Consulting agreement

Consulting agreement

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

1. Subject of the Agreement

1.1. The Client engages the Consultant, while the Consultant agrees to provide consulting services (hereinafter referred to as the “Services”) in accordance with the terms and provisions hereof.
1.2. The Parties shall agree upon the Services in the relevant Appendix being an integral part hereof. The scope of the Services is as follows:
(1) Consultations (including telephone consultations);
(2) Consultations related to issues of multiple _______ ;
(3) Consultations on the issues of intersectoral interaction of the patient association with public authorities and business community; 
(4) Consultations regarding the role, responsibilities and current activities of the association of patients with multiple _____ in the Russian Federation;
(5) Time allocated to consultations shall be at least _______ hours per week. 
1.3. The Services will be provided at the level relevant to high professional standards. The Consultant will make all reasonable efforts for the Services to be provided within the time limits agreed upon by the Parties with respect to a specific assignment, or, provided that such time limits were not agreed upon by the Parties, within the reasonable period of time necessary for the provision of the Services, with due account for their scope, nature and the requirements specified to the quality of such Services.
1.4. The Client shall provide to the Consultant assistance of any kind, necessary for provision of the Services by the Consultant. In particular, the Client shall grant the Consultant access to the data and documents owned by the Client and which the Consultant deems to be necessary for the purpose of performance of his obligations under this Agreement.
1.5. The Consultant agrees to promptly inform the Client of the Service provision progress and achieved results at his request. 

2. Service provision procedure
2.1. Should the Client need to obtain the Consultant’s Services, the Parties shall define the assignment for the Consultant as well as its execution period and the form of service deliverables reporting, a list of documents, if appropriate, subject to submission by the Consultant together with the report and other conditions necessary for Service provision for each specific assignment.
2.2. In order to define the assignment for the Consultant, not related to telephone consultations, the Client shall send to the Consultant a written request containing the essence of the assignment, expected execution period and the desirable deliverables of the provided Services. Such a request shall be sent to the Consultant’s e-mail address, specified herein. 
2.3. Upon the receipt of the request, specified in clause 2.2 of the Agreement, the Consultant proceeds to Service provision. In case the Consultant needs additional information or documents for the purpose of provision of the Services, the Consultant is entitled to request such information from the Client and not to proceed to Service rendering prior to its provision. 
2.4. Should the necessity arise to receive such information in the course of Services which take the form of a telephone consultation, the Client’s representatives shall contact the Consultant using the telephone number specified herein, and obtain the information of interest from the Consultant. 
2.5. Provided that the Consultant is unable to give a consultation in the course of the Client’s phone call (matters of great urgency, the need to contemplate and carry out background study of the question under consideration or the necessity to obtain (collect) additional data regarding the subject of consultation, etc.), the Consultant shall contact the Client within a reasonable time period after the Client’s call and provide all the necessary information to the Client. 
2.6. The Consultant’s monthly Remuneration makes _______ rubles, including the individual income tax – 13 %. It is understood that being a tax agent the Client withholds the above mentioned tax in the course of each Remuneration payment to the Consultant. All expenses incurred by the Consultant as a result of provision of the Services, if any, are not included into the Remuneration.
2.7. The Remuneration shall be paid to the Consultant in accordance with the following procedure:
2.7.1. within 5 (Five) business days from the moment when the Services acceptance certificate is signed by the Parties the Client shall pay the Consultant 50 (Fifty) percent of Remuneration for a following month (the advance payment). 
2.7.2. within 5 (Five) working days from the signing by the Parties of the Services acceptance certificate (clause 3.2 or 3.5 of the Agreement), the Client shall pay the Consultant the remaining part of the Remuneration for a previous (accounting) month (the subsequent payment). 
2.8. However, the Client shall pay 50 (Fifty) percent of the Remuneration for the Consultant’s Services, provided in _______ not later than _______. 
2.9. The Remuneration shall be paid in a non-cash form by means of transfer of funds to the Consultant’s current account specified herein. 
2.10. The accounting period associated with the Remuneration payment shall be a calendar month. In case the Consultant provides the Services for a fraction of a calendar month, the Remuneration shall be paid based on the period of time during which the Consultant provided the Services. 

3. Service acceptance procedure 
3.1. Based on the results of each calendar month, the Consultant shall submit to the Client a signed Report of Services Provided (hereinafter referred to as the “Report”) and the Service Acceptance Certificate (hereinafter referred to as the “Certificate”) regarding the Services provided within the current month. 
3.2. Within 5 (Five) working days as from the date of receipt of the documents, specified in clause 3.1 of the Agreement, the Client shall evaluate the content of such documents and sign them on its part or within the same time limit send the Consultant its reasonable refusal to sign the Certificate. 
3.3. In case the Client presents a reasonable refusal to sign the Certificate, the Parties shall execute a statement of disagreements with a list of necessary improvements and the time limits for perfecting the Services. In case due to the nature of violation the Consultant is unable to remedy it, the Client accepts only the scope of the Services which was actually provided by the Consultant. In is understood that the Remuneration rate is subject to proportional reduction. 
3.4. The identified defects shall be rectified using the Consultant’s own resources and at his own expense without increasing the Remuneration. The defects shall be rectified within the time limits set by the Parties in the statement of disagreements. Such time limits in any case shall be reasonable. 
3.5. As soon as all defects of the Services were duly rectified by the Consultant, the Client shall sign the Certificate and send the Consultant his copy. 

