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INDEX

Parties Clauses

1. Consulting Services2. Obligations of the

Consultant3. Schedule and duration of

the Services4. Fees5. Terms of payment6. Expenses7. Information and approval 8. Intellectual Property Rights9. Personnel10. Status of the Consultant11. Responsibility12. Penalty for delays13. Termination of the contract14. Subcontracting 15. Confidentiality16. Law applicable and

competent jurisdiction17. Taxation18. Language

Signatures Annexes

This is a type of contract used by international consultants, by means of

which one of the parties (Consultant) establishes the conditions of its

services proposal to the other party (Client). Usually these contracts are

used for an specific project within a wide range of sectors (corporate

strategy, management, market research, human resources, engineering,

information technology, etc.).

In the most important aspects of the contract (fees and expenses,

Intellectual Property Rights, applicable law and competent jurisdiction,

etc.) a number of alternatives have been provided, for the most

appropriate one to be selected according to who drafts the contract

(Consultant or Client).

Nº of pages: 7 + 3 (User Guide)Format: WordLanguage: English

MODEL OFINTERNATIONAL CONSULTING CONTRACT

INTERNATIONAL CONSULTING CONTRACT

DATE: .............................................................................................................................................

BETWEEN:

Alternative A [When the Consultant is a company]

................................. [company legal name] whose registered office is at ..................................... [address, city and country] and registration/fiscal number is ............................., represented by ............................................................. [name and surname, position] (hereinafter referred to as “the Consultant”),

Alternative B [When de Consultant is an individual and independent professional]

Mr./Ms. …………….., of legal age, ………………...........[include professional qualification], Tax Identification Number………….., registered address ……………, acting on his/her own behalf (hereafter referred to as “the Consultant”),

AND:

................................. [company legal name] whose registered office is at ..................................... [address, city and country] and registration/fiscal number is ............................., represented by ............................................................. [name and surname, position] (hereinafter referred to as “the Client”).

Both Parties recognize mutual legal capacity to undertake the obligations of the present Contract and declare that:

I. The Consultant has expertise in the field of ………… [describe the activities of the Consultant] ............................... and possesses the knowledge and technical and human resources necessary to provide the services related to that field (hereafter “the Services”).

II. The Client has appointed the Consultant to provide the Services on the terms and conditions of this Contract.

III. Both parties undertake to observe the following Consulting Contract:

1. CONSULTING SERVICES

The scope of the Services to be provided to the Client by the Consultant is set out in Annex 1. If the Client requires any additional services or any change to the agreed Services, the Consultant will be entitled to an adjustment of the fees and an estimate of the additional fees which may be due will be provided to the Client upon request.

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2. OBLIGATIONS OF THE CONSULTANT

2.1 The Consultant will perform all his obligations to a good professional standard.

2.2 The Consultant will dedicate such of his time, attention and resources to providing the Services as may be necessary for its satisfactory and timely completion.

2.3 The Consultant will keep the Client informed as to the progress of the services provided and, in particular, will promptly give information about progress upon request.

2.4 The Consultant will comply with all reasonable request and directions of the Client related to de Services, and will comply with all regulations in force in the country of the Client.

3. SCHEDULE AND DURATION OF THE SERVICES

3.1 The Consultant will provide the Services in accordance with the timetable table set out in the Schedule of Annex 2.

3.2 If the commencement date for the Services is not agreed in advance, the Services will be treated as having commenced on the date the Consultant begins to carry out any of the Services to the Client.

3.3 The Services will continue until they are completed unless the appointment is terminated early in accordance with the terms of this Contract

4. FEES

4.1 The total amount of fees which the Client shall pay the Consultant for the Services provided will be .................. [insert amount and currency]. The total fees shall be established according to the fees set out in Annex 1 of the present Contract.

4.2 In the case of amendment or extension of the Services, the Consultant, and the Client undertake to negotiate new fees for the Services provided.

4.3 The daily and hourly consulting rates set out in Annex 1 are subject to review annually on …………. [1st of January or another date] of each year.

4.4 Fees are quoted exclusive of VAT or other indirect taxes. If these taxes are applicable, the amount will be added to each invoice and payable to the Client.

5. TERMS OF PAYMENT

The fees shall be paid according to the following terms:

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Alternative A. The Customer shall pay ........ % of the fees on signing the present contract and the rest shall be paid on completion of the Services provided.

Alternative B. the Customer shall pay .......... % of the fees on signing the present contract, ......... % on the ............................... [date], and ........ % on completion of the Services provided.

