Consultancy Agreement

CONSULTANCY AGREEMENT This CONSULTANCY AGREEMENT is made on [effective_date] BETWEEN [client_name], having its place of business at [client_address] (the "Client"); AND [consultant_name], residing/having its place of business at [consultant_address], PAN [consultant_pan] (the "Consultant"). 1. ENGAGEMENT AND SCOPE 1.1 The Client engages the Consultant, and the Consultant accepts the engagement, to provide the following consultancy services (the "Services"): [scope_of_work] 1.2 Deliverables and milestones: [deliverables] 1.3 The Consultant shall determine the manner and method of performing the Services, subject to meeting the agreed deliverables and timelines. 2. TERM This Agreement commences on [start_date] and continues for [term_months] months, unless extended by written agreement or terminated earlier under Clause 8. 3. FEES AND TAXES 3.1 The Client shall pay the Consultant a fee of Rs. [fee_amount], on the following basis: [fee_basis]. 3.2 The Consultant shall raise an invoice for each payment falling due, and the Client shall pay within thirty days of receipt of an undisputed invoice. 3.3 Fees are exclusive of Goods and Services Tax, which shall be charged additionally where the Consultant is registered under the Central Goods and Services Tax Act, 2017. 3.4 The Client shall deduct tax at source at the rate applicable to professional or technical services under Section 194J of the Income-tax Act, 1961, and shall issue the Consultant a certificate of deduction. 3.5 The Consultant shall bear all costs of performing the Services, save for pre-approved out-of-pocket expenses reimbursed against receipts. 4. INDEPENDENT CONTRACTOR — NOT AN EMPLOYEE 4.1 The Consultant is engaged as an independent professional. Nothing in this Agreement creates a relationship of employer and employee, master and servant, partnership or agency. 4.2 The Consultant is not entitled to salary, provident fund, gratuity, leave, insurance, bonus or any other benefit available to an employee of the Client. 4.3 The Consultant is solely responsible for the Consultant's own taxes, statutory registrations and compliances, and shall indemnify the Client against any claim that the relationship constituted employment. 4.4 The Consultant shall not hold out as an employee, officer or agent of the Client, nor incur any obligation on the Client's behalf. 5. CONFIDENTIALITY 5.1 The Consultant shall keep confidential all non-public information of the Client, use it solely for the Services, and not disclose it to any third party. 5.2 On termination, the Consultant shall return or destroy all such information and copies. 5.3 This clause survives termination for three years, and indefinitely in respect of trade secrets. 6. INTELLECTUAL PROPERTY 6.1 All work product, reports, designs, software, and other materials created by the Consultant specifically for the Client in the course of the Services shall vest in the Client upon full payment of the fees due. 6.2 The Consultant assigns to the Client all right, title and interest in such work product and shall execute any documents reasonably required to perfect that assignment. 6.3 The Consultant retains ownership of its pre-existing methodologies, tools and know-how, and grants the Client a perpetual non-exclusive licence to use them to the extent embedded in the deliverables. 7. CONFLICT OF INTEREST AND NON-SOLICITATION 7.1 The Consultant shall disclose any engagement that gives rise to an actual or potential conflict of interest with the Services. 7.2 During the term of this Agreement and for twelve months thereafter, the Consultant shall not directly solicit for employment any employee of the Client with whom the Consultant had material dealings under this Agreement. This does not restrict responses to general public advertisements. 7.3 The parties record that this Agreement does NOT restrain the Consultant from carrying on the Consultant's profession or trade after termination. Under Section 27 of the Indian Contract Act, 1872, an agreement in restraint of trade is void, and no such restraint is intended or imposed. 8. TERMINATION 8.1 Either party may terminate for convenience on [notice_days] days' written notice. 8.2 Either party may terminate immediately for material breach not remedied within fifteen days of written notice, or on the other's insolvency. 8.3 On termination, the Client shall pay for Services properly rendered to the date of termination, and the Consultant shall hand over all work in progress and Client materials. 9. LIABILITY 9.1 The Consultant's aggregate liability under this Agreement shall not exceed the total fees paid under it, save in cases of fraud, wilful misconduct, or breach of confidentiality. 9.2 Neither party is liable for indirect or consequential loss, or loss of profit or business. 10. GOVERNING LAW AND DISPUTES 10.1 This Agreement is governed by the laws of India. 10.2 Disputes shall be referred to arbitration by a sole arbitrator appointed by mutual consent under the Arbitration and Conciliation Act, 1996, seated at [jurisdiction_city]. 10.3 Subject to the above, the courts at [jurisdiction_city] shall have exclusive jurisdiction. 11. GENERAL This Agreement is the entire agreement between the parties on its subject matter. No variation is effective unless in writing and signed by both. The Consultant may not sub-contract or assign without the Client's written consent. If any provision is held invalid, the remainder continues in force. IN WITNESS WHEREOF the parties have executed this Agreement on the date first written above. FOR THE CLIENT THE CONSULTANT [client_name] [consultant_name] Name: Designation: