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.Ask about this document
Consultancy and commission agreement contents
- Definitions: definitions.
- Term: commencement of term; end of term.
- 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.
- Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties (no acceptance procedure).
- ClientMaterials: supply ofClientmaterials; licence ofClientmaterials; warranties relating toClientmaterials.
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).
- 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.
- Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
- Payments: issue of invoices; time for payment of charges following invoice; payment methods.
- Interest on late payments: interest on late payments.
- Audit: right of audit in case of disputed payment; costs of audit; limits on audit right.
- 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.
- Consultantconfidentiality obligations:Consultantconfidentiality undertaking; disclosure of confidential information byConsultantto certain persons; exceptions toConsultantconfidentiality obligations; disclosures ofClientconfidential information mandated by law etc;Consultantto stop using confidential information upon termination;Consultantto delete confidential information following termination;Consultantconfidentiality obligations after termination.
- Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
- Indemnity: first party indemnifies second party upon breach (deliverables); conditions upon first party indemnity; limitations of liability vs indemnities.
- 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.
Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
- Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency.
- Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
- Status of Consultant: first party is independent contractor not employee; no redundancy or compensation.
- Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
- Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
- Assignment: assignment by first party; assignment by second party.
- No waivers: no unwritten waivers of breach; no continuing waiver.
- Severability: severability of whole; severability of parts.
- Third party rights: third party rights: benefit; third party rights: exercise of rights.
- Variation: variation in writing and signed.
- Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
- Law and jurisdiction: governing law; jurisdiction.
- Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.
SCHEDULE 1 (
- Specification of
Services: specification of services prompt.
- Specification of
Deliverables: specification of deliverables prompt.
- Timetable: timetable prompt.
: second party materials prompt.ClientMaterials
- Financial provisions: financial provisions prompt.