Sparqa Legal Resource: INDIVIDUAL CONSULTANCY AGREEMENT (PRO CLIENT)

THIS AGREEMENT is made on _________________________________________________

BETWEEN:

(A) * of *, *, *, *, *, * (Consultant); and

(B) * registered in England and Wales with company number * whose registered office is at *, *, *, *, *, *
(Client)

AGREED TERMS

1. DEFINITIONS

In this agreement, the following terms have the following meanings:

Group Company means the Client, its Subsidiaries or Holding Companies from time to time
and any Subsidiary of any Holding Company from time to time; and Group
Companies shall be construed accordingly;

Information means all information of whatever nature and in whatever form (whether
marked ‘confidential’ or not) concerning the business of the Client or any
other Group Company, or any of its or their respective directors, officers,
employees and consultants, and which is provided to or comes to the
knowledge of the Consultant during the course of or in connection with the
provision or proposed provision of the Services, including but not limited
to know-how, precedents, opinions, advice, secret or confidential
operations, trade secrets, databases, documents or files, processes or
dealings or any information in any way relating to the organisation,
business, finances, transactions or affairs of any Group Company, and this
Agreement;

Intellectual Property means patents, rights to inventions, copyright and related rights, trade
Rights marks, trade names and domain names, rights in get-up, rights in goodwill
or to sue for passing off, unfair competition rights, rights in designs, rights
in computer software, database rights, topography rights, rights in
confidential information (including know-how and trade secrets) and any
other intellectual property rights, in each case whether registered or
unregistered and including all applications (or rights to apply) for, and
renewals or extensions of, such rights and all similar or equivalent rights
or forms of protection which subsist or will subsist now or in the future in
any part of the world;

Inventions means any invention, idea, discovery, development, improvement or

innovation, whether or not patentable or capable of registration, and
whether or not recorded in any medium;

Services means *; and

Subsidiary and in relation to a company, means ‘subsidiary’ and ‘holding company’ as

Holding Company defined in section 1159 Companies Act 2006.

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2. PROVISION OF SERVICES

The Client shall engage the Consultant to provide the Services from 1 August 2019 and subject to the
terms of this Agreement, until this Agreement is terminated in accordance with Clause 5.

The Services shall be performed at the Client's premises at *, *, *, *, *, * or such other location suitable
for the reasonable performance of the Services as may be agreed with the Client from time to time.
The Client shall make available suitable equipment and materials necessary for the proper provision
of the Services.

3. SERVICE STANDARD

During the term of this Agreement, the Consultant shall (and shall procure that any Substitute
appointed), when providing the Services:

a) devote the necessary time and attention to the provision of the Services to ensure that they are
properly performed;

b) comply with such reasonable regulations and directions as the Client may from time to time
prescribe in connection with the provision of the Services;

c) use such reasonable endeavours as are necessary to promote the interests of and generally act
in good faith in relation to the Client and any Group Companies;

d) use all reasonable care and skill in the provision of the Services to the Client;

e) comply with all reasonable standards of safety, take due regard of and comply with any safety
regulations of the Client or Group Companies, any relevant legal provision or accepted industry
standard which may be in force from time to time and report to the Client any incident which could
give rise to any unsafe working conditions or practices; and

f) comply with all applicable laws and regulations and policies issued by the Client from time to time
including without limitation those relating to discrimination, bullying and harassment, social media
and anti-bribery and corruption.

The Client shall provide the Consultant with such information as may reasonably be required for the
provision of the Services to the Client. The Consultant shall provide the Client with such information in
relation to the Services as the Client shall reasonably require.

4. FEES, EXPENSES AND TAXES

Subject to the provision of an invoice pursuant to Clause Error! Reference source not found., the Client
shall pay the Consultant a fee of 8600 (including VAT unless the Consultant is not required by law to
be registered for VAT and is not so registered) in respect of provision of the Services. The Consultant
shall keep an up-to-date record of the hours/days worked, which shall be provided to the Client upon
request.

The Consultant shall provide an invoice for the provision of the Services 30, setting out the hours or
days worked during invoice period, what services have been provided and the fee for that period. The
Client shall pay the full amount of such invoice within 15 working days of receipt, such payment to be
made *.

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Reasonable out-of-pocket expenses incurred by the Consultant in performing the Services, shall be
the responsibility of the Consultant.

The Consultant shall be wholly responsible for and shall indemnify the Client against any liability,
demand, claim or assessment for any income tax and other similar contributions or taxes which may
be payable out of, or as a result of the receipt of, any fees or other monies paid or payable by the
Client to the Consultant (or at the Consultant’s direction) pursuant to this Agreement.

The Client shall be entitled to deduct from any fee payable to the Consultant any sums that the
Consultant may owe to the Client or any Group Company at any time and the Consultant hereby
consents to such deduction(s).

5. TERMINATION

Subject to Clause 5.2, this Agreement shall remain in force until terminated by either party by giving
the other party 120 days’ written notice.

