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Date Posted: 04:42:37 02/11/03 Tue
Author: agreement
Subject: agreement 1

3
Contract for services of a business consultant to a company1
THIS AGREEMENT is made the ...... day of .........
BETWEEN:
(1) (name of business consultant) whose address for service within the jurisdiction of the courts of [England and Wales] is (address) (‘Alpha’) and
(2) (name of company) [whose [registered office or principal place of business] is at or whose address for service within the jurisdiction of the courts of [England and Wales] is] (address) (‘Beta’)
[1122]
1 Definitions
The following terms shall have the following meanings:
1.1 ‘Board’: the Board of Directors of Beta
1.2 ‘Commencement Date’: (date)
1.3 ‘Conditions’: the provisions [contained in clause [3 to 11] or set out [overleaf or below] which shall be incorporated into this agreement in their entirety]
1.4 ‘Term’: [from the Commencement Date for a period of [3] years and subsequently unless and until this agreement shall be determined by either party in accordance with clause (number) or Alpha’s engagement shall be for life2]
2 Appointment
Beta engages Alpha as consultant of Beta’s business for the Term
(if the Conditions are to be printed overleaf or as a separate attachment the execution by or on behalf of the parties should take place here)
[CONDITIONS]
3 Alpha’s obligations
3.1 During the Term Alpha shall unless prevented by ill-health devote such of [his] time attention and abilities to Beta’s business as [may be necessary for the proper exercise of [his] duties as consultant or Alpha shall deem necessary3 or the Board shall deem necessary4] provided that nothing contained in this agreement shall [require Alpha to devote to the business of Beta more than (number) hours in any one calendar month or] (subject to clause [(number)]) preclude Alpha from acting in a similar or any other capacity for any other person firm or company
3.2 To advise and assist Beta as required in all branches of its business including in particular but without prejudice to the generality of the above (set out Alpha’s particular proposed duties and functions)
[3.3 To comply with the reasonable directions of the Board and use [his] best endeavours to promote the interests of Beta]5
[1123]
4 Beta’s obligations
4.1 In consideration of the services to be rendered by Alpha under this agreement Beta shall pay to Alpha:
4.1.1 A fee of £(amount) per [month] [(variable upwards at the discretion of the Board)]6 payable [monthly on the last day of every calendar month or quarterly on the first days of March June September and December] commencing [with a proportionate payment] on (date) [such fee being [inclusive or exclusive] of any fees payable to Alpha as a director of Beta]7
[4.1.2 Such additional sums (if any) as shall from time to time be determined by the Board having regard to the services rendered by Alpha]8
4.2 Alpha or [his] personal representatives shall be entitled to a rateable proportion of the sum or sums payable under this clause for any broken portion of any year during which [his] engagement under this agreement subsists
[4.3 Beta shall reimburse to Alpha all reasonable travelling and other expenses properly incurred by him in the performance of [his] duties under this agreement provided that Beta may require any such expenses to be duly vouched by written evidence where procurable]9
5 VAT10
5.1 All sums payable under this agreement unless otherwise stated are exclusive of VAT and other duties or taxes
5.2 Any VAT or other duties or taxes payable in respect of such sums shall be payable in addition to such sums
[1124]
6 Secrecy
6.1 Alpha shall not at any time during or after the Term divulge or allow to be divulged to any person any confidential information [relating to the business or affairs of Beta] other than to persons who have signed a secrecy undertaking in the form approved by Beta
[6.2 Alpha shall not permit any person to assist in the provision of the services under this agreement unless that person has signed such an undertaking]
7 Termination
The following obligations are conditions of this agreement and any breach of them shall be deemed a fundamental breach which shall determine this agreement immediately and the rights and liabilities of the parties shall thereafter be determined:
[7.1 Failure on the part of Beta to make punctual payment of all sums due to Alpha under the terms of this agreement]
[7.2 Failure on the part of Alpha to observe any obligation under this agreement not requiring Notice to be served and in the case of obligations requiring Notice to be served failure to comply with the terms of any Notice]
[7.3 The levying of any distress or execution against Beta or the making by him of any composition or arrangement with creditors or being a company Beta’s liquidation (other than a members’ voluntary liquidation)]
[7.4 The doing or permitting of any act by which Alpha’s rights in the Intellectual Property may be prejudiced or put in jeopardy]
[1125]
8 Delivery up of documents on termination
Alpha or [his] personal representatives shall upon the termination of [his] engagement immediately deliver up to Beta all correspondence documents specification papers and property belonging to Beta which may be in [his] possession or under [his] control
9 Amalgamation or reconstruction of Beta
If before the end of the Term the engagement of Alpha shall be terminated by reason of the winding up of Beta for the purpose of amalgamation or reconstruction or as part of any arrangement for amalgamation not involving winding up and Alpha shall be offered an engagement with the amalgamated or reconstructed company for a period of not less than the unexpired part of the Term and on terms not less favourable than the terms of this agreement Alpha shall have no claim against Beta in respect of such termination11
10 Status of Alpha
10.1 During the Term Alpha shall be an independent contractor and not the servant of Beta
10.2 In such capacity Alpha shall bear exclusive responsibility for the stamping of [his] national insurance card as a self-employed person and for discharge of any income tax and VAT liability arising out of remuneration for [his] work performed by him under this agreement
10.3 Alpha shall not be subject to directions from Beta as to the manner in which [he] shall perform [his] work
[1126]
11 Supersedes prior agreements
This agreement supersedes any prior agreement between the parties whether written or oral and any such prior agreements are cancelled as at the Commencement Date but without prejudice to any rights which have already accrued to either of the parties
12 Headings
(continue as in Form 1 clause 12.11 [1109] ante)
(If the Conditions are not a separate attachment the signatures should appear here)
13 Third Party Rights
(Select as appropriate from Form 14 [1244] post)
AS WITNESS etc
(signatures of (or on behalf of) the parties)

1 As to the nature of contracts for services generally see Paragraph 1 [1001] ante.
2 If the second alternative is used, the Form should be cleared with the Inland Revenue. Engagement for life could be held inconsistent with a contract for the supply of services.
3 If the second (or third) alternative is used the Form should be cleared with the Inland Revenue. The element of control is an important factor in the distinction between a contract of employment and a contract for services. A safer alternative, if the first alternative is thought inadequate, is to list the tasks to be performed by the consultant in a schedule.
4 See note 3 above.
5 See note 3 above if this clause is used.
6 If this optional phrase is used, the Form should be cleared with the Inland Revenue in case the view should be taken that they are in reality payments appropriate to a contract of employment.
7 See note 6 above.
8 See note 6 above.
9 The use of this clause is not recommended in contracts where the parties may be subject to UK tax law. It is much safer for the consultant to make a reasonable assessment of the likely expenses and to add them to the fee payable under clause 4.
10 As to VAT generally see Paragraph 12 [1030] ante.
11 The use of this clause is advantageous to the consultant but could create problems because the Inland Revenue might argue that it is more consistent with a contract of employment. Accordingly, the Form should be cleared with the Revenue if clause 9 is used.

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