CONSULTING AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Consulting Agreement (the "Agreement") is made and entered into this ________ day of _______________________, 20_______, the City/Municipality of _____________________, Province of _____________________, by and between:
________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "Consultant".
- and -
________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "Client"
The Consultant and the Client shall be referred to collectively as the "Parties".
WITNESSETH THAT:
WHEREAS, The Consultant has the skills, qualifications, and expertise required to provide Consulting Services to the Client, as described below.
WHEREAS, The Client would like to engage the Consultant's services.
WHEREAS, The Consultant wishes to render such Consulting Services to the Client.
NOW THEREFORE, for and in consideration of the promises and covenants contained herein, the Parties do hereby agree as follows:
I. CONSULTING SERVICES
The Consultant shall provide the Consulting Services to the Client (the "Consulting Services"). In particular, the Consultant agrees to provide the following:
________
The Client in connection with the Consultant's provision of the Consulting Services, has the following objectives:
________
II. PERFORMANCE
The Consultant warrants and represents that the Consultant is equipped with the appropriate skills, knowledge, expertise, and relevant experience to carry out and perform the Consulting Services. At the Client's request, and during the term of this Agreement, the Consultant will provide the Consulting Services to the best of the Consultant's abilities.
The Consultant is equipped with the relevant certification: ________. The Consultant and the Client agree that this certification is a necessary and material requirement for the perfection of this agreement.
III. TERM OF THE AGREEMENT
The Consulting Services will begin on ________ (the "Commencement Date").
The Consultant must meet the following deadlines (the "Key Dates"):
________
IV. OBLIGATIONS OF THE CLIENT
The Client hereby agrees that the Client shall provide whatever will be required, whether business materials, data, or other information necessary as well as necessary and adequate assistance for the Consultant to carry out the Consulting Services. The Client further agrees that should there be any staff, employee, collaborator, or any other person to whom any output of the Consulting Services will be shared, the Client shall ensure that the provisions of this Agreement are respected and complied with.
V. LOCATION
The Consultant shall perform the Consulting Services at the following location (the "Location"):
________
VI. SERVICE FEES
The Client shall pay a fixed fee of ________ (₱________) upon the completion of the agreement (the "Service Fee").
The Client shall pay a retainer fee in the amount of ________ (₱________) prior to the Commencement Date as a requisite for the perfection of this Agreement (the "Retainer Fee"). The Retainer Fee shall be due and demandable on ________.
VII. PAYMENT
The Consultant will be entitled to send an invoice every week.
The Client shall pay the Consultant's invoice within ________ days from the date of receipt of the invoice.
The Client may pay the invoice as follows:
________
VIII. MATERIALS, COSTS, AND DISBURSEMENTS
The Consultant is permitted to charge for all reasonable and necessary costs and expenses incurred in performing the Consulting Services, including but not limited to communications, internet connection, traveling, photocopying, courier services, and postage, subject to agreement from the Client that will be used for the performance of the Consulting Services, on top of the fees set out in this Agreement.
IX. LATE PAYMENTS
If the Client does not pay the invoiced and required amount as provided in this Agreement, the Consultant shall be entitled to charge interest on the outstanding amount at an annual rate of Six Percent (6%). The Consultant may also require the Client to pay for the Consulting Services, or any part of the Consulting Services, in advance and cease performance of the Consulting Services completely until payment is made, at the Consultant's sole and exclusive discretion.
X. TAXES
Any and all charges payable under this Agreement are exclusive of taxes and any surcharges. Taxes imposed upon or required to be paid by the Client or Consultant shall be the sole and exclusive responsibility of each, respectively, provided that any applicable withholding taxes shall be paid in accordance with the laws.
XI. INSURANCE
The Consultant warrants and represents that the Consultant is covered with business insurance which shall be maintained by the Consultant for the duration of the term of this Agreement.
The minimum amount of coverage shall be at least One Million Pesos (₱1,000,000.00) and shall cover general liabilities that may directly arise out of the services rendered by the Consultant.
