THIS CONSULTANCY SERVICE AGREEMENT is entered into on [insert date]
(1)            [insert name of your company] whose principal place of business is at [insert
company address], [insert city in which your company is located], California, United
States of America, [insert zip code] (the Consultant)
(2)            [insert name of the client] whose principal place of business is at [insert
client’s physical address], [insert client’s city], California, United States of America,
[insert zip code] (the Client)
The parties agree that the Work shall be carried out in accordance with and subject to
this Agreement hereto.
It is agreed as follows:
1. Interpretation
Agreement means any agreement made subject to the terms and conditions below;
Deliverable Materials means any deliverables as outlined in the Scope of Work in
Schedule 1;
Work means the services and deliverables more particularly set out in Schedule 1;
Fees means the fees as calculated as per the fee schedule more particularly set out in
Schedule 2;
2. Consultant’s obligations
2.1 The Consultant shall carry out the Work under this Agreement.
2.2 If any instruction or variation from the Client (which must be in writing) is likely to
result in additional charges, the Consultant may, within 5 days of the issue of the
relevant instruction or variation but not otherwise, claim in writing for a variation in fees
and/ or an extension of time under Clause 3.1 which shall be agreed by the Client to
the extent that they are reasonable.
2.3 The Consultant shall appoint a competent person in charge and any instructions
given to him by the Client shall be deemed to have been issued to the Consultant.
3. Completion of the work
3.1 The Consultant shall have fulfilled its obligations by completing the Work, including
delivery to the Client of the materials listed in the Schedule 1 entitled “Deliverable
Materials” (if any) and the Client accepts such activities and materials without
unreasonable objections. No response from Client within 3 business days of
deliverables being delivered by Consultant is deemed acceptance.
4. Liability of the Consultant

4.1 If the Consultant is in breach of its obligations in respect of the supply of services
under this Agreement, the sole remedy of Client shall be to require the Consultant to
carry out as promptly as practicable such repeat or remedial services as shall be
appropriate to ensure that the relevant services are carried out (save only as to the
time of their performance) as originally planned.
4.2 In no event shall the Consultant be liable to the Client for loss of profits or other
indirect or consequential loss of any kind whether arising from negligence, breach of
contract or otherwise.
4.3 Without prejudice to any other limitation or exclusion of liability under this
Agreement, the total liability of Consultant to Client arising in respect of any claim, shall
not exceed the total Agreed Price for the Work.
4.4 The Consultant shall have no liability to Client in respect of or arising out of the
performance, or non-performance, of the services contemplated by this Agreement
save as expressly set out in this Agreement.
4.5 Nothing in this Agreement shall prevent the Consultant from being
engaged, concerned or having any financial interest in any capacity in any other
business, trade, profession or occupation during the performance provided that:
(a) such activity does not cause a breach of any of the Consultant’s obligations under
this Agreement;
(B) the Consultant shall give priority to the provision of the Services to the Client over
any other business activities undertaken by the Consultant during the course of the
4.6 The Client agrees to indemnify, defend, and protect the Consultant from and
against all lawsuits and costs of every kind pertaining to the Client’s business including
reasonable legal fees due to any act or failure to act by the Client based upon the
Consulting Services.
5. Payment
5.1 The Client will be invoiced prior to rendering the consulting services and expenses
as below;
5.1.1 The Client shall pay a total cost of $5400 for the program which shall
ensure the process commences.
5.1.2 If the client pays in full, they shall save 10% of payments. A client may opt
to pay a down payment of $2500 and a monthly fee of $500 until payment in
5.2 The Client shall notify the Consultant in writing of any dispute with an invoice along
with any substantiating documentation or a reasonably detailed description of the
dispute within 10 days from the date of the Client’s receipt of such invoice subject to
5.3 Client will be deemed to have accepted all invoices for which the Consultant does
not receive timely notification of a dispute and shall pay all undisputed amounts due
under such invoices within the period set forth in this Agreement. The Parties shall
seek to resolve all such disputes expeditiously and in good faith.

