CONSULTING AGREEMENT
This Consulting Agreement is made on ________, between ________, an individual of the following address:
________
hereinafter referred to as (the "Client" which expression shall where the context so admits include its successors-in-title and assigns) of the one part;
AND
________, an individual of the following address:
________
hereinafter referred to as (the "Consultant" which expression shall where the context so admits include its successors-in-title and assigns) of the other part.
WHEREAS
A. The Client wishes to retain the services of the Consultant and is of the opinion that the Consultant is qualified to provide the services stated in this Agreement.
B. The Consultant has agreed to provide the services in accordance with the terms and conditions herein contained in this Agreement.
IN CONSIDERATION of the mutual benefits, promises and obligations set forth in this Agreement, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:
1. TERM OF AGREEMENT
Subject to the terms of this Agreement, this Agreement will commence on ________ (the "Commencement Date") and shall end on ________ (the "Completion Date"). This term shall be renewed automatically and shall be for the same duration as was previously fixed by the Parties.
2. NO EMPLOYMENT
The Consultant acknowledges that the Consultant is hired as an independent contractor, and nothing in this Agreement shall be construed to imply that the Consultant is an employee or the client's authorized agent. Therefore, the Consultant shall retain control as to how to provide the Consulting Services to the Client. The Consultant shall be entitled to their Fees and shall not be entitled to employment benefits as stipulated under the law.
3. SCOPE OF SERVICES
The Client agrees to engage the services of the Consultant to work on the ________ (the "Project") to provide the following services (the "Consulting Services"):
________
4. WORK LOCATION AND SCHEDULE
The Consultant is required to work in the following location:
________
5. FEES
5.1. As compensation for all the services rendered by the Consultant under this Agreement, the Consultant is entitled to the sum of ₦________ (________) per hour (the "Fees").
5.2. Such Fees will be made in cash and shall be subject to the normal statutory deductions made by the Client and payment will be made as follows:
________
5.3. The Fees shall be paid upon the issuance of the Consultant's invoice. The Consultant shall send the invoice to the Client weekly.
5.4. The Client shall pay the Fees within the following period: ________.
5.5. If the Client fails to pay the Consultant's Fees as described above, the following shall apply:
(I) the Client shall pay an interest ________% of the outstanding amount as late fees;
(II) the Consultant shall have the right to cease proving the Consulting Services to the Client;
(III) the Client shall immediately, be liable to pay all outstanding fees, expenses, or cost owed to the Consultant.
6. OBLIGATIONS OF THE CONSULTANT
6.1. The Consultant shall provide the services diligently and with due care.
6.2. The duties may include such other tasks which the Parties may agree on.
6.3. The obligations may from time to time change as agreed upon by the Parties.
7. OBLIGATIONS OF THE CLIENT
The Client shall do as follows:
(I) pay the Consultant compensation, out of pocket expenses and all other fees required;
(II) provide all documents, materials, work tools and equipment necessary for performance of the services required under this Agreement;
(III) pay all relevant taxes required under the law.
8. USE OF STAFF, EMPLOYEES, OR SUB-CONTRACTORS
The Consultant's sub-contractors, staff, or other authorized agents may to provide the Consulting Services for the Client. Notwithstanding this, the Consultant shall be responsible for any work or services rendered by the sub-contractor and shall also be liable for any damage caused by the sub-contractor. The Consultant's staff and workers shall be bound by the Confidentiality Obligations and other terms of this Agreement.
9. EXPENSES
The Consultant shall be reimbursed of all work-related costs and expenses related to the Client's work. The Consultant may be required to provide receipts, together with any additional documentation required, which shows sufficient details of the transaction. Such documents may include expense report or details of the transaction.