XII. COPYRIGHT AND INTELLECTUAL PROPERTY
In accordance with the terms and conditions of this Agreement, the Consultant may create Intellectual Property (the "Created IP") including, but not limited to, printed or digital text, research data, audio files containing the outputs of the consultation, drawings, specifications, reports, advice, analyses, design, methodologies, or any other intellectual property as required to perform the Consulting Services to the Client. Any such Created IP generated by the Consultant and the copyright in connection with the performance of the Consulting Services to the Client shall belong to the Consultant, and the Consultant hereby grants the Client a non-exclusive, irrevocable, royalty-free license to use the Created IP for the Client's business and internal purposes. The Client shall be permitted to copy, modify, disseminate, or otherwise publish the Created IP but shall not allow third parties to do so, provided that the Consultant shall keep the Client indemnified against third-party claims to the resulting work of the consulting that is not modified by the Client.
There shall be no infringement of copyright or any intellectual property rights used or obtained during the Consulting Services. The original works or any intellectual property provided by the Client to the Consultant to assist in the provision of the Consulting Services including but not limited to the text, documents or other materials showing information pertaining to the Cient shall belong to the Client and the derivative works or the resulting work of the consulting services provided to the Client by the Consultant shall belong to the Consultant.
XIII. CONFIDENTIALITY
The Consultant hereby acknowledges and agrees that during the term of this Agreement, the Consultant may have access to information that is confidential and/or commercially valuable to the Client ("Confidential Information") which may include but is not limited to:
1. information of whatever nature relating to the business activities, practices, and finances of the Client;
2. any other evaluation material, design work, technologies, technological ideas or strategies, strategic plans and ideas, marketing strategies, innovations, creative plans, concepts, and any other plans, ideas or trade secrets developed by the Consultant or on its behalf, or used by the Client, whether relating specifically to the Client's business or otherwise;
3. any information derived from any other information which falls within this definition of Confidential Information; and
4. any copy of any Confidential Information.
Confidential information shall not include information which:
1. was known or in the possession of the Consultant before it was provided to the Consultant by the Client, provided that it was known or in possession of the Consultant through legal means, and not as a result of any breach of this Agreement or any other agreement or obligation relating to confidentiality (whether or not the the Consultant was a party to such other agreement or obligation);
2. is, or becomes, publicly available through no fault of the Consultant;
3. is provided to the Consultant without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
4. is provided to the Consultant by the Client and is marked "Non-Confidential"; or
5 is required by law or regulation to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary and provided that the Consultant first consulted to establish whether and, if so, how far it is possible to prevent or restrict such enforced disclosure.
If there is any doubt as to whether any particular information constitutes Confidential Information, the Consultant should presume it is Confidential Information, until the Consultant obtains explicit confirmation from the Client that it is not Confidential Information. The Parties further agree that:
1. The Consultant shall keep the Confidential Information confidential and secret.
2. The Consultant shall only use the Confidential Information in accordance with the objectives and purposes of this Agreement in accordance with the provisions thereunder.
3. The Consultant will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Client.
4. The Consultant will not copy or modify Confidential Information without the prior written consent of the Client, or as expressly permitted in accordance with this Agreement.
5. The Consultant shall promptly advise the Client if the Consultant becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
6. The Consultant shall not disclose any Confidential Information to any of their employees, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Client.
7. This clause will survive termination or expiration of this Agreement.
XIV. NONEXCLUSIVITY
The Client agrees and acknowledges that the Consultant may engage or be under the engagement with any other business or industry, including, if applicable, the direct competitors of the Client. Further, the Consultant may be engaged in Consulting Services or be employed with other consulting engagements, business, profession, trade, or similar activities provided that it will not give rise to any conflict of interest between the Consultant and the Client.
XV. 2525585588 82 258852558
558222 82 85828 22 52525 25 22582258 822552 855825 82 282525 25522'8 5828 25 2228822282, 282525 25522'8 885888822 82 82225582, 85588-528882, 25 225258882 5588822 2552525 25 82 8222282822 8825 2588 825222222 25 2552525 25 82 8222282822 8825 252 8222822822 22 252 28882528228 52525 252 825222222 85588 82 8828225 22 252 2228 2585 82 252 888222 22 252 8228582522.
52 252 252222 82 88 858258, 2282525 25522 85588 82 885882 22 252 22525 25522 82 82225582, 85588-528882, 2228822282, 852585 22 825252252 5522, 25 225258882 225 522 8288, 552522, 82828, 25 25222828 22 522 252552 8552822825 82855525 25 85222525 82 2552 22525 25522 22 52 82585282 25 8228285222858 252552 828855822 8825252 8828252822 522 28222288 8288, 5525 8288, 8288 22 22258888, 25 22525 8288 22 25522825, 2522828, 25 85882288.
