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CONSULTANCY AGREEMENT

THIS AGREEMENT IS MADE ON <date>(the “Agreement”).

BETWEEN

(1) <Name and NRIC/FIN or UEN of the Client>, a company incorporated in <place of incorporation> and having its principal office at <registered address> (the “Client”); and

(2) <Name and NRIC/FIN or UEN of the Consultant>, a company incorporated in <place of incorporation>and having its principal office at<registered address> (the “Consultant”).

WHEREAS

A. The Client requires the services of a Consultant with certain experience and skills in the area of ______.

B. The Consultant has represented that he has the requisite experience and skills.

C. The Client is willing to engage the Consultant to provide its services to the Client on the terms and conditions of this Agreement.

IT IS HEREBY AGREED AS FOLLOWS

1 DEFINITIONS AND INTERPRETATIONS

1.1Unless the context otherwise requires, the following words and expressions shall have the following meanings in this Agreement:

“Agreement” / this Agreement including Schedule 1 and Schedule 2;
“Business Day” / a day other than a Saturday or Sunday, on which banks are open for normal business in Singapore;
“Commencement Date” / <Date of commencement> (notwithstanding the date(s) of execution of this Agreement);
“Confidential Information” / all information or data of a confidential or proprietary nature disclosed to or received by the Consultant and/or the Individual, which is labelled or designated as confidential or proprietary, relating to the products, services, business or proposed business, finances, transactions, staff and affairs of the Client, including Intellectual Property Rights and trade secrets;
“Fee” / the meaning given to it in Clause 4.1 and all sums due to the Consultant under this Agreement shall be payable in Singapore Dollars in Singapore.
“Individual” / <Name of Consultant>or such individual as may be agreed between the parties [OR any individual provided by the Consultant to provide the Services];
“Intellectual Property Rights” / any and all copyright, rights in inventions, patents, know-how, trade secrets, trade marks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, utility models, domain names and all similar rights and, in each case:
(a)whether registered or not;
(b)including any applications to protect or register such rights;
(c)including all renewals and extensions of such rights or applications;
(d)whether vested, contingent or future; and
(e)wherever existing.
“Interest Rate” / Interest shall accrue on any late payment at a rate of <interest rate> per annum calculated on a daily basis from the due date of the relevant payment until the date of payment. The Consultant may include the interest accrued in its next invoice, as part of the amount to be paid by the Client.
“Personal Data” / has the meaning set out in the Personal Data Protection Act (PDPA);
“Representative” / such representative as may be agreed between the parties from time to time OR any representative of the Client named as such;
“Services” / the services defined in Schedule 1to this Agreement;
“Works” / any and all materials, hard copy documents, hardware documents, operating or training manuals, instructions, notes and data in whatever form, including but not limited to hard copy and electronic form, prepared or produced by the Consultant and/or the Individual in providing the Services.

1.2 In this Agreement:

1.2.1Schedule 1 and Schedule 2 are incorporated and form part of this Agreement;

1.2.2references in this Agreement to statutory provisions shall be construed as references to those provisions as respectively replaced or amended or re-enacted from time to time; and

1.2.3words importing the singular include the plural and vice versa, words importing a gender include every gender and references to persons include bodies corporate or unincorporated.

1.2.4 the headings are for convenience only and shall not be taken into account in the construction or interpretation of any of the provisions of this Agreement.

2COMMENCEMENT AND DURATION

The Consultant's engagement under this Agreement will commence on the Commencement Date and will continue unless or until either the Client or the Consultant gives to the other not less than <notice period required> notice in writing terminating this Agreement.

OR

2.1 The Consultant’s engagement under this Agreement will commence on the Commencement Date and shall continue for a fixed period of <period> terminating on <end date>.

2.2This Agreement may be renewed for a further period of <period> on terms and conditions to be agreed by the parties.

3PROVISION OF SERVICES

3.1During the Engagement, the Consultant will provide the Services with reasonable care and skill and in accordance with this Agreement.

3.2 The Consultant will as soon as reasonably practicable notify the Client if, for any reason at any time during the Engagement, itis unable to provide the Services as required by the Client.

3.3 The Consultant will not:

3.3.1 hold itselfout as having authority to bind the Client; nor

3.3.2 have any authority to incur any expenditure in the name of or on behalf of the Client,

unless the Consultant or the Individual has obtained the prior written consent of the Client.

3.4 The Consultant may use another person, firm, company or organisation to perform any administrative, clerical or secretarial functions that are incidental to the provision of the Services.

3.5 The Consultant will provide personal instruments and/or equipment and/or computer equipment necessary for the provision of the Services and the Consultant will be liable, at its own cost, to keep any such personal instruments and/or equipment and/or computer equipment in a safe and proper operating condition.

