Consultancy agreement template
Academic Publishing Academy b.v., also trading under the name Magknowlia Publishing , Johan van Vlietstraat 80, 2013 AR Haarlem, The Netherlands (the Company)
The Consultant shall provide the Company with the services specified in Schedule 1, as well as any other services as may be requested from time to time by the Company (the Services). The Consultant shall render the Services with due care and diligence.
- FEES AND EXPENSES
- In consideration for the Services, the Company shall pay the Consultant a fee as specified in Schedule 2. In the event that this Agreement expires or is terminated for whatever reason in the course of a year, the fee shall be reduced pro-rata and shall be payable within 30 days following such expiry or termination date. Payment of the fees shall be made within 14 days of receipt by the Company of the Consultant’s approved invoice, to be issued on the last day of each month for the Services rendered during such month.
- The Company shall reimburse to the Consultant for all reasonable expenses of the Consultant in connection with proper performance of the Services, provided the Company has given its prior written approval thereto. Reimbursement of expenses shall be made within 14 days of receipt by the Company of the Consultant’s itemized statement of expenses, to be issued on a monthly basis, which includes proper documentation of all expenses.
- INDEPENDENT CONTRACTOR STATUS
- The Consultant shall perform all Services as an independent contractor and not as an employee or agent of the Company. The Consultant is not authorized to assume or create any obligation or responsibility, express or implied, on behalf of, or in the name of, the Company or to bind the Company in any manner.
- Time Spent. In performing the services, the amount of time devoted by the Consultant on any given day will be entirely at the Consultant’s discretion, and the Company will rely on the Consultant’s discretion regarding the amount of time necessary to fulfil the requirements of this Agreement.
- Taxes, Social Security. The Consultant shall be solely responsible for all taxes, unemployment insurance and social security contributions in connection with this Agreement and for maintaining adequate workers’ compensation insurance coverage.
- Confidential Information. The Consultant may receive access to certain proprietary and/or non-public information of the Company (the Confidential Information) in the context of rendering the Services. Confidential Information includes any information provided by the Company, its representatives or affiliates to the Consultant and declared to be or physically marked as confidential, or which the Consultant may reasonably assume is to be treated confidentially. Confidential Information includes this Agreement and any information generated on the basis of Confidential Information.
- Third Party Materials and Agreements. The Consultant agrees that all Consultant’s obligations relating to Confidential Information pursuant to this Section 4 extend to similar information and materials of customers or suppliers of the Company or other third parties who may have disclosed or entrusted the same to the Company or to the Consultant. The Consultant acknowledges that the Company from time to time may have agreements with other persons that impose obligations or restrictions on the Company regarding Inventions made during the course of work under such agreements or regarding the confidential nature of such work. The Consultant agrees to be bound by all such obligations and restrictions that are known to Consultant and to take all action necessary to discharge the obligations of the Company under such agreements.
- The Consultant shall not disclose any Confidential Information to any third parties without Company’s approval and can use such Confidential Information solely for the purpose of performing Services. The Consultant shall at all times hold in strict confidence all of the Confidential Information until 5 years after the term or termination of this Agreement. The Consultant shall treat Confidential Information as company secrets entrusted to it with at least the same care it reserves for its own proprietary information of equal importance and in any event reasonable standard of care for confidential information.
- The Consultant’s obligations under Section 4.3 shall not apply to any information that (i) is or becomes known to the general public under circumstances involving no breach of any confidentiality duties; (ii) is generally disclosed to third parties by the Company without a duty of confidentiality on such third parties; (iii) is approved for release by written authorization of an officer of the Company; or (iv) is required by law or by order of a court or regulatory authority of competent jurisdiction to be disclosed.
- All rights in Confidential Information shall remain with the Company. The disclosure of Confidential Information by the Company to the Consultant, and nothing contained in this Agreement, shall be construed as granting any property rights, by license or otherwise, over the Confidential Information.
- The Consultant shall promptly destroy all Confidential Information, including any copies, notes, extracts, or derivative materials, immediately upon request by the Company and shall provide written confirmation thereof.
- No Representation. the Company makes no representation or warranty, whether express or implied, regarding the accuracy, reliability, relevance or completeness of the disclosed Confidential Information. The Company will have no liability to the Consultant, its affiliates or its and their representatives, as a result of the disclosure of Confidential Information.
- Disclosure not a Waiver. Any Confidential Information constituting a trade secret of the Company shall under all circumstances be treated by the Consultant with the level of confidentiality reserved for the preservation of such trade secrets and their status as trade secrets. Accordingly, the disclosure of any Confidential Information constituting a trade secret of the Company by the Company to the Consultant pursuant to this Agreement shall not constitute a waiver by the Company of its confidentiality interests in such Confidential Information or of the trade secret status thereof.
- TERM AND TERMINATION
- This Agreement shall commence on [DATE] and shall continue for a period of 3 months (the Initial Period), with automatic renewal for successive periods of 1 month each (each a Renewal Period) unless prior written notice of termination by either Party is provided before the end of the Initial Period or before the end of each Renewal Period (the Initial Period and the Renewal Periods collectively the Term).
- This Agreement may be terminated prior to the end of the Term:
- by either Party upon not less than 30 days’ prior written notice to the other Party; or
- in case of material breach by a Party that is not cured within 15 days (or is not capable of cure), by written notice with immediate effect by the non-breaching Party; or
- by the Company with immediate effect if the Consultant breaches or threatens to breach any provision of Section 4.
- Sections 4 and 7 shall survive the term or termination of this Agreement for whatever reason.
- This Agreement may be modified only by a written instrument duly executed by each Party.
- Entire Agreement. This Agreement contains all of the terms and conditions agreed upon by the Parties relating to its subject matter and supersedes all prior agreements, negotiations, correspondence, undertakings and communications of the Parties, whether oral or written, with respect to such subject matter.
- If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the Parties to the fullest extent possible. In any event, all other provisions of this Agreement shall remain valid and enforceable to the fullest extent possible.
- No Waiver. The failure of any of the Parties to enforce any of the provisions of this Agreement or any rights with respect thereto shall in no way be considered as a waiver of such provisions or rights or in any way affect the validity of this Agreement. The waiver of any breach of this Agreement by any Party shall not be construed as a waiver of any other prior or subsequent breach.
- GOVERNING LAW AND JURISDICTION
- Governing Law. This Agreement shall be governed by and construed in accordance with Dutch Law, without reference to its conflict of laws provisions.
- Any dispute or difference arising out of or in relation to this Agreement shall be subject to the exclusive jurisdiction of the courts of Haarlem, the Netherlands.
Academic Publishing Academy B.V. (Party A)
[Counterparty’s Name] (Party B)