Notwithstanding Clause 5.1, the Client may terminate this Agreement immediately at any time by
written notice to the Consultant (with no obligation to make any other payment other than any fees and
expenses accrued to the date of termination) in the event that:

a) the Consultant commits any serious or persistent default or breach of any obligations under this
Agreement; or

b) the Consultant fails or is unable to provide the Services to the Client for a continuous period of a
continuous period of [INSERT NUMBER] days; or

c) the Consultant is convicted of a criminal offence which the Client believes would or might adversely
affect its business or the provision of the Services; or

d) the Consultant appears either to be unable to pay one or more of any debts or to have no
reasonable prospect of being able to do so, being the subject of any bankruptcy proceedings, or
commencing negotiations with a view to making, or proposing any composition, compromise,
assignment or arrangement with all or any class of creditor; or

e) the Consultant commits any act of fraud or dishonesty or does anything which the Client
reasonably believes would or may bring the Client or any Group Company into disrepute; or

the Consultant is in actual or potential conflict of interest with the Client or any Group Company as a
result of other activities, undertakings or interests.

For the avoidance of any doubt, any delay in the exercise of the Client’s rights under this Clause 5
shall not mean the Client has waived its rights to exercise them.

6. CLIENT PROPERTY

All Client property (including but not limited to the Information) remains the property of the Client and
whenever requested and, in any event, on termination of this consultancy, the Consultant must:

a) immediately deliver to the Client all Client property (including but not limited to any Information) in
the Consultant’s possession or control ;

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b) if (and only if) requested to do so by the Client, immediately irretrievably delete any Information,
including any documents or information relating to the business of the Client or Group Company
stored in any format, including on any magnetic or optical disk or memory and all matter derived
from such sources which is in the Consultant’s possession or under his control outside the Client’s
premises, provided that the Consultant may retain copies of such Information as may be required
to be retained under its insurance policies, or by any law or regulatory obligation; and

c) if requested to do so, provide a signed statement confirming that the Consultant has complied with
its obligations in this Clause 6 together with such reasonable evidence of compliance that the
Client may request.

7. RELATIONSHIP OF THE PARTIES

The relationship of the Consultant to the Client shall be that of an independent contractor. Nothing in
this Agreement or by virtue of its performance shall create or be deemed to create between the Client
and the Consultant (a) a partnership or joint venture or (b) a relationship of principal and agent (c) a
relationship of employer and employee or (d) a relationship of employer and worker.

Neither the Client nor the Consultant shall be entitled to enter into agreements or other arrangements
on behalf of the other (or otherwise act as agent for the other).

The Consultant shall indemnify the Company against any loss, damages, claims or awards (including
any expenses or costs) for any employment related claim or any claim for worker status brought by or
on behalf of the Consultant or any Substitute against the Client or any Group Company arising from
or connected with the provision of the Services.

8. INTELLECTUAL PROPERTY

The Consultant confirms and agrees that all Intellectual Property Rights contained in any works made
wholly or partly by the Consultant in the course of, or pursuant to, this Agreement shall be the sole
property of the Client.

The Consultant hereby irrevocably appoints the Client to be the Consultant’s attorney to execute and
do any such instrument or thing and generally to use the Consultant’s name for the purpose of giving
the Client or its nominee the benefit of this Clause 8 and acknowledges in favour of a third party that
a certificate in writing signed by any director or the secretary of the Client that any instrument or act
falls within the authority conferred by this Clause 8 shall be conclusive evidence that such is the case.

Nothing in this Agreement shall affect the ownership of any pre-existing intellectual property rights of
either party.

9. INSURANCE AND LIABILITY

The Consultant shall take out and maintain full and comprehensive insurance policies with a reputable
insurer in respect of the provision of the Services to the Client or any Group Company. The Consultant
shall notify the insurers of the Client’s interest and cause such interest to be noted on the policies (if
the policies so permit). The Consultant shall promptly supply the Client on request copies of such
policies and evidence that the premiums on them have been paid.

The Consultant shall have liability for and shall indemnify the Client and any Group Company for any
loss, liability, costs (including reasonable legal costs), damages or expenses arising from any breach
by the Consultant of the terms of this Agreement including any negligent or reckless act, omission or

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default in the provision of the Services and shall accordingly maintain in force throughout the duration
of this Agreement full and comprehensive insurance policies as provided for in Clause 9.1.

10. CONFIDENTIALITY

During the course of the Consultancy, the Client shall give the Consultant access to the Client’s
Information as reasonably required. Subject to Clause 10.2, the Consultant acknowledges that the
Information is confidential and is received by the Consultant under a duty of strict confidentiality to the
Client and each Group Company. The Consultant undertakes:

a) subject to Clause 10.2, that the Information will be used solely for the purpose of the provision of
the Services;

b) to use his best endeavours to ensure all Information is kept confidential and securely protected
against theft, damage, loss or unauthorised access (including access by electronic means);

c) not to disclose any Information to any person, company or other organisation whatsoever, except
in the proper course of his duties, as required by law or as authorised by the Company in writing
in advance; and

d) not to make any public statement about the Client or any Group Company without the prior written
consent of the Client.