4FEES

4.1The Client will pay to the Consultant in consideration of the provision of the Services a consultancy fee of <amount> per month for the Services (the Fee), within ______days of receipt of an invoice submitted in accordance with clause 4.3.

4.2 All payments by the Client shall be made free and clear of and without deduction for or on account of all of any present or future taxes, levies or withholdings and without any set-off or counterclaim.

4.3The Consultant will render monthlyinvoices as set out inSchedule 2to the Client in respect of the Fee.

4.4The Consultant will keep time sheets showing the hours worked by the Individual in respect of the provision of the Services and will if so requested produce them to the Client for accounting purposes.

4.5If any invoice (or any part of an invoice) remains unpaid at the due date for payment, such invoice will bear interest at the Interest Rate from the day after the due date for payment up to (and including) the date of payment of the invoice in full.

4.6Acceptance of the Fee by the Consultant will be without prejudice to any claims or rights which the Consultant may have against the Client and will not constitute any admission by the Consultant under this Agreement.

5EXPENSES

The Consultant will be responsible for all out-of-pocket expenses and normal overhead expenditure incurred by it in the performance of its duties under this Agreement. For the avoidance of doubt, the Consultant will be entitled to be reimbursed for all out-of-pocket expenses reasonably incurred by the Consultant in the proper provision of the Services, subject to the production of such receipts or other evidence as the Clientmay reasonably require and will include any such expenses on invoices rendered pursuant to clause 4.3.

6 LIMITATION OF LIABILITY

6.1In no event will the Consultant be liable for any special, indirect, incidental or consequential damages, loss of revenue or profits, downtime or delay, claims by customers of the Client, governmental fines or penalties, or damage to or loss of property or (to the extent permitted by the law) personal injury or death, by reason of breach of warranty, contract or otherwise arising in relation to the provision of the Services.

6.2The aggregate liability for all damages claimed in connection with the Services, shall not exceed the Fees.

6.3The obligations and remedies as stated in this clause are the sole and exclusive obligations of the Consultant and remedies of the Client, regardless of the cause of action pleaded including, without limitation, negligence of every character.

7 INDEMNITY

The Client shall indemnify and hold harmless the Consultant and its employees (if any), against any and all damage, loss, claims, liabilities, expenses, demands or proceedings (including without limitation reasonable expenses of investigation and legal fees and disbursements incurred on a solicitor and client basis in connection with any action, suit or proceeding) arising out of or in connections with:

(a) the performance of the Client’s business;

(b) all acts and omissions by the Client in the performance of its business and operations; and

(c) the exercise of the Client’s rights and obligations under the Agreement.

8 STATUS AND TAX LIABILITY

8.1The Consultant will, as far as is required by law, be responsible for and will account to the appropriate authorities for all income tax liabilities in respect of the Fee and/or expenses paid in respect of the Services.

8.2[Where the Consultant comprises of a single consultant, the parties declare that it is their intention that the Consultant shall have the status of a self-employed person and shall not be entitled to any pension, bonus or other fringe benefits from the Client and it is agreed that the Consultant shall be responsible for all income tax liabilities and contributions to the Central Provident Fund or similar contributions in respect of the Fees [and the Consultant agrees to indemnify the Client against all demands for any income tax, penalties and interest made against it in respect of the Services hereunder and against its costs of dealing with such demands]].

9CONFLICT OF INTEREST

9.1The Consultant warrants that to the best of his knowledge no conflict of interest exists or is likely to arise in the performance of his obligations under this Agreement.

9.2The Consultant shall not, during the course of this Agreement, engage in any activity likely to compromise the ability of the Consultant to perform his obligations under this Agreement fairly and independently. The Consultant shall immediately disclose to the Client any activity which constitutes or may constitute a conflict of interest. Notwithstanding this clause 9.2, the Consultant shall be at liberty to allocate his time on other businesses within the Project period.

10INSURANCE

The Consultant will maintain in force during the Client’s engagement liability insurance and public liability insurance in respect of the provision of the Services.

11CONFIDENTIAL INFORMATION

11.1 The Consultant will not, during the period of this Agreement, without the prior written approval of the Client (such approval not to be unreasonably withheld), use for its or the Individual’s own benefit or for the benefit of any other person, firm, company or organisation or directly or indirectly divulge or disclose to any person any Confidential Information which has come, or may come, to the Consultant's or the Individual's knowledge during or in connection with the Engagement.

11.2 The restrictions contained in this Clause will not apply to:

11.2.1 any Confidential Information which is already in or (otherwise than through the Consultant's or the Individual's unauthorised disclosure) becomes available to, or within the knowledge of, the public generally; or

11.2.2 any use or disclosure authorised by the Client or as required by law.

