CONSULTANCY SERVICES AGREEMENT

This Consultancy Services Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT THE NAME OF THE CLIENT],  having registered office at [INSERT THE ADDRESS OF THE CLIENT] (hereinafter referred to as the “Client” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT THE NAME OF THE CONSULTANT], having registered office at [INSERT THE OF THE CONSULTANT] (hereinafter referred to as the “Consultant” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Client” and the “Consultant” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Client is engaged in the business of [INSERT THE TYPE OF BUSINESS] and is willing to have Consultancy services from the Consultant.
2. The Consultant possesses the necessary qualification, skills and expertise to perform the services as agreed upon by both the parties.
3. The Client and Consultant mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1.  "Client" refers to an individual or an entity engaging the services of the Consultant under this Agreement.
   2. "Consultant" refers to an individual or entity who is engaged in providing the consultancy services to the Client under this Agreement.
   3. "Services" shall mean the consultancy services to be provided by the Consultant to the Client, as detailed in the Scope of Services.
   4. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   5. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
3. SCOPE OF SERVICES
   1. The Consultant shall provide the following Consultancy Services as mentioned in Exhibit-A attached and forms an integral part of this agreement.
   2. The Consultant shall perform the Services diligently and in a professional manner, applying their expertise and best efforts to achieve the desired outcomes as agreed upon by the parties. Any changes or modifications to the Scope of Services must be agreed upon in writing and signed by both parties as an addendum to this Agreement.
   3. Consultant acknowledges that the Scope of Services does not include any work beyond the defined services unless explicitly agreed upon in writing and subject to additional fees and terms.
   4. The parties agree to hold regular progress meetings to review the status of the Services and discuss any adjustments or issues that may arise during the engagement.
   5. The Consultant can decide the location of the Service as per the comfort of both the parties.
4. REPORTS
   1. The Consultant shall provide the client with comprehensive reports on a [INSERT TIME FOR COMPREHENSIVE REPORT i.e. (monthly/quarterly)] basis, or as otherwise agreed upon, detailing the progress, results and key performance indicators achieved during the reporting period.
   2. The Reports shall be delivered to the Client in a mutually agreed format, the Client agrees to promptly review the report and give feedback or clarifications as and when required, within a reasonable period.
   3. Any data or information shared in the reports shall be treated as Confidential Information and should not be disclosed to any third-party without prior permission from the Parties.
5. CONSULTANT’ S OBLIGATION
   1. The Consultant shall diligently and professionally in good-faith perform the services as mentioned in Exhibit-A.
   2. The Consultant shall exercise due-care and skill in executing the tasks and adhere to industry best practices.
   3. The Consultant shall be available to offer consultation and support to address any related inquiries or concerns raised by the client during the term of this agreement and for a period of [INSERT THE PERIOD AFTER THE AGREEMENT FOR WHICH CONSULTANT SHALL BE AVAILABLE TO PROVIDE SERVICES] after the completion of such services.
   4. The Consultant shall not disclose any confidential information of the client to any third-party without the prior permission of the Client.
6. CLIENT’S OBLIGATION
   1. The Client shall provide all the relevant access, information, and data to the Consultant in order to render the Services as per the agreed terms and conditions of this Agreement.
   2. The Client shall not engage in any activity that may violate the guidelines or compromise the integrity of the Consultancy services.
   3. The Client shall provide timely payments to the Consultant for the services as per the agreed terms and conditions.
   4. The Client shall not disclose any confidential information of the Consultant to any third-party without the prior permission from the Client.
7. PAYMENT
   1. In consideration for the Services, the Client shall pay the Consultant a maximum total fee for all the work under this Agreement [INSERT THE FEES PAID BY THE CLIENT IN CONSIDERATON FOR THE SERVICES]. Fees billed shall be due and payable upon the Consultant providing the Client with an invoice.  Invoices will be provided by the Consultant soon after each Service is completed and signed off. The Services are mentioned in Exhibit A which is attached to this Agreement.
   2. For any other reasonable expense of the Consultant related to the service provided, the client agrees to make the payment along with the fees mentioned in this agreement.
   3. All payments made to the Client under this Agreement must be in [INSERT FIAT CURRENCY]. The client agrees to pay the amount mentioned in the invoice within [INSERT NUMBER OF DAYS WITHIN WHICH PAYMENT IS TO BE MADE]. The payment shall be made via [INSERT MODE OF PAYMENT].
8. REPRESENTATION AND WARRANTY
   1. The client represents and warrants that all the information provided to the Consultant, including business information and contact details is accurate, complete and up-to-date.
   2. The Client warrants that it will comply with all the reasonable recommendations provided by the Consultant to enhance the performance and gain desired results.
   3. The Consultant represents and warrants to have necessary skills, expertise, knowledge and resources to perform the Services in a professional and competent manner.
   4. The Consultant warrants that all the techniques and strategies used during the project shall be in compliance with applicable law, regulations, and industry best practices.
9. LIMITATION OF LIABILITY
   1. In no event shall the Consultant be liable to Client , its employees or any person acting on its behalf, whether in contract, tort (including negligence) or otherwise for any loss of goodwill, any loss of business, profits or revenue, loss of operation time, increased costs or wasted expenditure, damages of any kind including special, indirect, incidental, consequential, punitive, exemplary, or tort damages arising out of or relating to this Agreement. The maximum aggregate amount that the Client or any Party claiming through it can recover from the Consultant for all claims arising from, under or relating to this Agreement (whether in contract, tort including negligence or otherwise) will in no event exceed the value of the services performed under this Agreement till the date on which such claim arose.