For the avoidance of doubt, the restrictions in this Agreement shall not apply to:

a) the extent that Information is ordered to be disclosed by a court of competent jurisdiction or

otherwise required to be disclosed by law; or

b) any Information which comes into the public domain other than as a result of a breach by the
Consultant.

11. CONFLICTS OF INTEREST

Nothing in this Agreement shall prevent the Consultant from providing services to, or undertaking, any
other business or profession or being or becoming an employee, Consultant, or agent of or adviser to
any other company, firm or person, or assisting or having any financial interest in any other business
or profession, provided that:

a) the Consultant shall not engage in such activity during the term of this Agreement if it relates to a
business competing or tending to compete with the business of the Client or any Group Company,
without the Client’s prior written consent; and

b) such activity does not cause a breach of the obligations in relation to the provision of the Services
set out in Clause 3.1.

12. CLIENT CONTACT

The Client contact responsible for this Agreement is *.

13. DATA PROTECTION

The Consultant consents to the holding and processing both electronically and manually of any data
(including sensitive personal data as defined by the Data Protection Act 2018) which relates to the
Consultant that the Client or any Group Company collects for the purposes of the administration and
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management of its business and for compliance with applicable procedures, laws and regulations. The
Consultant consents to the transfer of such personal information to other offices that the Client may
have or to any other Group Company or to other third parties whether or not outside the European
Economic Area for administrative purposes and any other purposes where it is necessary or desirable
for the Client to do so.

The Consultant agrees to:

a) take appropriate technical and organisational measures against the unauthorised or unlawful
processing of any data relating to the Client or any Group Company or any of its or their staff or
clients and against accidental loss or destruction of, or damage to, any such data;

b) process data relating to the Client or any Group Company or any of its or their staff or clients only
in accordance the Client’s instructions; and

c) provide to the Client such information regarding compliance with the requirements of this Clause
13.2 as the Client may from time-to-time reasonably require to enable the Client to comply with
the Client’s data protection obligations.

14. NOTICES

Any notice to be given under this Agreement shall be given in writing and addressed to the party
concerned at the address shown herein (or such other addresses as notified by the parties in writing
from time to time) and may be sent by registered first class post, or personally by hand delivery or
courier service. Any such notice shall be deemed duly given as follows: if given personally it shall take
effect immediately (irrespective of the time or date of its receipt) or if sent by registered first class post,
48 hours after it is posted.

15. GENERAL

The terms of this Agreement represent the entire agreement between the parties and supersede any
previous representations or agreements whether recorded in writing or otherwise. Both parties agree
that the terms of this Agreement are fair and reasonable in all circumstances.

Clause 10 (Confidentiality) shall survive termination or expiry of this Agreement. Termination of this
Agreement shall not prejudice or affect the rights of either party against the other regarding any breach
of this Agreement or in respect of any monies payable by one party to the other for the period prior to
termination or expiry.

The provisions of this Agreement shall be severable and if any provision of this Agreement is held by
a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining
provisions shall remain enforceable to the fullest extent permitted by law.

Neither party shall be liable for any delay or failure to perform any part of this Agreement due to
circumstances beyond the reasonable control of that party. Such circumstances include—but are not
limited to—industrial action, lock out, trade dispute, accident, fire, flood, natural disaster, power failure
or internet service provider failure. As soon as is reasonably possible after the discovery of such
circumstances, the affected party must notify the other party in writing of any anticipated or existing
delay or failure in performance.

This Agreement may be executed in one or more counterparts, each of which shall be deemed an
original and all of which, taken together, shall constitute one and the same agreement. Facsimile and
scanned copy signatures shall be valid and binding to the same extent as original signatures.
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The Consultant shall not be permitted to assign, novate or otherwise transfer any of its rights or
obligations under this Agreement without the Client’s prior written consent. The Client shall be entitled
to assign, novate or transfer any or all of its rights or obligations under this Agreement to another
Group Company and the Consultant shall execute such documents as may be reasonably requested
by the Client to effect the same.

A person who is not a party to this Agreement may not enforce any of its terms under the Contracts
(Rights of Third Parties) Act 1999, except that any Group Company may enforce the terms of this
Agreement against the Consultant under the Contracts (Rights of Third Parties) Act 1999.

This Agreement shall be governed by, and construed in accordance with, English law and the parties
submit to the exclusive jurisdiction of the English courts for all purposes relating to this Agreement.

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Each of the parties hereto have executed this agreement as of the date first written above.

Signed as a deed by *: [Signature]

..............................................

in the presence of:

Witness signature

..............................................

Witness name

..............................................

Witness address

..............................................

Witness occupation

..............................................

Executed as a deed by * acting by *, a director: [Signature]

..............................................

Director
in the presence of:

Witness signature

..............................................

Witness name

..............................................

Witness address

..............................................

Witness occupation

..............................................

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