and Severability

No amendment or modification of this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default. In the event that any provision of this Agreement should be found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained shall not, in any way, be affected or impaired thereby.

  • Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of ______________, without reference to conflicts of laws or choice of laws rules.

  • Dispute resolution

Any disputes between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith through mediation. If mediation fails, the Parties agree to submit the dispute to the jurisdiction of ______________courts.

  1. Construction

In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any provision is held invalid by a court of competent jurisdiction, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties, and the remainder of this Agreement shall remain in full force and effect. There shall be no presumption for or against either Party as a result of such Party being the principal drafter of this Agreement.

 IN WITNESS WHEREOF, this Agreement is executed as of the date set forth above.

CLIENT

Company name: ________________

Company Representative Name: ____________________

Date: _____________________

Signature: ________________

CONSULTANT

Consultant Name: ________________

Date: ________________________

Signature: _______________________

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