XVI. INDEMNITY
Unless otherwise provided elsewhere in this agreement, the Client hereby agrees to indemnify the Consultant against any and all damage, liability, and loss, as well as legal fees and costs incurred, as a result of the Consulting Services rendered under this Agreement or any transaction or matter connected with the Consulting Services or the relationship between the Client and the Consultant. This clause shall not be read to provide indemnification for any Party in the event that a competent court of law, rendering final judgment, holds that the bad faith, gross negligence, or willful misconduct of the Party caused the damage, liability, or loss.
XVII. TIME FOR PERFORMANCE
Notwithstanding any provision to the contrary, any dates, periods, or times specified by the Consultant in the Agreement are estimates only and time shall not be of the essence for the performance by the Consultant of its obligations under this Agreement.
XVIII. TERMINATION
This Agreement may be terminated by either Party through a written notice:
1. if the other party commits a material breach of any term of this Agreement that cannot be remedied within Fourteen (14) Days or was not remedied within Fourteen (14) Days after a written request, such as non-payment or non-performance unless otherwise provided elsewhere in this agreement;
2. if the other party becomes unable to perform its duties hereunder, including the duty to pay or the duty to perform;
3. if termination is without cause or if the cause is not mentioned in this article, provided that the written notice shall be given within Thirty (30) days before the effective date of termination.
If this Agreement is terminated, the Client hereby agrees to pay for all Consulting Services rendered up to the date of termination.
Any termination shall not affect the accrued rights or liabilities of either party under this Agreement or the law and shall be without prejudice to any rights or remedies either party may be entitled. Any provision or subpart of this Agreement which is meant to continue after the termination or come into force at or after termination shall not be affected.
XIX. RELATIONSHIP OF THE PARTIES.
The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute an employment, partnership, joint venture, agency relationship, or otherwise between the Parties and that this Agreement is for the sole and express purpose of rendering the Consulting Services by the Consultant to the Client under the terms and conditions contained herein.
XX. WRITTEN NOTICES
All notices that are required to be in writing and any other communication may be made through email at the Parties' respective email addresses as follows:
1. Consultant: ________
2. Client: ________
XXI. FORCE MAJEURE
Neither Party shall be liable for any failure to perform due to causes beyond its reasonable control including but not limited to acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances, provided that the Party prevented from complying herewith shall take all actions within its power to comply as fully as possible.
Except when not reasonably possible, the Party prevented by force majeure shall notify the other Party in writing within 5 days from the occurrence of said force majeure.
XXII. ASSIGNMENT
This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party.
XXIII. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS
The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.
XXIV. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
XXV. WAIVER
Failure of either party to insist, in one or more instances, the strict performance of any of the terms of this Agreement, or to exercise any portion herein contained, shall thereafter not be construed as abandonment or cancellation, or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by the party granting the waiver. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date.
XXVI. COUNTERPARTS
This Agreement may be executed in counterparts, all of which constitute a single agreement. If the dates set forth at the signatures of this document are different, the Agreement shall be considered effective as of the date that both Parties signed the Agreement.
XXVII. SEVERABILITY
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.
XXVIII. CUMULATIVE RIGHTS
The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
XXIX. HEADINGS
Headings are for convenience only and do not affect the interpretation of this Agreement.
XXX. ENTIRETY OF AGREEMENT
This Agreement represents the entire agreement between the Consultant and the Client and supersedes all prior negotiations, representations, agreements, either oral or written.
XXXI. AMENDMENTS AND MODIFICATIONS
This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.
________
Consultant
________
Client
CONSULTING AGREEMENT
KNOW ALL MEN BY THESE PRESENTS:
This Consulting Agreement (the "Agreement") is made and entered into this ________ day of _______________________, 20_______, the City/Municipality of _____________________, Province of _____________________, by and between:
________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "Consultant".
- and -
________, Filipino, of legal age, and with address at ________, hereinafter referred to as the "Client"
The Consultant and the Client shall be referred to collectively as the "Parties".
WITNESSETH THAT:
WHEREAS, The Consultant has the skills, qualifications, and expertise required to provide Consulting Services to the Client, as described below.
WHEREAS, The Client would like to engage the Consultant's services.
WHEREAS, The Consultant wishes to render such Consulting Services to the Client.
