Private & Confidential

Dated: xxx

< The Company >

and

< The Consultant >

___________________________________

CONSULTANCY AGREEMENT

___________________________________

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 CONSULTANCY AGREEMENT

THIS AGREEMENT is made on this xx day of xx, xxxx

Between

(1) < Company >, a company incorporated in Country and whose registered address is
xxxx (the “Company”), and

(2) < Name > ( ID No: xxxx ) whose corresponding address is xxxx (the “Consultant”),

(together, the “Parties” and individually a “Party”).

BACKGROUND

(A) The Consultant has certain skills and abilities which the Company wishes to utilise.

(B) The Consultant has agreed to provide the Services to the Company and the Company
has agreed to engage the Consultant to provide those Services on the terms set out in
this Agreement.

TERMS AND CONDITIONS

1. DEFINITIONS
1.1 In this Agreement, unless the context otherwise requires, the following words and
expressions shall have the following meanings:
"Affiliate” means:
 any subsidiary or holding company (whether or not incorporated in Country or
elsewhere and includes any subsidiary or holding company as defined in section
2 of the Company Ordinance, and
 any company, partnership or trust with common membership or control
(whether in whole or in part, directly or indirectly, and whether through
interposed entities or not) of the Company,
"Client" means any person, corporation or other entity to whom the Company or
Affiliate has supplied any goods or provided any services and includes potential clients
with which the Company or an Affiliate or any employee, agent or servant of the
Company or an Affiliate has held discussions or provided proposals regarding the
supply of any product or service,
"Commencement Date" means the commencement date specified in Schedule 1,
"Completion Date" means the completion date specified in Schedule 1,
"Confidential Information" means all information belonging to the Company or an
Affiliate, and includes information which:
(a) the Company or an Affiliate indicates is confidential,
(b) by its very nature, might reasonably be understood to be confidential or to
have been disclosed in confidence,

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 (c) would be of commercial value to a competitor of the Company or an Affiliate,
(d) relates to any arrangements or transactions between the Company or an
Affiliate and a Client (including information relating to the fees charged to
Clients and details of the arrangements or transactions),
(e) relates to any of the Company’s or an Affiliate’s Clients (including Client
details, Client lists or databases, details of Client requirements, details of
Client prospects, the identity of any Client and their requirements),
(f) relates to any arrangements or transactions between the Company or an
Affiliate and the Company or its suppliers or contractors (including their
identity and the price or charges in respect of the supplies or services the
Company or an Affiliate acquires from them),
(g) relates to or is contained in any of the Company’s or an Affiliate’s manuals or
handbooks,
(h) relates to the Company or an Affiliate’s fees, quotations, prices or charges in
respect of services or products,
(i) relates to the marketing and selling techniques used by the Company or an
Affiliate (including marketing plans, sales plans, research and data surveys),
except for information that:
(j) was rightfully in the Consultant’s possession and not subject to an obligation
of confidentiality on the Consultant before the negotiations leading to the
commencement of the Consultant’s engagement by the Company or an
Affiliate (whether pursuant to this Agreement or otherwise), or
(k) is or, after the date of this Agreement, becomes in the public domain other
than as a result of a breach of this confidentiality by the Consultant,
"Fees" means the fees to be paid by the Company to the Consultant specified in
Schedule 1,
"Intellectual Property Rights" means any and all beneficial and legal ownership and
intellectual and industrial protection rights throughout the world, both present and
future, including rights in respect of or in connection with any Confidential
Information, copyright (including future copyright and rights in the nature of or
analogous to copyright), moral rights, inventions (including patents), trade marks,
service marks, designs, circuit layouts and performance protection (whether or not
now existing and whether or not registered or registerable) and includes any right to
apply for the registration of such right and all renewals and extensions,
"Services" means the work to be performed specified in Schedule 1,
"Term" means the period commencing from the Commencement Date and ending on
the Completion Date, and
["Worker" means any employee, agent, sub-contractor or officer of the Consultant.]
1.2 Words importing one gender include the other gender and words importing the
singular include the plural and vice versa.
1.3 Words importing persons include individuals, firms, companies, corporations and un-
incorporated bodies of persons and vice versa.

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1.4 The headings in this Agreement are for convenience only and do not form part of this
Agreement.
1.5 References herein to “Clauses” and “Sub-clauses” are references to clauses and sub-
clauses of this Agreement.

