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Consultancy and commission agreement

This agreement may be used to record the terms upon which a consultant is appointed by a client, where the consultant will be paid (in whole or part) on the basis of commission. This agreement is not suitable for employees, whether or not paid by commission.

In addition to combining the provisions of our standard consultancy agreement with those of our commission agreement, this document includes detailed non-solicitation obligations taken from our non-solicitation agreement.

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Consultancy and commission agreement contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Services: obligation to provide services; standard of services; devotion of personnel to services; keeping customer informed of services; services: compliance with reasonable customer requests; services: compliance with internal policies.
  4. Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties (no acceptance procedure).
  5. Client
    Materials:
    supply of second party materials; licence of second party materials; warranties relating to second party materials.
  6. Intellectual Property Rights: assignment of intellectual property rights in deliverables; licence to use deliverables; mixed assignment and licence of rights; licensing of third party materials; waiver of moral rights in deliverables; further assurance (intellectual property).
  7. Commission payments to
    Consultant
    :
    obligation to pay commission upon trigger event; notification of trigger event; issue of invoice for commission; consequences of failure to notify trigger event.
  8. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  9. Payments: issue of invoices; time for payment of charges following invoice; payment methods.
  10. Interest on late payments: interest on late payments.
  11. Audit: right of audit in case of disputed payment; costs of audit; limits on audit right.
  12. Non-solicitation: restrictions on
    Consultant
    :
    non-solicitation restrictions period; non-solicitation restrictions on first party; non-solicitation restrictions on affiliates; restrictions in section are reasonable; general exception to non-solicitation restrictions.
  13. Consultant
    's confidentiality obligations:
    first party confidentiality undertaking; disclosure of confidential information by first party to certain persons; exceptions to first party's confidentiality obligations; disclosures of second party confidential information mandated by law etc; first party to stop using confidential information upon termination; first party to return or destroy confidential information following termination; first party confidentiality obligations after termination.
  14. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
  15. Indemnity: first party indemnifies second party upon breach (deliverables); conditions upon first party indemnity; limitations of liability vs indemnities.
  16. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
  17. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  18. Termination: termination without cause (optionally assymetric); termination by either party without cause; termination upon breach; termination upon insolvency.
  19. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  20. Status of
    Consultant
    :
    first party is independent contractor not employee; no redundancy or compensation.
  21. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  22. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  23. Assignment: assignment by first party; assignment by second party.
  24. No waivers: no unwritten waivers of breach; no continuing waiver.
  25. Severability: severability of whole; severability of parts.
  26. Third party rights: third party rights: benefit; third party rights: exercise of rights.
  27. Variation: variation in writing and signed.
  28. Entire agreement: entire agreement: documents; no mispresentation; section subject to caveats to limits of liablity.
  29. Law and jurisdiction: governing law; jurisdiction.
  30. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (SERVICES PARTICULARS)

  1. Specification of Services: specification of services prompt.
  2. Specification of Deliverables: specification of deliverables prompt.
  3. Timetable: timetable prompt.
  4. Client
    Materials
    :
    second party materials prompt.
  5. Financial provisions: financial provisions prompt.
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