NOW THEREFORE, for and in consideration of the promises and covenants contained herein, the Parties do hereby agree as follows:
I. CONSULTING SERVICES
The Consultant shall provide the Consulting Services to the Client (the "Consulting Services"). In particular, the Consultant agrees to provide the following:
________
The Client in connection with the Consultant's provision of the Consulting Services, has the following objectives:
________
II. PERFORMANCE
The Consultant warrants and represents that the Consultant is equipped with the appropriate skills, knowledge, expertise, and relevant experience to carry out and perform the Consulting Services. At the Client's request, and during the term of this Agreement, the Consultant will provide the Consulting Services to the best of the Consultant's abilities.
The Consultant is equipped with the relevant certification: ________. The Consultant and the Client agree that this certification is a necessary and material requirement for the perfection of this agreement.
III. TERM OF THE AGREEMENT
The Consulting Services will begin on ________ (the "Commencement Date").
The Consultant must meet the following deadlines (the "Key Dates"):
________
IV. OBLIGATIONS OF THE CLIENT
The Client hereby agrees that the Client shall provide whatever will be required, whether business materials, data, or other information necessary as well as necessary and adequate assistance for the Consultant to carry out the Consulting Services. The Client further agrees that should there be any staff, employee, collaborator, or any other person to whom any output of the Consulting Services will be shared, the Client shall ensure that the provisions of this Agreement are respected and complied with.
V. LOCATION
The Consultant shall perform the Consulting Services at the following location (the "Location"):
________
VI. SERVICE FEES
The Client shall pay a fixed fee of ________ (₱________) upon the completion of the agreement (the "Service Fee").
The Client shall pay a retainer fee in the amount of ________ (₱________) prior to the Commencement Date as a requisite for the perfection of this Agreement (the "Retainer Fee"). The Retainer Fee shall be due and demandable on ________.
VII. PAYMENT
The Consultant will be entitled to send an invoice every week.
The Client shall pay the Consultant's invoice within ________ days from the date of receipt of the invoice.
The Client may pay the invoice as follows:
________
VIII. MATERIALS, COSTS, AND DISBURSEMENTS
The Consultant is permitted to charge for all reasonable and necessary costs and expenses incurred in performing the Consulting Services, including but not limited to communications, internet connection, traveling, photocopying, courier services, and postage, subject to agreement from the Client that will be used for the performance of the Consulting Services, on top of the fees set out in this Agreement.
IX. LATE PAYMENTS
If the Client does not pay the invoiced and required amount as provided in this Agreement, the Consultant shall be entitled to charge interest on the outstanding amount at an annual rate of Six Percent (6%). The Consultant may also require the Client to pay for the Consulting Services, or any part of the Consulting Services, in advance and cease performance of the Consulting Services completely until payment is made, at the Consultant's sole and exclusive discretion.
X. TAXES
Any and all charges payable under this Agreement are exclusive of taxes and any surcharges. Taxes imposed upon or required to be paid by the Client or Consultant shall be the sole and exclusive responsibility of each, respectively, provided that any applicable withholding taxes shall be paid in accordance with the laws.
XI. INSURANCE
The Consultant warrants and represents that the Consultant is covered with business insurance which shall be maintained by the Consultant for the duration of the term of this Agreement.
The minimum amount of coverage shall be at least One Million Pesos (₱1,000,000.00) and shall cover general liabilities that may directly arise out of the services rendered by the Consultant.
XII. COPYRIGHT AND INTELLECTUAL PROPERTY
In accordance with the terms and conditions of this Agreement, the Consultant may create Intellectual Property (the "Created IP") including, but not limited to, printed or digital text, research data, audio files containing the outputs of the consultation, drawings, specifications, reports, advice, analyses, design, methodologies, or any other intellectual property as required to perform the Consulting Services to the Client. Any such Created IP generated by the Consultant and the copyright in connection with the performance of the Consulting Services to the Client shall belong to the Consultant, and the Consultant hereby grants the Client a non-exclusive, irrevocable, royalty-free license to use the Created IP for the Client's business and internal purposes. The Client shall be permitted to copy, modify, disseminate, or otherwise publish the Created IP but shall not allow third parties to do so, provided that the Consultant shall keep the Client indemnified against third-party claims to the resulting work of the consulting that is not modified by the Client.