10. TERMINATION OF AGREEMENT
10.1. This Agreement may be terminated as follows:
(I) at any period after the expiration of the term of this Agreement or any renewal thereof upon the issuance of the following period of notice in writing:
________;
(II) by either of the Parties if the other Party commits any material breach of any terms contained in this Agreement;
(III) by the Client if the Consultant fails to provide the Consulting Services required under this Agreement;
(IV) by the Consultant if the Client defaults in paying the Fees after making several demands for the Fees to be paid;
(V) by either of the Parties upon the death of the other Party;
(VI) by the Client in the event that the Consultant engages in any act which amounts to gross misconduct.
10.2. Upon termination or expiry of this Agreement, the Consultant agrees to do the following:
(I) immediately return or to the Client all monies, confidential information, documents, books, materials and any other property belong to and relating to the Client which is in the possession of the Consultant;
(II) delete any information relating to the business of the Client on any electronic device, hard disk etc which is in the possession of the Consultant;
(III) not disclose or use any of the Client's trade secret. The Client's shall be entitled to seek an injunction or any other legal remedy to prevent such disclosure or use.
10.3. Upon termination, the Client shall pay any compensation up to the date of termination and any fees falling due for payment for the services rendered by the Consultant.
11. INDEMNITY
Both Parties shall be indemnified from and against all suits, actions, damages, liabilities, expenses of any kind what so ever which result from any act or omission of the indemnifying Party, its employees, successors, agents and assigns which may occur in connection with this Agreement.
12. 88822585 82 58558555
25.________. 552 8228582522 525228 22 2252252 588 25828 525 28882528228 5888222282 525 82 5882555282 8825 252 5825282 82525555 22 252228882258882 52858525 225 252 82288288 2582. 552522252, 252 8228582522 85588 5225582 2522 22252822 25 2552888252822 82 522 58288822, 25528582822, 25 85882288 2552 822288828 8825 252 822252828 25 2822828828 22 252 888222.
25.________. 52 85828 22 222222858 82228882, 252 8228582522 5252525228 22 58888282 25 522252 522 282528858 25 22525 22582258 822252828 2552 252 82228882 8825 252 82225282 22 252 888222.
13. INTELLECTUAL PROPERTY OWNERSHIP
13.1. All intellectual property and related materials which includes but not limited to trade marks, trade secrets, goodwill, patents, copyrights or other materials created, developed or produced by the Consultant in connection with the provision of Consulting Services to the Client shall be the sole property of the Client and the Client shall be granted unfettered access and use of any intellectual property created under this Agreement.
13.2. The Consultant may not use the intellectual property for any purpose other than the provision of the service in connection with this Agreement.
13.3. The Consultant may not permit the use of the intellectual property and shall be responsible for any damages resulting in the unauthorized use of the intellectual property.
14. CONFIDENTIALITY OBLIGATIONS
14.1. The Parties acknowledge that in connection with this Agreement, the Consultant may have access to confidential information and materials, in which case, either of the Consultant agrees to maintain the confidentiality of any materials, documents, or other information relating to the Client's business operations, methods. The Consultant hereby undertakes to do the following:
(I) to keep the confidential information secret at all times;
(II) not to disclose the confidential information or allow it to be disclosed in whole or in part to any third party without the prior consent of the other Party;
(III) to take proper and reasonable measures to ensure the confidentiality of the confidential information.
14.2. The Parties agree to use the confidential information solely for the purpose for which the information was provided. Except as provided herein, no Party shall at any time, during or after the termination of this Agreement do as follows:
(I) use the confidential information except as expressly authorized by the other Party in writing;
(II) disclose, or permit the disclosure of the confidential information except to such authorized persons as are necessary to receive or evaluate the confidential information;
(III) transfer or part with possession of the whole or any part of the confidential information.
14.3. The Parties shall not use, disclose or permit the disclosure by any person of the confidential information for the benefit of any third party.
14.4. These obligations apply to all confidential information whether provided to the Parties before, on or after the date of this Agreement and the obligations of the Parties shall continue to be in force for the following period: ________.
15. REMEDIES FOR BREACH OF CONTRACT
15.1. It is hereby agreed that the terms of this Agreement are fundamental terms of contractual relationship between the Parties. Accordingly, a breach of the terms of this Agreement by the Consultant would occasion financial and other damages and losses to the Client.
