consultancy_agreement

SAMPLE CONSULTANCY AGREEMENT

This CONSULTANCY AGREEMENT is made effective for all purposes and in all respects as of
this _____day of ___________2017,

BY AND BETWEEN

__________ having its registered office at ______________ [hereinafter referred to as "Client"]

AND

__________having its registered office at ___________[hereinafter referred to as the "Consultant"]
who shall collectively be known herein as the “Parties”.

RECITALS

WHEREAS, The Consultant is required to render consulting in ____________;

WHEREAS, The Consultant provides consulting in the areas of _____________;

WHEREAS, The Client wishes to engage the consultant and consultant wishes to accept such
consultancy on the terms and under the conditions recited below.

With acknowledgment of the mutual promises and of other good and valuable consideration herein
contained, the Parties, intending to be legally bound, hereby agree as follows:

Section 1 - Consultancy and Duties
1.1. Client - The Client engages the consultant and the consultant accepts the engagement as
a consultant in accordance with the terms of this Agreement.
1.2. Description of Services – _____________________________________

1.3. Duties and Assignments - The Client shall determine the duties to be performed by the
consultant and the means and the manner by which those duties shall be performed. The
Client shall determine the assignment of clients to the consultant and the Consultant shall
perform services for such clients assigned.

1.4. Place of Engagement– ______________________________________________

Section 2 - Compensation
2.1. Consultancy Fee / Retainer –

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2.1.1. For all services rendered by the Consultant under this Agreement, the Client shall
pay the Consultant a mutually acceptable Consultancy Fee of Rs. _____.
[inclusive of service tax]

2.2. Taxes and other statuary payments - Consultant shall be solely responsible to pay all
necessary taxes

Section 3 - Disclosure
Consultant is required to disclose any outside activities or interests that conflict or may
conflict with the best interests of Client.

Section 4 – Confidentiality and Return of records
4.1. Confidentiality - Client recognizes that the consultant has and will gain information
relating to business affairs; financial information; personal information; future plans;
And other proprietary information (collectively, "Information") which are valuable,
special and unique assets of Client and need to be protected from improper disclosure.
Consultant agrees that Consultant will not at any time or in any manner, either directly or
indirectly, use any Information for Consultant's own benefit, or divulge, disclose, or
communicate in any manner any Information to any third party without the prior consent
of Client. Consultant will protect the Information and treat it as strictly confidential. A
violation of this paragraph shall be a material violation of this Agreement.

4.2 Confidentiality after termination - The confidentiality provisions of this Agreement shall
remain in full force and effect after the termination of this Agreement.

4.3 Return of records - Upon termination of this Agreement, Consultant shall deliver all
records, notes, and data of any nature that are in Consultant's possession or under
Consultant's control and that are Client's property or relate to Client's business. All
records, documents, and files concerning clients of the Client shall belong to and remain
the property of the Client.

Section 5 - Miscellaneous
5.1. Notices - All notices under this Agreement shall be mailed or communicated to the
parties hereto at the following respective addresses, emails or phone numbers:
Consultant:

Client:

A change in the mailing address of any party may be effected by serving written notice
of such change and of such new address upon the other party.

Section 6 – Modification
This agreement may be modified, superseded, or voided only upon the written and
signed agreement of the Parties. Further, the physical destruction or loss of this

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document shall not be construed as a modification or termination of the agreement
contained herein.

Section 7 – Severability
Invalidity, illegality or unenforceability of any provision of this Agreement does not
affect any other provision and, in the event of a judicial finding of such invalidity,
illegality or unenforceability, that provision is severed and this Agreement remains in
force in all other respects. If this happens, the parties shall negotiate in good faith and
accept a valid replacement provision that corresponds as far as possible to the spirit,
purpose and commercial value of the invalid, illegal or unenforceable provision.

Section 8 – Acknowledgement
Each party acknowledges that he or she has had an adequate opportunity to read and
study this Agreement.

Section 9 – Applicable Law
This Agreement shall be governed by the applicable laws of:
1. Country: India and
2. State: New Delhi.

Section 10 – Dispute Resolution
This Agreement shall be governed by the Laws of India. Any dispute, controversy or
claim arising out of or relating to this Agreement including but not limited to its
interpretation or performance or to the transactions contemplated hereunder [“Dispute”]
shall be resolved by the Parties in good faith promptly by negotiation. If the Dispute has
not been resolved within thirty (30) days of either Party's request for negotiation, either
Party may submit the Dispute to be finally settled by arbitration under the Arbitration
and Conciliation Act, 1996 or any other statutory modification thereof, by three
arbitrators.

The Parties shall appoint one arbitrator each. The third arbitrator shall be appointed by
the two arbitrators appointed by each of the Parties. The seat of the arbitrator shall be at
New Delhi, India. Subject to the foregoing, the Parties agree that the courts in New
Delhi, India shall have exclusive jurisdiction to entertain any application for interim
relief under section 9 of the Arbitration and Conciliation Act, 1996.

Each Party hereby consents to a single, consolidated arbitration proceeding of multiple
claims. The prevailing Party in any arbitration conducted in terms of this section shall be
entitled to recover from the other Party its reasonable attorneys' fees and other
reasonable costs of arbitration.

IN WITNESS WHEREOF, and acknowledging acceptance and agreement of the foregoing, Client
and Consultant affix their signatures hereto.

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CLIENT CONSULTANT

_____________________________________ _____________________________________

Through: Through:
Title: Title:
Dated: ___________ Dated: ___________

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