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Consulting Agreement
This Consulting Agreement (“Agreement”) is effective as of Month Day, Year and is between the following parties:
Party Name
Street Address
City, BC V0X 0X0
Canada
(the “Client”)
and
Party Name
Street Address
City, BC V0X 0X0
Canada
(the “Consultant”)
The parties agree as follows:
1.Services
The Consultant will provide services (the “Services”) to the Client as specified in Schedule A or otherwise agreed on from time to time.
2.Fees
The Client will pay the Consultant the fees (the “Fees”) as specified in Schedule A.
3.Expenses
The Client will reimburse the Consultant for expenses incurred in providing the Services, but only if those expenses have been approved in advance and in writing.
4.Payment
Unless otherwise specified in Schedule A, the Consultant will invoice the Client monthly for completed Services and for expenses. The Client will pay the invoices within 30 days of receipt (the “Due Date”) if the Consultant performed theServices as required.
5.Interest
The Client will pay the Consultant simple interest on all overdue payments at a rate of XX% per year. Interest is calculated from the date payment was due until the date payment, including accumulated interest, is made in full.
6.Term
This Agreement will be in effect until the Services are completed, unless ended earlier as specified in section 7 or 8.
7.Termination by the Client
The Client may end this Agreement for any reason and at any time by giving written notice to the Consultant.
8.Termination by the Consultant
The Consultant may end this Agreement if:
(a)
the Client fails to pay any amounts owing to the Consultant within 30 days after the Due Date, or
(b)
the Client breaches any other fundamental obligation in this Agreement and does not remedy the breach within 15 days after receiving written notice of the breach from the Consultant.
9.Effect of Termination
When this Agreement ends for any reason:
(a)
the Client will immediately pay the Consultant all outstanding expenses and Fees for Services performed as required, up to the date of termination;
(b)
the Consultant will immediately deliver to the Client all material in its possession or control that includes any Work Product (defined in section 11), the Client’s Confidential Information (defined in section 10) or any material supplied to the Consultant by the Client, and
(c)
sections 9, 10, 11, 12, 15 and 16 will survive the end of this Agreement.
10.Confidentiality.
(a)
“Confidential Information” means all information (whether in oral, written or electronic form) relating to the business, technology, personnel, marketing, customers, finances, products or services of the Client, and includes confidential information received by the Client from third parties, but excludes any information that:
(1)
was lawfully in the possession of the Consultant before receiving it from the Client;
(2)
is provided in good faith to the Consultant by a third party without breaching any rights of the Client or any other party;
(3)
is or becomes generally available to, or accessible by, the public through no fault of the Consultant; or
(4)
is independently developed by the Consultant without use of the disclosed Confidential Information.
(b)
The Consultant may use the Client’s Confidential Information only for the purpose of performing the Services and only to the extent required for that purpose. The Consultant must not use the Client’s Confidential Information for any other purpose without the explicit written approval of the Client.
(c)
The Consultant will keep the Client’s Confidential Information confidential, and will also cause its directors, officers, employees and agents to keep the Client’s Confidential Information confidential. The Consultant will take all necessary steps (including those steps that the Consultant takes to protect its own information that it regards as confidential) to maintain the confidentiality of the Client’s Confidential Information.
(d)
The Consultant will not disclose the Confidential Information to any third party, nor the fact that it has obtained theConfidential Information, without the explicit written approval of the Client.
(e)
If the Consultant receives notice indicating that it may or will be legally required to disclose any of the Client’sConfidential Information, it will notify the Client promptly in writing so that the Client may seek a protective order or other appropriate remedy, or waive compliance with this Agreement. If a protective order or other remedy is not obtained for whatever reason, or if the Client waives compliance with this Agreement, the Consultant will disclose no more than that portion of the Confidential Information required to be disclosed.
11.Intellectual Property
The Consultant agrees that the Client will have exclusive ownership in all work product (the “Work Product”) that theConsultant produces under this Agreement, including the Consultant’s copyright interest in the Work Product, except for the materials (the “Consultant’s Materials”) specified in Schedule A. All Work Product must be original work by theConsultant or by its subcontractors (if the Client has permitted subcontracting under section 13) and must not infringe the rights (including intellectual property rights) of any third party. The Consultant hereby grants the Client a perpetual, non-exclusive licence to make copies and to modify the Consultant’s Materials, without any additional payments, to the extent that the Consultant’s Materials are incorporated in the Work Product or are reasonably necessary to use the Work Product.
12.Assignment and Moral Rights
The Consultant hereby assigns to the Client all rights, title and interest the Consultant may now or in the future have in and to the Work Product. The Consultant waives the Consultant’s moral rights to any and all copyrights subsisting in the Work Product. If required by the Client, the Consultant also agrees to sign, and to cause the Consultant’s employees and subcontractors to sign, any applications or other documents the Client may reasonably request: (a) to obtain or maintain patent, copyright, industrial design, trade-mark or other similar protection for the Work Product, (b) to transfer ownership of the Work Product to the Client, and (c) to assist the Client in any proceeding necessary to protect and preserve the Work Product. The Client will pay for all expenses associated with preparing and filing such documents.
13.Subcontracting
The Consultant will subcontract for the provision of the Services only as specifically set out in Schedule A or if otherwise approved by the Client in advance and in writing. If subcontracting is permitted:
(a)
the Consultant must cause its subcontractors to enter into agreements with provisions the same as those in sections 10, 11 and 12 of this Agreement;
(b)
the Consultant will remain responsible for the performance of all of the Services, even those performed by subcontractors; and
(c)
unless otherwise specified in writing, the Consultant will be responsible for paying all of its subcontractors’ fees and expenses, without additional charge to the Client beyond the Fees and expenses specified in this Agreement.
14.Consultant’s Obligations.
(a)
The Consultant will perform the Services in a competent and professional manner. The Consultant represents that it, its employees and its subcontractors (if applicable) have the skills and qualifications necessary to perform the Services.
(b)
The Consultant, its employees and its subcontractors (if applicable) will comply with all applicable laws.
(c)
In the performance of this Agreement, the Consultant will not breach any other agreement entered into by theConsultant.
15.Entire Agreement
This Agreement contains the whole agreement between the Client and the Consultant, and there are no warranties, representations, terms, conditions or collateral agreements – express, implied or statutory – other than as expressly set out in this Agreement.
16.Governing Law and Courts
This Agreement will be governed by the laws in effect in Jurisdiction and the parties submit to the exclusive jurisdiction of the courts of Jurisdiction.
[SIGNATURES FOLLOW SCHEDULE A]
SCHEDULE A
A. Description of services
[Include any specifications and timeline for the services]
B. Fees
[Include all fee arrangements (e.g. by the hour, fees for different aspects of the services, fees for additional work, etc.), when those fees become payable and details about any deposits]
C. Consultant’s Materials
The following materials will not form part of the Work Product (see section 11 of the Agreement):
…
D. Subcontracting
Subcontracting is/is not permitted. If subcontracting is permitted, the following sets out the details:
[For each subcontractor, provide the name, contact info and description of services to be provided by subcontractor]
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