15.2. Upon the occurrence of a breach by the Consultant, the Client shall be indemnified of all the loss, damages incurred by the Client and the Client shall have the right to terminate this Agreement.
16. INSURANCE
The Consultant shall obtain the appropriate business insurance with with a limit of liability of not less than ₦________ (________).
17. NON-COMPETE PROVISIONS
17.1. The Consultant undertakes that during the period of service or for following period immediately preceding the termination of this Agreement ________:
(I). not to solicit business from any customers or clients of the Client who were customers or clients of the Client.
(II). not to set up a firm or company (either solely or jointly) capable of engaging in the provision of services and/or services offered by the A company.
17.2. After the termination of this Agreement, the Client shall pay ________% (________ percent) of the Consultant's remuneration as compensation for this non-compete obligation.
17.3. If the Consultant is in breach of this clause, the Client shall charge the sum of ₦________ (________) as penalty for breach of this non-compete obligation.
18. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the Federal Republic of Nigeria.
19. DISPUTE RESOLUTION
19.1. Subject to other provisions of this Agreement, the Parties agree that they shall use their best endeavours to settle any dispute or difference of opinion between them, arising from or connected with this Agreement amicably.
19.2. Any dispute, which cannot be mutually resolved by the parties, shall be referred to arbitration in accordance with the provisions of the following Arbitration Rules:
________
19.3. The Arbitrators shall be appointed by the Parties. The venue of Arbitration shall be the following place:
________
19.4. The decision of the arbitrator(s) shall be final and binding on all the Parties and shall be enforced by any competent court.
20. FORCE MAJEURE
20.1. No Party shall be liable for any failure to fulfill or perform any term of this Agreement if the fulfillment has been delayed, hindered, interfered with or prevented by circumstances beyond a Party's control including but not limited to war, hostilities, or invasion; rebellion, terrorism, revolution, insurrection, military or usurped power; riot, civil disorder or other acts which may reasonably affect the ability of the Party to fulfill its obligations under this Agreement.
20.2. If for any reason the Consultant fails to perform their obligations under this Agreement within a reasonable period, the Client shall have the right to terminate this Agreement.
21. GENERAL PROVISIONS
(I) Notices: All notices under this Agreement may be given orally or in writing. The notices must be delivered personally or mailed by a certified mail to the other party at the address written in this Agreement or that other party's attorney.
(II) Entire Agreement: This Agreement and any other agreement described as an addendum to this Agreement constitutes the entire agreement between the Parties and supersedes any prior contrary written or oral agreement made between them.
(III) Assignment: No Party shall assign any of its obligation or duties under this Agreement, without the prior written consent of the other Party.
(IV) Enurement: This Agreement will enure the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
(V) Cumulative Rights: The rights of the Parties in this Agreement are cumulative and shall not be construed as exclusive except as otherwise stated by the law.
(VI) Headings: Headings in this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
(VII) Waivers: Any term or provision of this Agreement may be waived in writing at any time by the Party entitled to such benefit. No delay, omission to exercise any right shall not be construed as waiver.
(VIII) Severability: If any part of this Agreement is held unenforceable, the remainder of this Agreement shall continue to be in force and have effect.
(IX) Further Assurance: The Parties shall execute and deliver all such documents and take all such actions and all steps to procure the performance of all such acts as may be necessary or incidental to give effect to the provisions of this Agreement.
(X) Counterparts: This Agreement may be executed in several counterparts, all of which constitutes a single agreement between the Parties.
IN WITNESS WHEREOF the parties have duly executed this Agreement this day and year first written above.
SIGNED, SEALED, AND DELIVERED by the within named Client
_________________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
SIGNED, SEALED, AND DELIVERED by the within named Consultant
_________________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
CONSULTING AGREEMENT
This Consulting Agreement is made on ________, between ________, an individual of the following address:
________
hereinafter referred to as (the "Client" which expression shall where the context so admits include its successors-in-title and assigns) of the one part;
AND
________, an individual of the following address:
________
hereinafter referred to as (the "Consultant" which expression shall where the context so admits include its successors-in-title and assigns) of the other part.