Alternative C. The Customer shall pay within ......... calendar days the invoices which the Service Provider sends ................ [weekly, monthly, quarterly] for the Services provided over that same period.

Alternative D. The Customer shall pay for the Services by means of monthly installments, of equal amount and at month’s ......... [beginning or end] until the completion of the present contract.

6. EXPENSES

Alternative A. All expenses (including travel, communications and other) necessary for compliance with the present Contract will be recoverable in addition to fees and the appropriate amounts will be added to the Consultant's invoices.

Alternative B. All expenses (including travel, communications and other), necessary for compliance with the present Contract shall be on the account of the Consultant.

7. INFORMATION AND APPROVAL

7.1 The Client will ensure that the Consultant is provided in good time with all information needed to enable the Consultant to perform the Services and, besides, the Consultant will be entitled to rely on the veracity of that information.

7.2 The Client will give all decisions and approvals related to the actions establish in the schedule of Annex 2 of this Contract in a timely manner and provide any additional assistance which the Consultant may reasonably request.

8. INTELLECTUAL PROPERTY RIGHTS

Alternative A. Copyright of all methodologies, reports, documents and data prepared by the Consultant will remain the property of the Consultant. Subject to the Client paying all fees included in the Contract, the Client will have a license to copy and use those documents and data for any purpose related to the Services provided.

Alternative B. Copyright of all methodologies, reports, documents and data prepared by the Consultant will be the property of the Consultant.

9. PERSONNEL

9.1. The Consultant will designate an individual to act as the principal representative of the Consultant in dealings with the Client. The Consultant reserves the right to change that

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individual but will not do so without good reason and will inform the Client of any such change.

9.2 The Consultant will provide the Client with details of the professional qualifications and experience of staff engaged in the Services upon request.

10. STATUS OF THE CONSULTANT

The Consultant is not an employee of the Client, but an independent contractor and termination of this Contract will not constitute unfair dismissal nor the Consultant be entitled to the payment of any compensation payment.

11. RESPONSIBILITY

11.1 The Consultant will take appropriate steps to remedy any defect in the Services provided for which the Consultant is responsible and which is immediately notified by the Client at any time up to …… [6, 12 months] following completion of the Services.

11.2 Alternative A. The Consultant will have no other responsibility to the Client for any loss or damage suffered by the Client, whether direct or indirect, related to this Contract.

11.3 Alternative B. The Consultant maintains professional insurance and will use its reasonable endeavors to maintain such insurance, in force, for so long as it has any responsibility under the Appointment. The Consultant will have no responsibility to the Client for this Contract, except to the extent that such responsibility is covered by its professional insurance.

12. PENALTY FOR DELAYS

The Consultant shall pay the Client the amount of ………… for each ……… [days, weeks, months] of delay in the provision of Services covered by the present Contract.

13. TERMINATION OF THE CONTRACT

12.1 The Consultant may terminate the Contract at any time by giving notice to the Client if the Client commits a material breach of any of the terms agreed between them which is not remedied within …… [7, 15, 30, 60] calendar days. Failure to pay fees and expenses on the due date will constitute a material breach.

12.2 The Client may terminate the Contract by notice to the Consultant if the Consultant commits a material breach of any of the terms agreed between them and fails to take steps to remedy the breach within ……… [7, 15, 30, 60] calendar days of notice requiring it to do so from the Client.

12.3 Upon termination of the Contract the Client will pay the Consultant all fees and expenses due up to the termination date. In the event of wrongful termination by the Client, the Client will, in addition, pay the Consultant an appropriate amount of compensation for the Consultant's loss of anticipated profit.

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14. SUBCONTRACTING

Alternative A. The Consultant shall not subcontract to any person or company the provision of Services as set out in Annex 1 of the present Contract without the express consent of the Client.

Alternative B. The Consultant may subcontract some of the Services set out in Annex 1 of the present Contract on condition that the Client is informed to that end. The Consultant shall be responsible for the actions of such subcontracted agents under the same terms as those undertaken by itself.

15. CONFIDENTIALITY

The Consultant undertakes to keep strict confidentiality as to the information and documentation provided by the Client throughout the term of the present Contract and for ...... [1, 2, 3] years after its completion. Similarly, it undertakes not to reveal any knowledge or information acquired by the Client either directly or indirectly. On completion of the present Contract, the Consultant shall destroy all information held in any file or database, or printed or otherwise recorded in any way.

16. LAW APPLICABLE AND COMPETENT JURISDICTION

The Parties shall exercise their best efforts to resolve by negotiation any dispute, controversy o difference between them arising out or relating to this Contract.

