Consultant Agreement (Company Side)

CONSULTANCY AGREEMENT

This Agreement is made on [DATE] between [COMPANY NAME], [ADDRESS], CIN [CIN] ("Company") and [CONSULTANT NAME], [ADDRESS], [PAN] ("Consultant").

1. ENGAGEMENT
The Company engages the Consultant to provide the services described in Schedule 1 ("Services"). The Consultant is engaged as an independent contractor.

2. INDEPENDENCE
2.1 The Consultant determines the manner and method of performing the Services.
2.2 The Consultant is not required to work fixed hours or from the Company's premises, save where the nature of a specific deliverable reasonably requires it.
2.3 The Consultant may provide services to other clients, provided there is no conflict with clause 6.
2.4 The Consultant will use the Consultant's own equipment, save where the Company provides access to systems necessary for the Services.
2.5 Nothing in this Agreement creates a relationship of employment, partnership or agency, and the Consultant is not entitled to employee benefits.

3. TERM
This Agreement commences on [DATE] and continues until [DATE] or completion of the Services, unless terminated earlier under clause 8.

4. FEES
4.1 The Company will pay [AMOUNT] against the milestones in Schedule 2, on receipt of a valid invoice.
4.2 Fees are [inclusive / exclusive] of GST. The Consultant will issue a tax invoice compliant with applicable law.
4.3 Tax will be deducted at source as required under applicable law, and the Company will furnish the certificate within [NUMBER] days.
4.4 Invoices are payable within [NUMBER] days. Where the Consultant is registered as a micro or small enterprise under the Micro, Small and Medium Enterprises Development Act, 2006, the payment timelines under that Act apply.

5. INTELLECTUAL PROPERTY
5.1 The Consultant assigns to the Company all copyright and other intellectual property rights in the deliverables created under this Agreement, for the full term of such rights, throughout the world.
5.2 The Consultant retains ownership of pre-existing materials listed in Schedule 3, and grants the Company a perpetual, worldwide, non-exclusive licence to use them as incorporated in the deliverables.
5.3 Nothing in this clause assigns any right that is not assignable under applicable law.

6. CONFIDENTIALITY
The Consultant will keep the Company's confidential information confidential, use it only for the Services, and not disclose it except as required by law. This obligation does not apply to information that is public, already known to the Consultant, independently developed, or lawfully received from a third party.

7. DATA PROTECTION
Where the Consultant processes personal data on behalf of the Company, the Consultant will process it only on the Company's documented instructions and for the purposes of the Services, apply reasonable security safeguards, notify the Company without undue delay on becoming aware of a personal data breach, and return or delete such data on termination.

8. TERMINATION
Either party may terminate on [NUMBER] days' written notice. The Company will pay for Services performed up to the date of termination.

9. LIABILITY
Neither party's aggregate liability exceeds the total fees payable under this Agreement, except for breach of confidentiality or infringement of third-party rights.

10. GOVERNING LAW AND DISPUTES
This Agreement is governed by the laws of India. The courts at [CITY] shall have jurisdiction.

Signed:

_______________________        _______________________
For [COMPANY]                  [CONSULTANT]

SCHEDULE 1: SERVICES
SCHEDULE 2: MILESTONES AND FEES
SCHEDULE 3: PRE-EXISTING MATERIALS

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