10. CONFIDENTIALITY
    1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
    2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
    3. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
    4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
    5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
11. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
    1. The Consultant covenants that it will not claim any right, title or interest whether at law or in equity in any Copyright or any Intellectual Property of the Client’ business and that the Client shall be the sole, exclusive and absolute owner of all.
    2. All the intellectual property rights related to the Consultant Services shall remain the property of the Consultant. Client is granted a non-exclusive, non-transferable license to use the Consultant Services for its internal purpose only.
12. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS TO SEND NOTICE] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
13. INDEMNIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
14. DISPUTE RESOLUTION
    1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator . The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
15. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Client and Consultant
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
16. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
17. NON DISPARAGMENT
    1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
    2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
18. NON-SOLICITATION
    1. During the term of this Agreement and for a period of [FILL UP THE DURATION FOR WHICH THE NON SOLICIATION CLAUSE WILL AP, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT SOLICIT] agrees not to, directly or indirectly:
    2. Solicit, induce, or attempt to solicit or induce any employee, contractor, or agent of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] to terminate their relationship with [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] or to join any business or entity associated with [INSERT THE PARTY THAT SHALL NOT SOLICIT].
    3. Solicit, induce, or attempt to solicit or induce any customer, client, or business partner of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] with whom [INSERT THE PARTY THAT SHALL NOT SOLICIT] had contact or became aware of during the term of this Agreement, for the purpose of diverting business or engaging in a competing activity.
    4. Both parties agree that the duration, scope, and terms of this non-solicitation clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE].In the event of a breach or threatened breach of this clause, [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] shall be entitled to seek injunctive relief and any other legal or equitable remedies available, without the requirement to post bond or other security.
19. DATA PROTECTION
    1. Both Parties agree to comply with all applicable data protection laws and regulations in connection with the processing of personal data under this Agreement, including any highly sensitive personal information. Personal data shall be collected, processed, and stored lawfully, fairly, and transparently for specific and legitimate purposes. Each Party shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, disclosure, alteration, or destruction. Data transfers across jurisdictions shall only occur in compliance with legally recognized mechanisms.
    2. In the event of any actual or suspected data breach affecting Customer data, including highly sensitive personal information, the Service Provider shall promptly notify the Customer in writing and provide all reasonable assistance to mitigate risks and comply with applicable breach notification requirements. Each Party shall ensure that data subjects can exercise their rights regarding access, rectification, erasure, restriction of processing, and objection to automated decision-making. Any third-party processing must be governed by a legally binding agreement ensuring compliance with applicable laws. Upon termination of this Agreement, personal data shall be securely deleted unless legal obligations require retention. This clause shall be governed by applicable data protection laws, and disputes shall be resolved in accordance with those regulations.
20. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is[INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Day following resumption of regular postal service:
       1. If to the Consultant: [INSERT EMAIL ID OR/AND ADDRESS OF CONSULTANT]
       2. If to the Client: [INSERT EMAIL ID OR/AND ADDRESS OF CLIENT]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
21. ELECTRONIC SIGNATURES:
    1. This Standard Clause provides that parties may authenticate the agreement with an electronic signature. Each party agrees that the electronic signatures, whether digital or encrypted, of the parties included in this Agreement are intended to authenticate this writing and to have the same legal force and effect as manual signatures.
    2. Electronic signature means any electronic sound, symbol or process attached to or logically associated with a record and executed and adopted by a party with the intent to sign such record, including email electronic signatures.
22. INDEPENDENT CONTRACTOR
    1. The Consultant is engaged as an independent contractor and nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between the Parties. The Consultant shall have no authority to bind or commit the Client in any manner. The Consultant shall be solely responsible for all taxes, withholdings, statutory, or other obligations of any sort related to the compensation received hereunder. The Consultant is not eligible to participate in any of the Client’s benefit programs or plans, and nothing in this Agreement shall be construed to provide the Consultant with any rights or benefits that are available to the Client’s employees. Each Party acknowledges that it is solely responsible for its own expenses and costs incurred in the performance of its obligations under this Agreement.
23. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be the [INSERT LANGUAGE].
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
24. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Consultant

Name: [INSERT THE NAME OF CONSULTANT/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT THE DATE ON WHICH CONSULTANT SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Client

Name: [INSERT THE NAME OF CLIENT/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [INSERT THE DATE ON WHICH CLIENT SIGNS THE AGREEMENT]

EXHIBIT-A

(DESCRIPTION OF SERVICES)

[INSERT DESCRIPTION OF SERVICES]