CONSULTANCY AGREEMENT

This Consultancy Agreement (“Agreement”) is executed on {{f1_date}} (“Effective Date”).

PARTIES

{{f2_name_of_client_company}}, a company incorporated under the Companies Act, 2013, having its registered office at {{f3_registered_office_address}} (“Client”);

{{f4_name_of_consultant}}, a [company/LLP/partnership/individual; field type: TEXT], having its principal place of business at {{f5_address_of_consultant}} (“Consultant”).

The Client and the Consultant are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

1. APPOINTMENT AND NATURE OF ENGAGEMENT

1.1. The Client hereby appoints the Consultant on a non-exclusive, independent contractor basis to provide the consultancy services strictly in accordance with this Agreement.

1.2. Nothing in this Agreement shall be construed to create any employment, partnership, agency, or joint venture relationship.

2. SCOPE OF SERVICES

2.1. The Consultant shall provide the following consultancy services (“Services”):

{{f6_precise_and_exhaustive_description_of_services}}

2.2. The Consultant shall not be required to perform any service outside the scope expressly stated in Clause 2.1.

2.3. Any modification to the scope shall be valid only if recorded in writing and signed by both Parties.

3. TERM

3.1. This Agreement shall commence on the Effective Date and shall remain in force for {{f7_term}}, unless terminated earlier in accordance with this Agreement.

4. TIME COMMITMENT AND DELIVERABLES

4.1. The Consultant shall devote such time as is reasonably required to perform the Services in accordance with agreed timelines.

4.2. The deliverables shall be strictly as follows:

Deliverable	Description	Due Date
{{f8_name}}	{{f9_description}}	{{f10_date}}

4.3. Time is of the essence. Delay beyond {{f11_number}} days shall constitute material breach.

5. FEES AND PAYMENT

5.1. The total consultancy fee payable shall be INR {{f12_amount}} (exclusive of applicable taxes).

5.2. Payment structure:
{{f13_fixed_milestone_monthly}}

5.3. Payments shall be made within {{f14_number}} days of receipt of valid tax invoice.

5.4. No advance payment shall be payable unless expressly stated below:
Advance (if any): {{f15_amount_or_nil}}.

6. TAXES AND STATUTORY COMPLIANCE

6.1. The Consultant shall be solely responsible for all taxes, statutory dues, and compliances applicable to the fees received.

6.2. The Client may deduct taxes at source as required under Applicable Law.

7. CONFIDENTIALITY

7.1. All technical, commercial, financial, business, and proprietary information disclosed constitutes Confidential Information.

7.2. The Consultant shall not disclose or use Confidential Information except for performance of the Services.

7.3. Confidentiality obligations shall survive termination for 5 (five) years.

8. INTELLECTUAL PROPERTY

8.1. All reports, documents, analyses, presentations, data, and work products created under this Agreement (“Work Product”) shall vest exclusively in the Client.

8.2. The Consultant hereby irrevocably assigns all intellectual property rights in the Work Product to the Client upon creation.

8.3. No license is granted to the Consultant to reuse the Work Product.

9. NON-SOLICIT AND NON-COMPETE

9.1. During the term and for 12 months thereafter, the Consultant shall not solicit the Client’s employees, customers, or vendors.

9.2. During the term of this Agreement, the Consultant shall not undertake any engagement that creates a direct conflict of interest with the Services.

10. REPRESENTATIONS AND WARRANTIES

The Consultant represents and warrants that:
(a) it has full authority to enter into this Agreement;
(b) the Services shall be performed with due skill, care, and diligence;
(c) the Work Product shall not infringe any third-party rights;
(d) no conflicting obligations exist.

11. INDEMNITY

11.1. The Consultant shall indemnify and hold harmless the Client against all losses arising from:
(a) breach of this Agreement;
(b) negligence or misconduct;
(c) intellectual property infringement;
(d) violation of law.

12. LIMITATION OF LIABILITY

12.1. The Consultant’s aggregate liability shall not exceed {{f16_liability_cap}}.

12.2. This limitation shall not apply to fraud, wilful misconduct, confidentiality breach, or IP infringement.

13. TERMINATION

13.1. Either Party may terminate this Agreement without cause upon {{f17_notice_period}} written notice.

13.2. The Client may terminate immediately upon material breach or misconduct.

14. CONSEQUENCES OF TERMINATION

14.1. Upon termination:
(a) the Consultant shall cease Services immediately;
(b) all Work Product shall be handed over within {{f18_number}} days;
(c) Confidential Information shall be returned or destroyed.

15. FORCE MAJEURE

15.1. Neither Party shall be liable for failure due to events beyond reasonable control, excluding payment obligations.

16. GOVERNING LAW AND DISPUTE RESOLUTION

16.1. This Agreement shall be governed by the laws of India.

16.2. All disputes shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996.

Seat and venue: {{f19_city_india}}
Language: English.

