Consultancy and commission agreement

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
   Client
   materials; licence of
   Client
   materials; warranties relating to 
   Client
   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
     confidentiality obligations:
    Consultant
    confidentiality undertaking; disclosure of confidential information by
    Consultant
     to certain persons; exceptions to
    Consultant
    confidentiality obligations; disclosures of
    Client
    confidential information mandated by law etc;
    Consultant
    to stop using confidential information upon termination;
    Consultant
    to delete confidential information following termination;
    Consultant
    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 asymmetric); 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 misrepresentation; section subject to caveats to limits of liability.
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.