5.4 Terms of payment for each invoice are due within 10 days upon receipt by the
Client of a proper invoice. The Consultant shall provide the Client with sufficient details
to support its invoices, including timesheets for services performed and
expense receipts and justifications for authorised expenses, unless otherwise agreed
to by the parties.
6. Intellectual Property
6.1 The Consultant and its licensors shall retain ownership of all Consultant’s
intellectual property rights. The Parties acknowledge and agree that the Client will hold
all intellectual property rights in any work product resulting from the Work including, but
not limited to, copyright and trademark rights.
6.2 The Consultant grants the Client, or shall procure the grant to the Client, a
worldwide, non-exclusive, royalty-free licence to use Consultant’s intellectual property
rights for the duration of Work period to such extent as is necessary to enable the
Client to make reasonable use of the Work. The Client shall not sub-licence or transfer
any the Consultant’s intellectual property rights.
7. Confidentiality
7.1 Each Party undertakes that it shall not at any time disclose to any person any
confidential information concerning the business, affairs, clients or suppliers of the
other Party or of any member of the group of companies to which the other Party
belongs, except as permitted by Clause 7.2.
7.2 Each Party may disclose the other Party’s Confidential Information:
(a) to its employees, officers, representatives or advisers who need to know such
information for the purposes of carrying out the Party’s obligations under this
Agreement. Each Party shall ensure that its employees, officers, representatives or
advisers to whom it discloses the other Party’s confidential information comply with this
clause; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or
regulatory authority.
7.3 No Party shall use any other Party’s Confidential Information for any purpose other
than to perform its obligations under this Agreement.
8. Termination
8.1 Either party may by notice in writing forthwith terminate the Agreement if the other
party becomes bankrupt or makes any composition or arrangement with his creditors or
has a winding-up order made or (except for the purposes of reconstruction) a resolution
for voluntary winding up is passed or a receiver or manager of its business or
undertaking is duly appointed or possession is taken by or on behalf of any creditor of
any property the subject of a charge.
9.2 The Client understands that the Consultant may terminate this Agreement at any
time if the Client fails to pay for the Services provided under this Agreement or if the
Client breaches any other material provision listed in this Consulting Agreement in the
manner as defined above. Client agrees to pay any outstanding balances within 7 days
of termination.

10. No Rights under Contracts for Third Parties
A person who is not a party to this Agreement shall have no right under any law to
enforce any of its terms.
11. Governing Law and Jurisdiction
This Agreement is to be governed, construed, and enforced according to the Laws of
the Commonwealth of California, and the Parties irrevocably submit to and accept
generally and unconditionally the exclusive jurisdiction of the courts located within Los
Angeles. Arbitration of Disputes Require (in lieu of litigation). Any dispute or claim that
arises out of or relates to this Agreement, or that relates to the breach of this
Agreement or that arises out of or that is based upon this Agreement shall be resolved
by arbitration in accordance with the then effective arbitration rules of (and by filing a
claim with) the American Arbitration Association (“AAA”), and judgment upon the award
rendered pursuant to such arbitration may be entered in any court having jurisdiction
thereof. Any such arbitration proceedings shall solely be conducted in the Los Angeles,
California. Before initiating any formal arbitration proceedings, the Parties agree to
mediate in good faith any disputes between the Parties for a period of thirty (30) days
after the Parties are both made aware of such dispute.
12. Notices and service
12.1        Any notice so served by hand, e-mail or post shall be deemed to have been
duly given:
a. in the case of delivery by hand, when delivered;
b. in the case of fax or electronic mail on a Business Day prior to 5.00 pm, at the
time of receipt;
c. in the case of prepaid recorded delivery, special delivery or registered post, at
10 am on the second Business Day following the date of posting
provided that in each case where delivery by hand or by e-mail occurs after 5 pm on a
Business Day or on a day which is not a Business Day, service shall be deemed to
occur at 9 am on the next following Business Day. References to time in this clause are
to local time in the country of the addressee.
12.2        The addresses of the parties for the purpose of clause 12.1 are as follows:
[insert name of your company]
Address: [insert company address]
[insert city in which your company is located]
United States of America
[insert zip code]
E-mail: [insert company email]
For the attention of: [insert name of the contact person from your company]
[insert name of the client]