12INTELLECTUAL PROPERTY

12.1 With the exception of conducting training and developing materials, in consideration of the Client paying the Fee to the Consultant, the Consultant agrees that all the Intellectual Property Rights in the Works will transfer to the Client by way of present and future assignment:

12.1.1 in any sector and for any purpose;

12.1.2 for the full term of such rights and any renewals;

12.1.3 including (with effect from their creation) all Intellectual Property Rights in Works created or developed in future by the Consultant and/or the Individual in respect of the Services;

12.1.4 with effect from the date on which all invoices due to be submitted in accordance with clause 4.3 in respect of the Services have been paid.

12.2 The Client acknowledges that the Consultant provides no warranties whatsoever in relation to the Intellectual Property Rights in the Works. The Consultant excludes any and all liability to the Client (to the extent permissible by law) that may arise in relation to the Intellectual Property Rights after the date of this Agreement.

13DATA PROTECTION

The Consultant will comply in all material respects with its and their respective obligations under the PDPA in relation to the management or protection of Personal Data which the Consultant and/or the Individual processes in the provision of the Services under this Agreement.

14OBLIGATIONS OF THE CLIENT

14.1 The Client will provide the Consultant and the Individual such access to its premises and to information, records and other materials of the Client as the Consultant may reasonably require to enable the Consultant and the Individual to provide the Services.

14.2 The Clientwill:

14.2.1 make available such working space and facilities at its premises as the Consultant considers necessary for the Consultant and the Individual to provide the Services; and

14.2.2 agree with the Consultant and the Individual to schedule work to the best convenience of both parties.

14.3 The Client will agree withthe Consultant the identity of the person(s) or the department within the Clientwho will act as the Representative. The Client will immediately inform the Consultant of any change in the identity of such Representative.

15TERMINATION

15.1 Either party may terminate this Agreement by giving no less than days’ written notice to the other party.

15.2 The Consultant may, by written notice to the Client and at any time, terminate this Agreement with immediate effect without liability to pay any compensation or damages if:

15.2.1 the Client commits any serious or repeated breach or non-observance of any of the terms or conditions of this Agreement, and for the avoidance of doubt, a failure to pay the Fee on the due date will be treated as a serious breach; or

15.2.2 the Client or any of its directors, officers, employees or agents commits an act of fraud or dishonesty, or acts in any manner which in the reasonable opinion of the Consultant brings, or is likely to bring, the Consultant into disrepute; or

15.2.3 the Client makes a resolution for its winding up, makes an arrangement or composition with its creditors or makes an application to a court of competent jurisdiction for protection from its creditors or an administration or winding up order is made or an administrator or receiver is appointed in relation to the Client.

15.3The Client may, by written notice to the Consultant and at any time, terminate this Agreement with immediate effect with no further obligation to make any further payment to the Consultant (other than in respect of amounts accrued prior to the Termination Date) if:

15.3.1 the Consultant or the Individual commits any serious or repeated breach or non-observance of any of the terms or conditions of this Agreement; or

15.3.2the Consultant and/or the Individualis guilty of any act of fraud or dishonesty, or acts in any manner which in the reasonable opinion of the Client brings, or is likely to bring, the Client into disrepute; or

15.3.3 a bankruptcy order is made against the Individualsuch that, in the reasonable opinion of the Client, the Consultant is no longer able to provide the Services; or

15.3.4 the Individual is convicted of any criminal offence (other than an offence under any road traffic legislation in Singapore or elsewhere for which a fine or non-custodial penalty is imposed) whichmaterially affects the Consultant's ability to perform the Services; or

15.3.5 the Individual becomes prohibited, by operation of law, from acting as an officer of the Consultant.

15.4Neither party will be in breach of this Agreement if there is any total or partial failure of performance due to any act of God, fire, act of government or state, war, civil commotion, labour disputes of whatever nature and any other reason beyond the control of either party (each a Force Majeure Event).

16OBLIGATIONS UPON TERMINATION

The Consultant will as soon as reasonably practicable upon the termination of this Agreement, surrender all computer programs, reports, manuals, files, notes, accounts, documents, correspondence, books, materials, papers and information (on whatever media and wherever located) any keys and any other property of the Client that have been received by the Consultant during the course of providing the Services.

17NOTICES

17.1 Notices under this Agreement shall be in writing and sent to the recipient's registered office as set out on the first page of this Agreement (or email address set out below). Notices may be given, and shall be deemed received:

17.1.1by registered post: on receipt of delivery by the postal authorities;

17.1.2 by hand: on delivery;

17.1.3 by email to<Client's and Consultant's email addresses>: on receipt of a delivery.

17.2 This clause does not apply to notices given in legal proceedings or arbitration.

18ENTIRE AGREEMENT

18.1 The parties agree that this Agreement constitutes the entire agreement between them relating to the Engagement and supersedes all previous agreements, understandings and arrangements between them, whether in writing or oral in respect of its subject matter.