WHEREAS
A. The Client wishes to retain the services of the Consultant and is of the opinion that the Consultant is qualified to provide the services stated in this Agreement.
B. The Consultant has agreed to provide the services in accordance with the terms and conditions herein contained in this Agreement.
IN CONSIDERATION of the mutual benefits, promises and obligations set forth in this Agreement, the receipt of which is hereby acknowledged, the Parties hereby agree as follows:
1. TERM OF AGREEMENT
Subject to the terms of this Agreement, this Agreement will commence on ________ (the "Commencement Date") and shall end on ________ (the "Completion Date"). This term shall be renewed automatically and shall be for the same duration as was previously fixed by the Parties.
2. NO EMPLOYMENT
The Consultant acknowledges that the Consultant is hired as an independent contractor, and nothing in this Agreement shall be construed to imply that the Consultant is an employee or the client's authorized agent. Therefore, the Consultant shall retain control as to how to provide the Consulting Services to the Client. The Consultant shall be entitled to their Fees and shall not be entitled to employment benefits as stipulated under the law.
3. SCOPE OF SERVICES
The Client agrees to engage the services of the Consultant to work on the ________ (the "Project") to provide the following services (the "Consulting Services"):
________
4. WORK LOCATION AND SCHEDULE
The Consultant is required to work in the following location:
________
5. FEES
5.1. As compensation for all the services rendered by the Consultant under this Agreement, the Consultant is entitled to the sum of ₦________ (________) per hour (the "Fees").
5.2. Such Fees will be made in cash and shall be subject to the normal statutory deductions made by the Client and payment will be made as follows:
________
5.3. The Fees shall be paid upon the issuance of the Consultant's invoice. The Consultant shall send the invoice to the Client weekly.
5.4. The Client shall pay the Fees within the following period: ________.
5.5. If the Client fails to pay the Consultant's Fees as described above, the following shall apply:
(I) the Client shall pay an interest ________% of the outstanding amount as late fees;
(II) the Consultant shall have the right to cease proving the Consulting Services to the Client;
(III) the Client shall immediately, be liable to pay all outstanding fees, expenses, or cost owed to the Consultant.
6. OBLIGATIONS OF THE CONSULTANT
6.1. The Consultant shall provide the services diligently and with due care.
6.2. The duties may include such other tasks which the Parties may agree on.
6.3. The obligations may from time to time change as agreed upon by the Parties.
7. OBLIGATIONS OF THE CLIENT
The Client shall do as follows:
(I) pay the Consultant compensation, out of pocket expenses and all other fees required;
(II) provide all documents, materials, work tools and equipment necessary for performance of the services required under this Agreement;
(III) pay all relevant taxes required under the law.
8. USE OF STAFF, EMPLOYEES, OR SUB-CONTRACTORS
The Consultant's sub-contractors, staff, or other authorized agents may to provide the Consulting Services for the Client. Notwithstanding this, the Consultant shall be responsible for any work or services rendered by the sub-contractor and shall also be liable for any damage caused by the sub-contractor. The Consultant's staff and workers shall be bound by the Confidentiality Obligations and other terms of this Agreement.
9. EXPENSES
The Consultant shall be reimbursed of all work-related costs and expenses related to the Client's work. The Consultant may be required to provide receipts, together with any additional documentation required, which shows sufficient details of the transaction. Such documents may include expense report or details of the transaction.
10. TERMINATION OF AGREEMENT
10.1. This Agreement may be terminated as follows:
(I) at any period after the expiration of the term of this Agreement or any renewal thereof upon the issuance of the following period of notice in writing:
________;
(II) by either of the Parties if the other Party commits any material breach of any terms contained in this Agreement;
(III) by the Client if the Consultant fails to provide the Consulting Services required under this Agreement;
(IV) by the Consultant if the Client defaults in paying the Fees after making several demands for the Fees to be paid;
(V) by either of the Parties upon the death of the other Party;
(VI) by the Client in the event that the Consultant engages in any act which amounts to gross misconduct.
10.2. Upon termination or expiry of this Agreement, the Consultant agrees to do the following:
(I) immediately return or to the Client all monies, confidential information, documents, books, materials and any other property belong to and relating to the Client which is in the possession of the Consultant;
(II) delete any information relating to the business of the Client on any electronic device, hard disk etc which is in the possession of the Consultant;
(III) not disclose or use any of the Client's trade secret. The Client's shall be entitled to seek an injunction or any other legal remedy to prevent such disclosure or use.
10.3. Upon termination, the Client shall pay any compensation up to the date of termination and any fees falling due for payment for the services rendered by the Consultant.
11. INDEMNITY
Both Parties shall be indemnified from and against all suits, actions, damages, liabilities, expenses of any kind what so ever which result from any act or omission of the indemnifying Party, its employees, successors, agents and assigns which may occur in connection with this Agreement.
12. 88822585 82 58558555
25.________. 552 8228582522 525228 22 2252252 588 25828 525 28882528228 5888222282 525 82 5882555282 8825 252 5825282 82525555 22 252228882258882 52858525 225 252 82288288 2582. 552522252, 252 8228582522 85588 5225582 2522 22252822 25 2552888252822 82 522 58288822, 25528582822, 25 85882288 2552 822288828 8825 252 822252828 25 2822828828 22 252 888222.
25.________. 52 85828 22 222222858 82228882, 252 8228582522 5252525228 22 58888282 25 522252 522 282528858 25 22525 22582258 822252828 2552 252 82228882 8825 252 82225282 22 252 888222.
13. INTELLECTUAL PROPERTY OWNERSHIP
13.1. All intellectual property and related materials which includes but not limited to trade marks, trade secrets, goodwill, patents, copyrights or other materials created, developed or produced by the Consultant in connection with the provision of Consulting Services to the Client shall be the sole property of the Client and the Client shall be granted unfettered access and use of any intellectual property created under this Agreement.
13.2. The Consultant may not use the intellectual property for any purpose other than the provision of the service in connection with this Agreement.
13.3. The Consultant may not permit the use of the intellectual property and shall be responsible for any damages resulting in the unauthorized use of the intellectual property.
14. CONFIDENTIALITY OBLIGATIONS
14.1. The Parties acknowledge that in connection with this Agreement, the Consultant may have access to confidential information and materials, in which case, either of the Consultant agrees to maintain the confidentiality of any materials, documents, or other information relating to the Client's business operations, methods. The Consultant hereby undertakes to do the following:
(I) to keep the confidential information secret at all times;
(II) not to disclose the confidential information or allow it to be disclosed in whole or in part to any third party without the prior consent of the other Party;
(III) to take proper and reasonable measures to ensure the confidentiality of the confidential information.
14.2. The Parties agree to use the confidential information solely for the purpose for which the information was provided. Except as provided herein, no Party shall at any time, during or after the termination of this Agreement do as follows:
(I) use the confidential information except as expressly authorized by the other Party in writing;
(II) disclose, or permit the disclosure of the confidential information except to such authorized persons as are necessary to receive or evaluate the confidential information;
(III) transfer or part with possession of the whole or any part of the confidential information.
14.3. The Parties shall not use, disclose or permit the disclosure by any person of the confidential information for the benefit of any third party.
14.4. These obligations apply to all confidential information whether provided to the Parties before, on or after the date of this Agreement and the obligations of the Parties shall continue to be in force for the following period: ________.
15. REMEDIES FOR BREACH OF CONTRACT
15.1. It is hereby agreed that the terms of this Agreement are fundamental terms of contractual relationship between the Parties. Accordingly, a breach of the terms of this Agreement by the Consultant would occasion financial and other damages and losses to the Client.
