Consultancy Agreement – Company Appoints Company (with Designated Representatives)

Updated for 2014

Under this consultancy agreement, one company engages another company as a consultant to provide consultancy services to it on the basis that the consultant company provides the services of specified persons to perform the consultancy services.

This consultancy agreement is fully customisable and can be used in relation to the provision of any services whether such services relate to financial services, IT services, property services, etc.

Further details are set out below.

See below for a full product description
 

This consultancy agreement is designed to be used where an individual's services are provided to a client company through an intermediary consultant company that is usually controlled by the individual. Where consultancy services are provided in this way, the client will want to ensure that the individual also provides appropriate undertakings to comply with the terms of the consultancy agreement. In this respect, in addition to having a consultancy agreement itself, it is usual to have the individual sign a simple letter whereby he agrees to perform and comply with specific provisions of the consultancy agreement. A sample side letter is attached to this consultancy agreement.

This agreement sets out the basis of the consultancy arrangement between the consultant and the hiring party. Under the agreement, the consultant will be retained for a specified period of time to provide the designated consultancy services to the client. The provision of these services will commence on the commencement date set out in the agreement and will terminate at the end of the designated consultancy period unless the parties agree to extend the period.

The consultant will be required to work for a particular number of days per week or devote a particular amount of time to the provision of the consultancy arrangements.

The consultancy agreement sets out the standards that should apply to the provision of the consultancy services. In brief, the consultant will be obliged to provide the services on a timely basis and with due care and skill. In addition, the consultant is obliged to ensure that any opportunities that come to the consultant are properly re-directed to the client.

The agreement also sets out the basis upon which the consultancy fees will be paid to the consultant. The payment terms can be amended as necessary to suit the particular arrangement in question. The consultant will be entitled to reimbursement of any out of pocket expenses.

Under the terms of the consultancy agreement, the client shall be entitled to terminate the consultant’s appointment at any time upon the giving of a specific level of advance notice where the consultant is guilty of gross negligence, a failure to perform the consultancy services, theft, fraud, conviction for a criminal offence, etc.

Following termination of the consultancy agreement, the consultant shall be obliged to deliver up all documentation that it holds in respect of the client and the client’s business.

The consultant is obliged to refrain from disclosing any corporate information, technical information or confidential business information to any third party (and from making use of that information for any purpose other than the performance of the consultancy services) unless such disclosure is required as a matter of law.

In order to protect the value of the client’s business and information, a number of restrictions are imposed on the consultant such as restrictions on poaching clients and staff of the client, getting involved with competing businesses and interfering with suppliers and customers. These provisions should be read carefully and agreed between the client and consultant.

During the performance of the consultancy services, the client will wish to ensure that its intellectual property rights are protected. To this end, it will want to ensure that any intellectual property rights which the consultant acquires during the performance of the consultancy services will belong to the client; and to the extent that they do not, that those rights will be assigned by the consultant to the client. The consultancy agreement provides for this by allowing the client to act as the agent of the consultant under a power of attorney in the transfer of those rights to the client.

A duty is also imposed on the consultant to disclose any rights that it may acquire in relation to any production, invention or discovery that the consultant makes during the course of the consultancy arrangement. If for any reason the consultant refuses to assign the rights in any of these inventions or discoveries, and to the extent that the client lacks sufficient authority under the terms of the consultancy agreement to act as the consultant’s agent in making such an assignment on the consultant’s behalf, the matter may be referred to a third party for arbitration. In the event that the parties fail to agree on a proposed arbitrator, that arbitrator can be chosen by the president of the Law Society of Ireland on the application of either party.

The consultancy agreement also includes standard boiler plate clauses such as in relation to confidentiality, notice requirements, governing laws, etc.

Detailed instructions on each of the clauses in this consultancy agreement and on completing this consultancy agreement are contained in the notes that accompany the agreement.



Clauses Included:

- Defined Terms Clause

- Consultancy Clause

- Consultant’s Services Clause

- Fees Clause

- Expenses Clause

- Status and Indemnity Clause

- Termination Clause

- Delivery Up by the Consultant Clause

- Non-Compete Restrictions Clause

- Intellectual Property Rights Clause

- Notices Clause

- Confidentiality Clause

- Counterparts Clause

- Severability Clause

- Waiver Clause

- Costs Clause

- Entire Agreement Clause

- Governing Law and Jurisdiction Clause



- Schedule 1 - Details of the consultancy services to be provided

- Schedule 2 - Details of how the consultant’s fees will be calculated

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