2. ENGAGEMENT
2.1 The Company appoints the Consultant from the Commencement Date until the Completion
Date to complete the Services in accordance with this Agreement.
2.2 This Agreement may be renewed or extended by agreement in writing before the
Completion Date, in which case the renewed or extended agreement will be on the
same terms as contained in this Agreement except as varied in writing.
2.3 The Consultant shall complete the Services in a thorough, lawful, professional and
workmanlike manner to the standards and manner, frequency, quantity and times (if
any) specified in Schedule 1 except for departures agreed to in writing by the
Company.
2.4 Subject to this Agreement, the Consultant is not subject to the direction and control of
the Company as to the manner in which the Consultant completes the Services.
2.5 The Consultant must maintain solely at its own expense any licences, accreditations,
certificates, work permit or registrations the Consultant [or any Worker] is required to
possess by any relevant regulatory body or statute, rule or regulation in order to
complete the Services.

3. CONFLICTS OF INTEREST AND OUTSIDE WORK

3.1 The Consultant may perform work other than for the Company provided such work
does not have an adverse effect on the Consultant’s ability to perform his obligations
under this Agreement.
3.2 The Consultant must avoid any actual or potential conflicts of interest between his
interest and interests of the Company and its Affiliates.
3.3 Except with the prior approval of the Company, the Consultant shall not, be directly
or indirectly engaged, concerned or interested in any other business or undertaking
which is similar to or in competition with the business carried on by the Company or
any part of such business, provided that this shall not prohibit the holding (directly or
through nominees) of investments listed on any stock exchange as long as not more
than 5 per cent of the issued shares or other securities of any class of any one
company shall be so held without the prior approval of the Company.

4. RELATIONSHIP
4.1 The parties’ relationship is one of principal and independent contractor, not employer
and employee, principal and agent or partnership. No contractual or employment
relations will arise between any Worker and the Company as a result of this
Agreement.

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4.2 The Consultant does not have the right or authority to act on behalf of or bind the
Company, and will not indicate to any third party that it has that right or authority
unless the Consultant has been expressly authorised by the Company in writing
4.3 Other than the Fees, the Consultant is not entitled to any fees, payments,
commissions, bonuses, wages, holiday pay, long service pay, severance pay,
retirement scheme contributions, sick pay, termination pay or any similar entitlement
from the Company.

5. PAYMENT
5.1 Subject to compliance with clause 5.2, the Company will pay the Consultant:
(a) the Fee for completing the Services,
(b) Reasonable costs actually incurred for the necessary completion of the
Services.
5.2 The Consultant shall invoice the Company on a monthly basis on the last day of each
calendar month for which Services have been performed by the Consultant in that
month. The Consultant shall provide receipts and documentary evidence in support of
claims under items 5.1(b) above. All invoices shall be addressed to the Company and
be accompanied by relevant receipts. The invoice shall specify the details of the bank
account of the Consultant (including the name and address of the bank, and the bank
account number) to which payment shall be remitted.
5.3 Subject to clause 5.6 below and verification of the Consultant's invoice, the Company
shall pay the invoiced amount within 14 days after receipt of the Consultant's invoice.
Payment shall be by electronic bank transfer into the Consultant's nominated bank
account.
5.4 The Consultant will not be entitled to any consideration from the Company in excess
of the items set out in clause 5.1 above and will not be entitled to any consideration
unless it is invoiced in accordance with clause 5.2.
5.5 The Consultant shall account to the appropriate authorities for all taxes payable by it
under any applicable law or regulation in respect of all sums received by it under this
Agreement and shall indemnify the Company for any losses, penalties imposed, fines,
interest awarded, costs or expenses incurred by the Company resulting from its failure
to do so.
5.6 Without prejudice to its right of set-off or counterclaim at law or in equity, the
Company shall be entitled to deduct from or set-off against any payment or damages
otherwise due to the Consultant under or in connection with this Agreement any loss,
expenses, costs or damages which the Consultant has caused the Company to suffer or
to incur, or any debt owed by the Consultant to the Company.

6. TERMINATION
6.1 At the Completion Date, if this Agreement is not renewed or extended, it will
automatically come to an end due to expiration of time.
6.2 Subject to clause [6.3] below, either party may terminate this Agreement during the
Term for any reason by giving the other party 1 month’s notice in writing or making
an equivalent payment of the Fee in lieu.

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6.3 Notwithstanding any other provisions of this Agreement, the Company may terminate
this Agreement without notice (or payment in lieu) if in the Company’s reasonable
opinion:
(a) the Consultant is guilty of negligence in the completion of the Services,
(b) the Consultant breaches this Agreement, or
(c) the conduct of the Consultant damages or is likely to damage the Company’s
relationship with Clients or the Company’s reputation.
6.4 Immediately upon the termination, expiration or assignment of this Agreement, or
upon request at any time by the Company, the Consultant will provide the Company
with any:
(a) Confidential Information;
(b) item in respect of which Intellectual Property Rights are held by the Company;
(c) property, records or information belonging to the Company or relating to the
Services,
in the Consultant’s possession, power or control, in the form requested by and to the
satisfaction of the Company.