15.2. Upon the occurrence of a breach by the Consultant, the Client shall be indemnified of all the loss, damages incurred by the Client and the Client shall have the right to terminate this Agreement.
16. INSURANCE
The Consultant shall obtain the appropriate business insurance with with a limit of liability of not less than ₦________ (________).
17. NON-COMPETE PROVISIONS
17.1. The Consultant undertakes that during the period of service or for following period immediately preceding the termination of this Agreement ________:
(I). not to solicit business from any customers or clients of the Client who were customers or clients of the Client.
(II). not to set up a firm or company (either solely or jointly) capable of engaging in the provision of services and/or services offered by the A company.
17.2. After the termination of this Agreement, the Client shall pay ________% (________ percent) of the Consultant's remuneration as compensation for this non-compete obligation.
17.3. If the Consultant is in breach of this clause, the Client shall charge the sum of ₦________ (________) as penalty for breach of this non-compete obligation.
18. GOVERNING LAW
This Agreement shall be governed and construed in accordance with the laws of the Federal Republic of Nigeria.
19. DISPUTE RESOLUTION
19.1. Subject to other provisions of this Agreement, the Parties agree that they shall use their best endeavours to settle any dispute or difference of opinion between them, arising from or connected with this Agreement amicably.
19.2. Any dispute, which cannot be mutually resolved by the parties, shall be referred to arbitration in accordance with the provisions of the following Arbitration Rules:
________
19.3. The Arbitrators shall be appointed by the Parties. The venue of Arbitration shall be the following place:
________
19.4. The decision of the arbitrator(s) shall be final and binding on all the Parties and shall be enforced by any competent court.
20. FORCE MAJEURE
20.1. No Party shall be liable for any failure to fulfill or perform any term of this Agreement if the fulfillment has been delayed, hindered, interfered with or prevented by circumstances beyond a Party's control including but not limited to war, hostilities, or invasion; rebellion, terrorism, revolution, insurrection, military or usurped power; riot, civil disorder or other acts which may reasonably affect the ability of the Party to fulfill its obligations under this Agreement.
20.2. If for any reason the Consultant fails to perform their obligations under this Agreement within a reasonable period, the Client shall have the right to terminate this Agreement.
21. GENERAL PROVISIONS
(I) Notices: All notices under this Agreement may be given orally or in writing. The notices must be delivered personally or mailed by a certified mail to the other party at the address written in this Agreement or that other party's attorney.
(II) Entire Agreement: This Agreement and any other agreement described as an addendum to this Agreement constitutes the entire agreement between the Parties and supersedes any prior contrary written or oral agreement made between them.
(III) Assignment: No Party shall assign any of its obligation or duties under this Agreement, without the prior written consent of the other Party.
(IV) Enurement: This Agreement will enure the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
(V) Cumulative Rights: The rights of the Parties in this Agreement are cumulative and shall not be construed as exclusive except as otherwise stated by the law.
(VI) Headings: Headings in this Agreement are for convenience only and shall not be construed to limit or otherwise affect the terms of this Agreement.
(VII) Waivers: Any term or provision of this Agreement may be waived in writing at any time by the Party entitled to such benefit. No delay, omission to exercise any right shall not be construed as waiver.
(VIII) Severability: If any part of this Agreement is held unenforceable, the remainder of this Agreement shall continue to be in force and have effect.
(IX) Further Assurance: The Parties shall execute and deliver all such documents and take all such actions and all steps to procure the performance of all such acts as may be necessary or incidental to give effect to the provisions of this Agreement.
(X) Counterparts: This Agreement may be executed in several counterparts, all of which constitutes a single agreement between the Parties.
IN WITNESS WHEREOF the parties have duly executed this Agreement this day and year first written above.
SIGNED, SEALED, AND DELIVERED by the within named Client
_________________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
SIGNED, SEALED, AND DELIVERED by the within named Consultant
_________________________
in the presence of:
Name................................................................................................................
Address.............................................................................................................
Occupation........................................................................................................
Signature..........................................................................................................
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