THIS AGREEMENT is made on the ……..…… day of…………..…………20……..…, is entered into by and between, the Company and the Contractor (Company and Contractor collectively referred to herein as the “Parties” or individually as the “Party”).
- The Contractor is a skilled and professional on-demand service provider.
- The Company wishes to engage a skilled and professional individual to carry out and complete the Works.
- The Contractor has indicated and warranted that it has the necessary skills, expertise, personnel and equipment to carry out and complete the Works at the Contract Sum (a term defined below) and to the standards that are stated in this Agreement.
- The Company now wishes to enter into this Agreement with the Contractor under which the Contractor will carry out and complete the Works.
THEREFORE, in consideration of mutual promises, representations, covenants and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree to the following terms and conditions and to be bound thereby:
- DEFINITIONS AND INTERPRETATIONS
- In this Agreement:
- “Agreement” means this Agreement, its Schedules, Exhibits and other documents (save as may otherwise be varied by this Agreement);
- “Contract Sum” means a rate of $________ per hour;
- “Intellectual Property” means the copy-right, know-how, the trade names and any marks, trade device, service mark, symbol, code or specification, patents, designs and other individual or intellectual property rights used in or associated with any of the Parties;
- “Works” means the services rendered by the Contractor as provided under Schedule A;
- In this Agreement, unless the context otherwise requires, any reference to:
- the singular includes the plural and vice versa;
- a person includes reference to a body corporate or other legal entity;
- any written law includes that law as amended or re-enacted from time to time;
- any agreement or other document includes that agreement or other document as varied or replaced by the Parties in writing from time to time;
- a clause is to the relevant clause of this Agreement;
- any Party includes that Party’s successors and assigns.
- Clause headings are inserted for convenience only and shall be ignored in construing this Agreement.
- The identification of certain breaches in this Agreement as being “Material” does not indicate that only those breaches are material.
- Where the Agreement provides for the giving or issue of any notice, consent, approval certificate or determination, it shall be in writing and the words notify, certify or determine shall be construed accordingly. Routine communications relating to the performance of this Agreement may be conducted by electronic mail.
- application of terms and the Contractor UNDERSTANDING
- Save as may otherwise be provided in this Agreement the terms and conditions set out in this Agreement are the only terms on which the Company is prepared to deal with the Contractor and they shall govern the relationship between the Parties to the entire exclusion of all other agreements entered into with the Company in relation to the provision of the Works.
- If any ambiguity is found in the various documents forming this Agreement, the Company shall issue any necessary clarification or instruction.
- All documents annexed to this agreement shall be subject to the terms under this agreement, provided that the Parties append their signatures on the documents.
- COMMENCEMENT AND DURATION
This Agreement shall come into force upon execution and shall remain in force until either party terminates this Agreement.
- THE OBLIGATIONS of the parties
- The Company shall pay to the Contractor the Contract Sum at an interval to be agreed upon by the Parties.
- The Contractor shall perform all Works assigned to the Contractor by the Company.
- LIABILITY OF THE PARTIES.
- No Party shall be held liable for any damage to the Works, or the equipment forming part of the Works, where:
- the damage has been occasioned by the other Party, their representatives, employees and/or agents; and
- the damage has been caused by an event beyond the control of the other Party.
- No Party shall be held liable for any portion of the Works, or the equipment forming part of the Works, where the same is the subject of a criminal offense caused by the other party;
- No Party shall be held liable for the other Party’s misuse, abuse or illegal action involving the Works or any product arising from the Works.
- The Contractor warrants that it is skilled and competent to perform the works.
- The Contractor warrants that it will perform the Works with due care and diligence and to such high standard of quality consistent with applicable standards and as it is reasonable the Company to expect in all the circumstances;
- in accordance with the provisions of this Agreement and such other instructions as may be given by the Company; and
- in accordance with all applicable laws and consents.
- The Company warrants that:
- the Company has the capacity to pay the Contractor for the Works performed by the client.
- the Company shall use the Works in a safe and responsible manner.
- INDEPENDENT CONTRACTOR
The relationship of the parties hereto is that of independent contractors. The parties hereto are not deemed to be agents, partners or joint venturers of the others for any purpose as a result of this Agreement or the transactions contemplated thereby.
- INTELLECTUAL PROPERTY
- The Contractor agrees that any ideas, concepts, discoveries, techniques, patents, copyrights or trademarks relating to the business or operations of the Company and its Related Entities which are developed or discovered by the Contractor, solely or jointly with others, during the subsistence of this Agreement, shall be deemed to have been made within the scope of this Agreement and therefore constitute works for hire and shall automatically upon their creation become the exclusive property of the Company.
