THIS AGREEMENT is made on the …………..day of……….20……., entered into by the Consultants and the Client (Consultants and Client collectively referred to herein 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:
COMMENCEMENT AND DURATION
This agreement shall be valid from the date of execution for a period of one (1) year. Parties may, however, renew this agreement as an employment contract.
The Consultants shall provide consultation services to the Client, specifically, to launch their business in the American market.
The Consultants will charge the Client as follows;
Retainer fees of one month payable on _____________________
Monthly payments of _______________________________payable on the 1st day of each month.
The Consultants shall specify the account in which the funds shall be sent.
Except as otherwise provided in this agreement, the Consultants will have complete control over working time, methods, and decision making concerning the provision of the services per the agreement. The Consultants will work autonomously and not at the direction of the Client. However, the Consultants will be responsive to the reasonable needs and concerns of the Client.
The Client shall not interfere with the Contractors’ relationship with, or endeavor to entice away from the Contractors, the Contractors’ clients or any person who had a material business relationship with the Contractors in the duration of this agreement.
The Client shall not directly or indirectly engage in the businesses (consulting) in which the Contractors engage in, within any geographic area in which the Contractors are then conducting such business for (2) years after the termination of this agreement
The relationship of the parties hereto is that of an independent contractor. Accordingly, 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 Client agrees that any intellectual property and associated rights owed or developed by the Consultants, solely or jointly with others, during the subsistence of this agreement, are the Consultants’ exclusive property. The Client may enjoy a non-exclusive, limited use license of the Consultants’ intellectual property at the Consultants’ discretion.
A Party shall not transfer or assign this agreement without the other Party’s consent. This consent shall not be unreasonably withheld.
Mediation shall resolve any dispute under this agreement.
Either Party may terminate this agreement at any time upon breach of the contract by the other Party. This includes but is not limited to non-payment, late payment, and unethical business practices.
Either Party may terminate this agreement at any time if both Parties agree to the termination in writing.
Either Party may terminate this agreement upon giving the other Party no less than one (1) month notice in writing. If the Client wishes to terminate the contract with less than one (1) month notice, the Consultants reserve the right to charge costs already paid in advance or incurred by the Consultants on their behalf.
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.
The Client 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 additional information of any nature whatsoever concerning the Consultants, whether such information or matter is stated to be confidential or not, without the express written permission of the Consultants.
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 as 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.
CHANGES TO THE AGREEMENT
Either Party may request changes to the agreement, but they will only be effective if agreed in writing, signed by all Parties, and recorded. If any ambiguity is found in the agreement or various documents forming this agreement, the Consultants shall issue any necessary clarification or instruction.
Failure by either Party to enforce any of the terms or conditions of this agreement shall not be a waiver of their right to enforce the terms and conditions of this agreement.
The provisions of this agreement are severable. If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
This agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which taken together shall constitute one instrument.
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. 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. The Parties will exercise utmost good faith in this agreement.
The article and section headings in this agreement are for convenience; they form in no part of this agreement and shall not affect its interpretation.
All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular, or plural, as the identity of the person or entity may require. As used in this agreement: words of the masculine gender shall mean and include corresponding neuter words or words of the feminine gender, and words in the singular shall mean and include the plural and vice versa.
The Parties shall be served through the following addresses (including email), and either Party may change the below addressees by reasonable notice in writing given to the other Party.
THE CONSULTANTS: ___________________________________________
THE CLIENT: ___________________________________________
This agreement shall be governed in all respects by the California State Laws.
IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and year set forth below.
Signed by the CONSULTANTS Signature: Name: Date:
Signature: Name: Date:
Signed by the duly authorized representative of the CLIENT Signature: Name: Designation: Date:
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