16.3. Courts at {{f20_city_india}} shall have exclusive jurisdiction for interim relief.

17. ENTIRE AGREEMENT

17.1. This Agreement constitutes the entire understanding between the Parties and supersedes all prior arrangements.

18. AMENDMENT

18.1. Any amendment must be in writing and signed by both Parties.

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.

For the Client
Name: {{f21_name}}
Designation: {{f22_designation}}
Signature: _______________________
Date: {{f23_date}}

For the Consultant
Name: {{f24_name}}
Designation: {{f25_designation}}
Signature: _______________________
Date: {{f26_date}}

MEMORANDUM OF UNDERSTANDING

This Memorandum of Understanding (“MoU”) is executed on {{f1_date}} (“Effective Date”).

PARTIES

{{f2_name_of_party_a}}, a [company/LLP/partnership/individual; field type: TEXT], having its address at {{f3_address_of_party_a}} (“Party A”);

{{f4_name_of_party_b}}, a [company/LLP/partnership/individual; field type: TEXT], having its address at {{f5_address_of_party_b}} (“Party B”).

Party A and Party B are hereinafter individually referred to as a “Party” and collectively as the “Parties”.

1. PURPOSE AND BACKGROUND

1.1. The Parties desire to record their mutual understanding in relation to {{f6_precise_description_of_proposed_transaction_collaboration}} (“Proposed Arrangement”).

1.2. This MoU sets out the agreed principles, responsibilities, and intent of the Parties pending execution of definitive agreements.

2. SCOPE OF UNDERSTANDING

2.1. The Parties agree to cooperate for the following limited purposes only:
(a) {{f7_specific_activity_1}};
(b) {{f8_specific_activity_2}}.

2.2. No Party shall be obliged to proceed with the Proposed Arrangement unless and until definitive agreements are executed.

3. ROLES AND RESPONSIBILITIES

3.1. Party A shall be responsible for:
(a) {{f9_exact_responsibility}}.

3.2. Party B shall be responsible for:
(a) {{f10_exact_responsibility}}.

3.3. Neither Party shall incur any liability or obligation on behalf of the other.

4. FINANCIAL UNDERSTANDING (IF ANY)

4.1. The Parties agree that:
(a) consideration, if any, shall be {{f11_amount_structure_nil}};
(b) costs shall be borne by {{f12_party_sharing_basis}}.

4.2. This Clause shall be non-binding unless expressly stated otherwise.

5. CONFIDENTIALITY (BINDING)

5.1. All information exchanged pursuant to this MoU shall be treated as confidential.

5.2. Confidentiality obligations shall survive termination of this MoU for 5 (five) years.

6. EXCLUSIVITY (IF APPLICABLE)

6.1. For a period of {{f13_exclusivity_period_nil}}, neither Party shall negotiate similar arrangements with third parties in relation to the Proposed Arrangement.

7. INTELLECTUAL PROPERTY

7.1. All pre-existing intellectual property shall remain the exclusive property of the respective owning Party.

7.2. No license or transfer of intellectual property is granted under this MoU.

8. LEGAL NATURE

8.1. Except for Clauses 5 (Confidentiality), 6 (Exclusivity, if applicable), 9 (Governing Law), and 10 (Dispute Resolution), this MoU is non-binding and does not create any legally enforceable obligation.

8.2. Nothing herein shall be construed as creating a partnership, agency, or joint venture.

9. TERM AND TERMINATION

9.1. This MoU shall remain valid for {{f14_term}} from the Effective Date.

9.2. Either Party may terminate this MoU without cause upon {{f15_notice_period}} written notice.

10. GOVERNING LAW AND DISPUTE RESOLUTION (BINDING)

10.1. This MoU shall be governed by and construed in accordance with the laws of India.

10.2. Any dispute arising out of or in connection with this MoU shall be resolved by arbitration under the Arbitration and Conciliation Act, 1996.

Seat and venue: {{f16_city_india}}
Language: English.

10.3. Subject to arbitration, courts at {{f17_city_india}} shall have exclusive jurisdiction.

11. ENTIRE UNDERSTANDING

11.1. This MoU constitutes the entire understanding between the Parties with respect to the subject matter and supersedes all prior communications.

12. AMENDMENT

12.1. Any amendment to this MoU shall be valid only if made in writing and signed by both Parties.

EXECUTION

IN WITNESS WHEREOF, the Parties have executed this MoU on the date first written above.

For Party A
Name: {{f18_name}}
Designation: {{f19_designation}}
Signature: _______________________
Date: {{f20_date}}

For Party B
Name: {{f21_name}}
Designation: {{f22_designation}}
Signature: _______________________
Date: {{f23_date}}

Consultancy Agreement

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