Address: [insert client’s physical address]
[insert client’s city]
United States of America
[insert zip code]
E-mail: [insert the client’s email address]
For the attention of: [insert the name of the client]
13.  Nature of Agreement
13.1        Nothing in this Agreement shall create, or be deemed to create, a partnership
or the relationship of employer and employee between the parties.
13.2        Client and Consultant expressly agree and understand that the above-listed
Consultant is an independent contractor hired by the Client and nothing in this
Agreement shall be construed in any way or manner, to create between them a
relationship of employer and employee, principal and agent, partners or any other
relationship other than that of independent parties contracting with each other solely for
the purpose of carrying out the provisions of the Agreement.
13.3        The Consultant is solely responsible for directing and controlling the
performance of the Services, including the time, place and manner in which the
Services are performed. The Consultant shall use its best efforts, energy and skill in its
own name and in such manner as it sees fit.
13.4        This Agreement sets out the entire agreement and understanding between
the parties with respect to the subject matter hereof.  This Agreement supersedes all
previous agreements, arrangements and understandings between the parties with
respect to the subject of this Agreement, which shall cease to have any further force or
effect. It is agreed that:
(a)             neither party has entered into this Agreement in reliance upon any
representation, warranty or undertaking of the other party which is not expressly set out
or referred to in this Agreement, and all conditions, warranties or other terms implied by
statute or common law are hereby excluded to the fullest extent permitted by law;
(b)           a party may claim in contract for breach of Warranty under this Agreement
but shall have no claim or remedy under this Agreement in respect of
misrepresentation (whether negligent or otherwise, and whether made prior to, and/or
in, this Agreement) or untrue statement made by the other party;
(c)            this clause shall not exclude any liability for fraudulent misrepresentation.
13.5        If any provision of this Agreement is held by any court or other competent
authority to be void or unenforceable in whole or part, this Agreement shall continue to
be valid as to the other provisions thereof and the remainder of the affected provision.
13.6        This Agreement may not be modified except by an instrument in writing
signed by the duly authorised representatives of the parties.
13.7        The Parties subject to this Agreement understand and acknowledge that this
Agreement is not exclusive. Each Party respectively agree that they are free to enter
into other similar Agreements with other parties.

14. Force majeure
Neither party shall be in breach of this Agreement nor liable for delay in performing, or
failure to perform, any of its obligations under this Agreement if such delay or failure
result from events, circumstances or causes beyond its reasonable control. In such
circumstances, the time for performance shall be extended by a period equivalent to
the period during which performance of the obligation has been delayed or failed to be
performed. If the period of delay or non-performance continues for one (1) month, the
party not affected may terminate this Agreement by giving 1 (one) week’s written notice
to the affected party.
15. Assignment
The Consultant may assign the Agreement or sub-contract the performance thereof
without the prior written consent of the Client.
As witness this Agreement has been signed by the duly authorised representatives of
the Parties the day and year first before written.
for and on behalf of [insert name of your company] )


for and on behalf of [insert name of the client] )



Scope of Work
The Consultant shall provide the Services and Deliverable(s) as follows:

1. I have a campaign that works with nurses.
2. Get the Client a job working from home.
3. Assist the client to pass the test to get their homes licensed to take in children
with developmental delays.
[insert the deliverables under the Scope of Work]

Fee Schedule
This engagement will be conducted on a Time & Materials basis.

This figure is based on the following functional/rate structure.

Item Description Number of

Number of



Subtotal (USD)
Total (USD)

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