There shall be no infringement of copyright or any intellectual property rights used or obtained during the Consulting Services. The original works or any intellectual property provided by the Client to the Consultant to assist in the provision of the Consulting Services including but not limited to the text, documents or other materials showing information pertaining to the Cient shall belong to the Client and the derivative works or the resulting work of the consulting services provided to the Client by the Consultant shall belong to the Consultant.
XIII. CONFIDENTIALITY
The Consultant hereby acknowledges and agrees that during the term of this Agreement, the Consultant may have access to information that is confidential and/or commercially valuable to the Client ("Confidential Information") which may include but is not limited to:
1. information of whatever nature relating to the business activities, practices, and finances of the Client;
2. any other evaluation material, design work, technologies, technological ideas or strategies, strategic plans and ideas, marketing strategies, innovations, creative plans, concepts, and any other plans, ideas or trade secrets developed by the Consultant or on its behalf, or used by the Client, whether relating specifically to the Client's business or otherwise;
3. any information derived from any other information which falls within this definition of Confidential Information; and
4. any copy of any Confidential Information.
Confidential information shall not include information which:
1. was known or in the possession of the Consultant before it was provided to the Consultant by the Client, provided that it was known or in possession of the Consultant through legal means, and not as a result of any breach of this Agreement or any other agreement or obligation relating to confidentiality (whether or not the the Consultant was a party to such other agreement or obligation);
2. is, or becomes, publicly available through no fault of the Consultant;
3. is provided to the Consultant without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
4. is provided to the Consultant by the Client and is marked "Non-Confidential"; or
5 is required by law or regulation to be disclosed, but in the event that this exception applies, it applies only to the absolute minimum necessary and provided that the Consultant first consulted to establish whether and, if so, how far it is possible to prevent or restrict such enforced disclosure.
If there is any doubt as to whether any particular information constitutes Confidential Information, the Consultant should presume it is Confidential Information, until the Consultant obtains explicit confirmation from the Client that it is not Confidential Information. The Parties further agree that:
1. The Consultant shall keep the Confidential Information confidential and secret.
2. The Consultant shall only use the Confidential Information in accordance with the objectives and purposes of this Agreement in accordance with the provisions thereunder.
3. The Consultant will hold the Confidential Information in confidence and will not disclose the Confidential Information to any person or entity without the prior written consent of the Client.
4. The Consultant will not copy or modify Confidential Information without the prior written consent of the Client, or as expressly permitted in accordance with this Agreement.
5. The Consultant shall promptly advise the Client if the Consultant becomes aware of any possible unauthorized disclosure or use of the Confidential Information.
6. The Consultant shall not disclose any Confidential Information to any of their employees, except those employees who are required to have the Confidential Information in order to perform their job duties in connection with the limited purposes of this Agreement. Each permitted employee to whom Confidential Information is disclosed shall sign a non-disclosure agreement substantially the same as this Agreement at the request of the Client.
7. This clause will survive termination or expiration of this Agreement.
XIV. NONEXCLUSIVITY
The Client agrees and acknowledges that the Consultant may engage or be under the engagement with any other business or industry, including, if applicable, the direct competitors of the Client. Further, the Consultant may be engaged in Consulting Services or be employed with other consulting engagements, business, profession, trade, or similar activities provided that it will not give rise to any conflict of interest between the Consultant and the Client.
XV. 2525585588 82 258852558
558222 82 85828 22 52525 25 22582258 822552 855825 82 282525 25522'8 5828 25 2228822282, 282525 25522'8 885888822 82 82225582, 85588-528882, 25 225258882 5588822 2552525 25 82 8222282822 8825 2588 825222222 25 2552525 25 82 8222282822 8825 252 8222822822 22 252 28882528228 52525 252 825222222 85588 82 8828225 22 252 2228 2585 82 252 888222 22 252 8228582522.
52 252 252222 82 88 858258, 2282525 25522 85588 82 885882 22 252 22525 25522 82 82225582, 85588-528882, 2228822282, 852585 22 825252252 5522, 25 225258882 225 522 8288, 552522, 82828, 25 25222828 22 522 252552 8552822825 82855525 25 85222525 82 2552 22525 25522 22 52 82585282 25 8228285222858 252552 828855822 8825252 8828252822 522 28222288 8288, 5525 8288, 8288 22 22258888, 25 22525 8288 22 25522825, 2522828, 25 85882288.
