B2B Consultancy Agreement

This B2B Consultancy Agreement template is designed to formalise the relationship between a consultant and a client, ensuring clarity and mutual understanding of the terms and conditions under which consultancy services will be provided. The template is structured to cover a wide range of consultancy services, including strategic planning, corporate management, mergers and acquisitions, and more. It outlines the responsibilities and obligations of both parties, with a particular emphasis on protecting the consultant's interests. Key provisions include detailed definitions, the scope of services, client obligations, confidentiality, fees and payment terms, and limitations of liability. The agreement also addresses intellectual property rights, data protection, and the conditions under which the agreement can be terminated. By using this template, both parties can ensure that their rights and responsibilities are clearly defined, reducing the risk of misunderstandings and disputes. This template has a pro-consultant bias offering robust protections for the consultant, including limitations on liability, ownership of intellectual property, and the ability to work with other clients, including competitors. It is a comprehensive document that can be tailored to meet the specific needs of any consultancy engagement. 

This template includes the following provisions:

1. Definitions and Interpretation: Provides definitions for key terms used in the agreement and rules for interpreting the document.
2. Appointment: The Client appoints the Consultant to provide consultancy services based on the Consultant’s expertise.
3. Services: Details the scope of services to be provided by the Consultant, including strategic planning, promotion, mergers, acquisitions, and more.
4. Client’s Obligations: The Client must cooperate, provide necessary information, and make facilities available to the Consultant.
5. Reports and Materials: The Consultant may produce reports and materials, which the Client can use internally but must not disclose to third parties without consent.
6. Term and Termination: Specifies the start date, duration, and conditions under which the agreement can be terminated by either party.
7. Confidentiality: The Consultant must keep the Client’s confidential information private, with certain exceptions.
8. Reliance on Information: The Consultant will rely on information provided by the Client without verifying its accuracy.
9. Fees and Payment: The Client must pay the Consultant’s fees and any expenses incurred, with details on payment terms and late payment interest.
10. Warranties and Liability: The Consultant warrants to use reasonable care and skill, with limitations on liability except in cases of death or personal injury.
11. Limitation of Liability: Limits the liability of both parties for indirect or consequential losses.
12. Competition: The Consultant is free to provide services to other clients, including competitors of the Client.
13. Use of the Consultant’s Name: The Client must obtain the Consultant’s consent before using their name in public announcements.
14. Data Protection: Both parties must comply with applicable data protection laws.
15. Force Majeure: Neither party is liable for delays or failures due to circumstances beyond their control.
16. Amendments: The agreement can only be amended in writing signed by both parties.
17. Assignment: Neither party can transfer their rights or obligations without the other party’s consent, except the Consultant can assign to an Affiliate.
18. Entire Agreement: This document supersedes all prior agreements and representations.
19. Waiver: Failure to exercise any right under the agreement does not constitute a waiver of that right.
20. Agency, Partnership, etc. : The agreement does not create a partnership or joint venture between the parties.
21. Further Assurance: Each party must execute any necessary documents to carry out the agreement.
22. Severance: If any provision is unlawful or unenforceable, it will be severed without affecting the rest of the agreement.
23. Announcements: No public announcements about the agreement without prior approval from the other party.
24. Notices: Specifies how notices should be sent and when they are deemed received.
25. Costs and Expenses: Each party pays its own costs related to the negotiation and performance of the agreement. 

Publisher’s Notice:

Note: This publication does not necessarily deal with every important topic, nor cover every aspect of the topics with which it deals. Templates do not include or provide legal or other advice to users. They are designed to provide a head-start to the development of a commercial agreement and are not the finished article. They require careful reading, analysis and customisation in order to meet the particular needs of the parties to the document. 

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