Purpose of Agreement
The purpose of this Agreement is to set forth the terms and conditions under which the Consultant will provide consultancy services to the Company. The Consultant agrees to perform the services described in Exhibit A attached hereto.
Term of Agreement
This Agreement shall commence on [Insert Date] and shall continue until [Insert Date or Event]. Either party may terminate this Agreement at any time upon written notice to the other party.
Consultant’s Obligations
The Consultant shall perform the services described in Exhibit A in a professional and workmanlike manner and in accordance with the highest standards of the consulting profession. The Consultant shall comply with all laws, regulations and policies of the Company.
Compensation
In consideration for the services performed by the Consultant under this Agreement, the Company shall pay the Consultant [Insert Amount] on [Insert Schedule, e.g. “a monthly basis”], subject to adjustment as provided in Exhibit A. The compensation shall be payable upon completion of the services described in Exhibit A and submission of an invoice by the Consultant.
Expenses
The Company shall reimburse the Consultant for all reasonable out-of-pocket expenses incurred in connection with the performance of services under this Agreement, subject to the submission of appropriate documentation.
Intellectual Property
The Consultant acknowledges that all right, title and interest in any intellectual property developed by the Consultant in connection with the services provided under this Agreement shall be the sole property of the Company. The Consultant shall promptly notify the Company of any and all developments relating to such intellectual property and shall take all steps necessary to vest title to such intellectual property in the Company.
Confidentiality
The Consultant acknowledges that during the course of providing services under this Agreement, the Consultant may have access to confidential and proprietary information of the Company. The Consultant agrees to hold all such information in confidence and not to use such information for any purpose outside the scope of this Agreement or to disclose such information to any third party without the prior written consent of the Company.
Indemnification
The Consultancy Agreement shall indemnify, defend and hold harmless the Company, its officers, directors, employees and agents from and against any and all claims, losses, damages, liabilities and expenses (including reasonable attorney’s fees) arising out of or in connection with the performance of services under this Agreement by the Consultant.
Disclaimer of Warranties
THE COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO THE SERVICES TO BE PERFORMED BY THE CONSULTANT UNDER THIS AGREEMENT. THE CONSULTANT ACCEPTS THE SERVICES “AS IS.”
Miscellaneous
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings and agreements between the parties. This Agreement may not be amended except in writing signed by both parties. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns. This Agreement shall be governed by and construed in accordance with the laws of the [Insert State].