XVI. INDEMNITY
Unless otherwise provided elsewhere in this agreement, the Client hereby agrees to indemnify the Consultant against any and all damage, liability, and loss, as well as legal fees and costs incurred, as a result of the Consulting Services rendered under this Agreement or any transaction or matter connected with the Consulting Services or the relationship between the Client and the Consultant. This clause shall not be read to provide indemnification for any Party in the event that a competent court of law, rendering final judgment, holds that the bad faith, gross negligence, or willful misconduct of the Party caused the damage, liability, or loss.
XVII. TIME FOR PERFORMANCE
Notwithstanding any provision to the contrary, any dates, periods, or times specified by the Consultant in the Agreement are estimates only and time shall not be of the essence for the performance by the Consultant of its obligations under this Agreement.
XVIII. TERMINATION
This Agreement may be terminated by either Party through a written notice:
1. if the other party commits a material breach of any term of this Agreement that cannot be remedied within Fourteen (14) Days or was not remedied within Fourteen (14) Days after a written request, such as non-payment or non-performance unless otherwise provided elsewhere in this agreement;
2. if the other party becomes unable to perform its duties hereunder, including the duty to pay or the duty to perform;
3. if termination is without cause or if the cause is not mentioned in this article, provided that the written notice shall be given within Thirty (30) days before the effective date of termination.
If this Agreement is terminated, the Client hereby agrees to pay for all Consulting Services rendered up to the date of termination.
Any termination shall not affect the accrued rights or liabilities of either party under this Agreement or the law and shall be without prejudice to any rights or remedies either party may be entitled. Any provision or subpart of this Agreement which is meant to continue after the termination or come into force at or after termination shall not be affected.
XIX. RELATIONSHIP OF THE PARTIES.
The Parties hereby acknowledge and agree that nothing in this Agreement shall be deemed to constitute an employment, partnership, joint venture, agency relationship, or otherwise between the Parties and that this Agreement is for the sole and express purpose of rendering the Consulting Services by the Consultant to the Client under the terms and conditions contained herein.
XX. WRITTEN NOTICES
All notices that are required to be in writing and any other communication may be made through email at the Parties' respective email addresses as follows:
1. Consultant: ________
2. Client: ________
XXI. FORCE MAJEURE
Neither Party shall be liable for any failure to perform due to causes beyond its reasonable control including but not limited to acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances, provided that the Party prevented from complying herewith shall take all actions within its power to comply as fully as possible.
Except when not reasonably possible, the Party prevented by force majeure shall notify the other Party in writing within 5 days from the occurrence of said force majeure.
XXII. ASSIGNMENT
This Agreement, or the rights granted hereunder, may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party.
XXIII. SUPPORTING DOCUMENTS AND ADDITIONAL ACTS
The Parties agree to execute such other documents as are reasonable and necessary for the proper implementation of this Agreement.
XXIV. APPLICABLE LAW
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines.
XXV. WAIVER
Failure of either party to insist, in one or more instances, the strict performance of any of the terms of this Agreement, or to exercise any portion herein contained, shall thereafter not be construed as abandonment or cancellation, or waiver of such term. No waiver shall be deemed to have been made unless expressed in writing and signed by the party granting the waiver. No waiver of any term or provision of this Agreement shall constitute a waiver of any other term or provision or of the same provision on a future date.
XXVI. COUNTERPARTS
This Agreement may be executed in counterparts, all of which constitute a single agreement. If the dates set forth at the signatures of this document are different, the Agreement shall be considered effective as of the date that both Parties signed the Agreement.
XXVII. SEVERABILITY
The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. In the event that any provision of this Agreement is held to be invalid, the Parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed subsequent to the expungement of the invalid provision.
XXVIII. CUMULATIVE RIGHTS
The rights of the Parties under this Agreement and the law are cumulative and shall not be construed as exclusive unless otherwise required by law.
XXIX. HEADINGS
Headings are for convenience only and do not affect the interpretation of this Agreement.
XXX. ENTIRETY OF AGREEMENT
This Agreement represents the entire agreement between the Consultant and the Client and supersedes all prior negotiations, representations, agreements, either oral or written.
XXXI. AMENDMENTS AND MODIFICATIONS
This Agreement may be amended only by a written instrument signed and agreed upon by both Parties.
IN WITNESS WHEREOF, the Parties have hereunto affixed their signatures on the date and place first stated above.
________
Consultant
________
Client
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