7. INDEMNITY
7.1 The Consultant is responsible for, and indemnifies and holds harmless the Company
from, any loss, expense (including legal costs), taxes, penalties, fines, premiums,
compensation or damages (including negligence) suffered or incurred by, or imposed
or sought to be imposed on, the Company arising directly or indirectly as a result of:
(a) the acts, errors or omissions of the Consultant, including a breach of this
Agreement, or
(b) the Company and the Consultant treating the relationship between the
Company and the Consultant as one of independent contract
regardless of whether or not a legally enforceable claim is threatened or made.

8. CONFIDENTIALITY
8.1 The Consultant will not at any time, whether during, after termination or expiration of
this Agreement, use, copy or disclose any Confidential Information, unless:
(a) it is strictly necessary for the Consultant to complete the Services,
(b) for the purpose of disclosure only, the Consultant is legally obliged to disclose
by a Court, Commission or Tribunal, in which case the Consultant will as soon
as possible give the Company advance notice of the possibility of the
disclosure, or
(c) it is with the Company’s prior written permission, regardless of whether that
information is obtained by the Consultant by direct disclosure, analysis or
observation of product, specifications, documentation or notes, overheard
conversations or otherwise.
8.2 The Consultant will not, and will not permit anybody else to:

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 (a) seek to obtain Confidential Information to which the Consultant has not been
granted access,
(b) remove any Confidential Information from the Company’s or any Affiliate’s
premises,
(c) make any copies of Confidential Information, or
(d) bring any computer software, tapes or disks onto the Company’s or an
Affiliate’s premises,
without the Company’s prior written permission.
8.3 If there is any uncertainty as to whether particular information is or is not
Confidential Information, or whether the use or disclosure of particular information is
permitted pursuant to clause 8.1 above, the Consultant shall seek clarification from
the Company.
8.4 When the Consultant discloses Confidential Information in accordance with clause
8.1 above, the Consultant will ensure that whoever it is disclosed to is made aware of
its confidential nature and do everything in the Consultant’s power to ensure that any
person or entity to whom it is disclosed do not use or disclose that information.
8.5 The Consultant will observe any directions, rules or policies of the Company in
relation to security (including in respect of Confidential Information and intellectual
property) and return to the Company immediately upon request, or termination or
expiration of this Agreement, any security access device (for example, a key or access
card) provided to the Consultant by the Company or an Affiliate.

9. INTELLECTUAL PROPERTY
9.1 The Consultant acknowledges and agrees that all existing and future Intellectual
Property Rights:
(a) in any Confidential Information;
(b) in respect of any intellectual property developed, in development, created or
conceived wholly or partly by the Consultant, alone or together with any other
person or body, whether during or outside working hours:
(i) on the Company’s or an Affiliate’s premises or using the Company’s
or an Affiliate’s facilities or resources, or facilities or resources which
were in the care and control of the Company or an Affiliate or any of
the Company’s or an Affiliate’s employees, officers, agents, sub-
contractors or representatives,
(ii) directly or indirectly as a result of the Consultant’s or anybody else’s
access to Confidential Information,
(iii) in the course of, as a consequence of or in relation to completing the
Services, or
(iv) relating to the Company’s or an Affiliate’s general methods of
operation, or
(c) in respect of or associated with any of the Company’s or an Affiliate’s
products or services, and any alterations or additions or methods of making,
using, marketing, selling or providing those products or services,

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 vest in and belong to the Company, and to the extent that they may for any reason
vest in the Consultant, are assigned by the Consultant to and vest in the Company or
its nominee.
9.2 The Consultant will execute all documents including any assignments, and do all acts
and things, required by the Company for the purpose of effecting and perfecting the
title of the Company or its nominee to the Intellectual Property Rights described in
clause 9.1, in Country and such other countries as the Company requires.
9.3 The Consultant will immediately disclose to the Company in writing, any invention or
improvement the Consultant makes or of which the Consultant conceives during or in
the course of completing the Services.