4. Termination of the Agreement and suspension of Service provision
4.1. The Client is entitled to terminate this Agreement and provision of the Services for any reason and at any time by sending a written notice to the Consultant 3 (Three) working days prior to the expected termination date (as defined below).
4.2. The Consultant is entitled to suspend provision of the Services by sending a written notice to the Client 10 (Ten) working days prior to such suspension, if the Client has violated its obligations related to payment of the Remuneration to the Consultant for a period exceeding 15 (Fifteen) calendar days. It is understood that the Consultant agrees to resume provision of the Services when the Remuneration for the working period is paid to the full extent. 
4.3. The Client and the Consultant are entitled to terminate this Agreement at any time based on the written agreement.

5. Applicable law
5.1. This Agreement is governed and shall be construed in accordance with the laws of the Russian Federation.

6. Settlement of disputes
6.1. All disputes, disagreements and claims arising from or in connection with this Agreement, including the ones related to its performance, breach, termination or invalidity, are subject to settlement in the competent court in accordance with the laws of the Russian Federation.

7. Amendments or supplements
7.1. Amendments or supplements hereto can be made only by written agreement of the Parties. All amendments, addenda and appendices hereto are an integral part hereof.

8. Notices
8.1. Unless otherwise expressly stated in the Agreement, all notices, requests, orders and other notices (hereinafter referred to as the “Notices”), subject to provision in accordance or in connection with this Agreement, shall be executed in written form and delivered by hand, sent by registered mail, by courier (courier service), by fax or e-mail. Sending Notices by fax of e-mail shall be necessarily accompanied with the relevant Notice sent by registered mail or by courier (courier service).
8.2. Any Notice shall be sent at the address and contact details of the relevant Party, provided by such a Party in written form.
8.3. All Notices shall be executed in Russian.

9. Confidentiality
9.1. The Consultant shall keep confidential all the information obtained by him from the Client in relation to the provision of the Services.

10. Rights to Service deliverables
10.1. The rights to Service deliverables shall be understood to mean exclusive rights to all and any Service deliverables, including documents, developed by the Consultant as a result of provision of the Services under this Agreement, including Services reports.
10.2. The Consultant shall delegate exclusive rights to Service deliverables to the Client. The cost of the exclusive rights to Service deliverables is included in the Consultant’s Remuneration.
10.3. It is hereby understood and agreed that to the extent not provided otherwise by this Agreement and the laws of the Russian Federation in force, the Consultant shall delegate to the Client the following rights to Service deliverables:
1) reproduction, i.e. making one or more copies of Services deliverables or their part in any tangible form;
2) translation and other types of processing;
3) practical implementation (including production);
4) distribution by means of sale or any other alienation of the original or copies.
10.4. Exclusive rights to Service deliverables shall be delegated by the Consultant to the Client unconditionally, without limitation as to period of validity and validity area.
10.5. It is hereby understood and agreed that the Consultant is not entitled to delegate the rights to the Service deliverables to third parties and also is not entitled to use the Service deliverables for his own needs.
10.6. The Client is entitled to use the Service deliverables at its own discretion, and also is entitled to delegate the rights to Service deliverables to third parties and dispose of Service deliverables in any other way. 

11. Miscellaneous
11.1. The Consultant represents and warrants that 
(i) he has full power and authority to execute this Agreement; 
(ii) he will strictly observe all laws, rules, regulatory documents and regulations, related to the Services, provided by him under this Agreement, including regulatory documents of the states, in which the Parties to the Agreement are registered; 
(iii) he will provide all the Services in good faith and to the highest standard and has highly-qualified personnel for the purpose of Service provision; 
(iv) he has no obligations to third parties which could prevent him from performing his obligations under this Agreement; 
(v) he and Service deliverables will not infringe the rights or legitimate interests of any individuals or legal entities; and 
(vi) he and/or all his co-contractors obtained all consents, permits and licenses, necessary for Service provision under this Agreement.
11.2. This Agreement shall constitute the entire agreement between the Parties concerning its subject and supersedes any other obligations or representations of the Parties, made in writing or orally prior to signing of this Agreement. There are no other acknowledgements, warranties or representations regarding the subject of this Agreement between the Parties, except those that were expressly specified herein.
11.3. This Agreement is made in two (2) equally authentic copies in the Russian language, 1 (One) copy for each Party. 
11.4. This Agreement shall come into effect when signed by the Parties and remains in force within 6 (Six) months as from the execution date. Once this period expires, this Agreement shall automatically terminate without any further extensions and renewals, unless otherwise agreed in written form by the Parties. 

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