- DISPUTE RESOLUTION
- If any dispute arises between the Parties related to this Agreement it shall be resolved by negotiation between and among the parties. Parties shall act in good faith to resolve the dispute.
- Either Party shall be entitled to terminate this Agreement immediately upon occurrence if there is suspicion of illegal activity by the other Party involving the Works.
- Either Party may Terminate this agreement upon giving the other party no less than 30 days’ notice in writing.
- Upon termination of this Agreement, the Contractor shall
- Stop the Works entirely, or as may be specified in the notice; and
- Deliver all complete and incomplete Works to the Company.
- Upon termination of this Agreement, the Company shall
- Pay to the Contractor any sums due to it prior to the termination;
- The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
- 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.
- VARIATION to the agreement
Either party may request variations to the Agreement. The Parties shall enter into discussions to agree on any required changes, revised pricing and time for performance. Such variations will only be effective if agreed in writing by the Parties and recorded.
- Force Majeure
- For the purposes of this Agreement, “Force Majeure” means an event which could not reasonably have been avoided by a diligent party in the circumstances, which is beyond the reasonable control of a party and which makes a party’s performance of its responsibilities hereunder impossible or so impractical as reasonably to be considered impossible in the circumstances 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.
- Force Majeure shall not include any event which is caused by the negligence or intentional action of a Party or such Party’s subcontractors or agents or employees, or by a failure to observe good professional practice.
- Force Majeure shall not include insufficiency of funds or failure to make any payment required hereunder.
- The failure of a Party to fulfil any of its obligations hereunder shall not be considered to be a breach of, or default under, this Agreement insofar as such inability arises from an event of Force Majeure, provided that the Party affected by such an event has taken all reasonable precautions, due care and reasonable alternative measures, all with the objective of carrying out the terms of this Agreement.
- A Party affected by an event of Force Majeure shall take all reasonable measures to remove such Party’s inability to fulfil its obligations hereunder with a minimum of delay. The Parties shall take all reasonable measures to minimize the consequence of any event of Force Majeure.
- A Party affected by an event of Force Majeure shall notify in writing the other Party of such event as soon as possible, and in any event not later than five (5) days following the occurrence of such event, providing evidence of the nature and cause of such event, and shall similarly give notice of the restoration of normal conditions as soon as possible.
- Not later than fourteen (14) days after the Contractor, as a result of an event of Force Majeure, has become unable to discharge a material portion of its obligations, the Parties shall consult with each other with a view to agreeing on appropriate measures to be taken in the circumstances.
Contractor shall not at any time disclose, directly or indirectly to any other person whatsoever (including to the public or any section of the public) any information concerning this Agreement or any other information of any nature whatsoever concerning the Company, whether such information or matter is stated to be confidential or not, without the express written permission of the Company. This covenant is given by the Contractor on its own behalf.
- NO WAIVER
Except where this Agreement provides otherwise, the rights and remedies contained in it are cumulative and not exclusive to rights or remedies provided by law. The failure by either Party to enforce at any time or for any period any one or more of the terms or conditions of this Agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this Agreement.
If any provision of this Agreement is declared by any judicial or other competent to be void, voidable, illegal or otherwise unenforceable, the Parties shall amend that provision in such reasonable manner as achieves the intention of the Parties without illegality or at the discretion of the Contractor, it may be severed from this Agreement and the remaining provisions of this Agreement shall remain in full force and effect.
The Parties select as their respective addresses, the addresses (including email) set out below for all purposes arising out of or in connection with this Agreement at which addresses only all processes and notices arising out of or in connection with this Agreement may validly be served upon or delivered by the Parties.
THE COMPANY: ___________________________________________
THE CONTRACTOR: ___________________________________________
- CHANGE OF ADDRESS
Either Party may provide changes in the above addressees by notice in writing given to the other Party as aforesaid.
Each party shall bear its own costs incurred in the negotiation, preparation and execution of this Agreement.
- GOVERNING LAW
The construction, validity and performance of this Agreement shall be governed in all respects by the Laws of the Republic of Singapore.
IN WITNESS WHEREOF, eac
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h of the Parties has executed this Consulting Agreement, both Parties by its duly authorized officer, as of the day and year set forth below.
|Signed by the duly authorized representative of the COMPANY Signature: Name: Designation: Date:…………………………………………….………………..||Signed by CONTRACTOR Signature: Name: Designation: Date:…………………………………………….………………..|
The Works shall include:
- Sales services.
- Recording videos
- Publishing videos on YouTube.