10. RESTRICTIVE COVENANT

10.1 In order to protect the Company’s legitimate proprietary interests the Consultant
covenants that he will not without the prior written consent of the Company (such
consent to be withheld only in so far as may be reasonably necessary to protect the
legitimate interests of the Company) for a period of twenty four (24) months after
the termination for whatever reason of this Agreement (other than a termination by
the Company in breach of this Agreement) be engaged or interested (whether as a
director, shareholder, principal, consultant, agent, partner or employee) in any
business concern (of whatever kind) which shall in Country be in competition with
the Company in the provision of services or the manufacture, sale or supply of goods,
being services or goods of a kind with which the Consultant was concerned to a
material extent pursuant to this Agreement during the period of 12 months prior to the
termination of this Agreement. However, nothing in this clause shall restrain the
Consultant from engaging or being interested in any such business concern in so far
as the Consultant’s duties or work relate principally to services or goods of a kind
with which the Consultant was not concerned during the period of 12 months prior to
the termination of this Agreement.
10.2 The Consultant shall not during the continuance of your service or for a period of
twenty four (24) months immediately following the termination of this agreement,
whether on the Consultant’s own behalf or on behalf of any other person, firm or
company:-
(a) directly or indirectly solicit or entice away from any member of the Company or
its Affiliates or deal with any person who now is, or at the termination of this
Agreement may have become, a customer or client of the Company or its
Affiliates,
(b) directly or indirectly encourage or procure any person who is an employee of the
Company or its Affiliate to leave the Company’s or the Affiliate’s employment
(c) directly or indirectly accept into employment or engage or use the services of any
person who is an employee or director or consultant of the Company or an Affiliate
and who by reason thereof is or may be in possession of any confidential
information relating to the Company’s business, and
(d) directly or indirectly interfere with any contract, agreement, agency, licence etc.
between the Company (or its Affiliates) and a third party in respect of the supply or
distribution of goods, materials or services to or on behalf of the Company or its
Affiliates (except for the Company’s benefit).

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10.3 The parties agree that while this clause 10 goes no further than reasonably necessary
to protect the Company's legitimate business interests, if any one or more of such
restrictions shall be judged to be invalid as going beyond what is reasonable in all the
circumstances for the protection of the interests of the Company but would be valid if
words were deleted the said restrictions shall be deemed to apply with such
modifications as may be necessary to make them valid and effective and any such
modifications shall not affect the validity of any other restriction contained in this
Agreement.
10.4 The Consultant shall not, at any time, communicate to any third-party or hold itself
out generally to serve any role or function or hold any title other than independent
contractor in respect of the Company, which includes not communicating to any
third-party or holding itself out to be an employee of the Company.

11. NO ASSIGNMENT
11.1 Except as expressly permitted under the terms of this Agreement, the Consultant may
not assign its benefits under this Agreement without the consent of the Company.

12. WARRANTIES
12.1 The Consultant warrants that:
(a) it possess the necessary skills, qualifications, training and expertise to
complete the Services, and
(b) it will not infringe the Intellectual Property Rights of any third party or
otherwise breach any law or obligation to any third party in the performance
of its obligations pursuant to this Agreement or in completing the Services.

13. WAIVER
13.1 The failure, delay, relaxation or indulgence on the part of a party in exercising any
power or right conferred upon that party by this Agreement does not operate as a
waiver of that power or right, nor does any single exercise of a power or right
preclude any other or further exercise of any other power or right under this
Agreement.

14. ENTIRE AGREEMENT

14.1 This Agreement:
(a) constitutes the entire agreement of the parties as to its subject matter and
supersedes and cancels all prior arrangements, understandings, agreements and
negotiations in connection with it; and
(b) may only be altered in writing signed by all parties.

15. SEVERABILITY
15.1 The parties acknowledge and agree that:

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 (a) all the provisions of this Agreement are reasonable in all the circumstances
and that each provision is and shall be deemed to be severable and
independent; and
(b) if all or any part of any provision is judged invalid or unenforceable in all the
circumstances, it may be construed (or deleted if necessary) so as to be valid
and enforceable to the greatest extent possible and does not affect the validity
or enforceability of the remaining provisions.

16. GOVERNING LAW

16.1 This Agreement is governed by and is to be construed in accordance with the laws of
Country.
16.2 Each party irrevocably submits to the non-exclusive jurisdiction of the courts of
Country.

Signed as an agreement.

SIGNED for )
xxxxx )
in the presence of: )
xxxx
< Position >

Signature of witness

Name of witness (print)

SIGNED for )
xxxxxx )
in the presence of: )
xxxxx

Signature of witness

Name of witness (print)

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 SCHEDULE 1
Contract Details

Commencement
Date:
Completion Date:

Services:

Fee:

Working schedule Monday to Friday 9:00AM to 5:30PM

The consultant may be required to put in additional hours as
required depending on the needs of the project. No additional
overtime payment shall be payable for such overtime.

Discretionary A discretionary incentive will be paid at the end of this consultancy

Incentive: service subject to successful completion of xyz and any other
projects as advised in line with agreed scope, timetable and costs
which to be discussed separately.

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