If the dispute is not be resolved by direct negotiation, it will be finally settled by:

Alternative A. legal proceedings in the Courts of .............. [insert country], and both parties agree to submit to the jurisdiction of those Courts.

Alternative B. the Courts of the country of the ……..........……… [Client or Consultant] and, specifically, to those of the town/city where it has its registered offices, except if the ......................... [Client or Consultant], if it were the complainant, were to bring its claim before the Courts of the town/city where the other Party has its registered offices.

Alternative C. the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the aforesaid Regulation. The place of arbitration shall be ....................... [insert town/city and country] and the proceedings will have to be carried out using ……......…... as a language.

17. TAXATION

All taxation derived from the present Contract shall be met by the Parties according to the legislation of their respective countries.

18. LANGUAGE

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The whole text of the present Contract, as well as the documents derived from it, including those in the Annex, have been written in:

Alternative A. English, and is therefore considered to be the only authentic text for all legal effects.

Alternative B. …………… and English, both versions being deemed authentic, but for legal purposes the text in .......... is to be given priority of interpretation.

Both Parties declare their conformity to the present Contract, which is signed on ...... copies, each of which is considered original.

This Contract enters into force the date written above.

Signed by a duly authorized representative of the Consultant and of the Client.

Alternative A. At …………......, on …… of .................., .........

Alternative B. The Consultant, at ……………, the……………, and the Client at…………., the………………..

For and on behalf of the Consultant For and on behalf of the Client

________________________________ ________________________________Mr./Mrs. ............................................ Mr./ Mrs. ............................................................................................... [position] ................................................. [position]

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© Copyright Global Marketing Strategies (ISBN 978-84-92570-77-5)ANNEX 1. SERVICES PROVIDE BY THE CONSULTANT

(CLAUSES 1, 4 AND 14)

Description of services provided Nº daysNº hours

Fees/per dayFees/per hour

Total Fees

ANNEX 2. SCHEDULE(CLAUSES 3 AND 7)

Action/Stage Delivery Date

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Contracts drafted by the legal experts of Global Negotiator cover all relevant aspects that are negotiated and agreed in the different types of business between companies. However, when these contracts are used you should take into account some recommendations common to all of them that are described in this User Guide. DATE

The date when the contract comes into force is the one that appears in its header, as mentioned in the final paragraphs of the contract, before signatures (This Contract comes into force on the date written above).

In some contracts -for example in the Supply Contract- the date of coming into force is also mentioned in one of the clauses. In these cases, you have to verify that the two dates inserted in the contract (in the heading and in the corresponding clause) are the same, in order to avoid discrepancies.

PARTIES

Be sure to insert in the first page of the contract the full details of the Parties:

When a Party is a company you must insert the following information: legal name, legal form (limited, incorporated, etc.), full address, registration data and fiscal identification number.

When a Party is an individual that works as independent professional (for example a commercial agent) you must insert the following information: full name, profession, full address and fiscal identification number.

CLAUSES

Clauses with different alternatives: choose the most favorable

In the most important clauses of each contract (exclusivity, payment terms, applicable law and competent jurisdiction, etc.) several drafting alternatives are proposed so you can choose the most appropriate to each situation. Therefore, the user before submitting the contract to the other Party must choose the alternatives that seem best suited to their interests, and eliminate the rest. Clauses with blank spaces to be completed

In several clauses of the contract blank spaces appear with dots (.......................) that the user has to complete inserting text. Following the dots, between brackets, you will see the data and explanations to insert the text.

When the text between brackets is in normal letters (the same as the contract) and separated by "," or the word "o", the user must insert one of the options suggested.

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USER GUIDE

Example of blank space (........) with options to select between brackets:

Orders handled before completion of the present Contract which produces sales transactions within .......... [1, 2, 3, 6] months shall entitle the Agent to receive the corresponding commission. In this case, the user must choose between options 1, 2, 3 or 6 months and insert one in the blank space (........).

When the text between brackets is in italics the user has to insert the data and information requested and eliminate the bracketed text.

Example of blank space - (.........) to insert text:

Both parties, by mutual consent, resolve to refer any dispute to the Rules of Conciliation and Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with said Rules. The place of arbitration shall be ........... [city and country]. In this case, the user must insert in the blank space (...........) the city and country chosen to conduct the arbitration and afterward eliminate the bracketed text [city and country].

Notices Clause

Sometimes it may happen that the official address of the Parties which appear at the beginning of the contract is different from which is to be used for communications between the Parties during the terms of the contract. In this case, the user should include at the end of the contract a Notices Clause.

Example of Notices Clause:

Notices. - In order to comply with their contractual obligations, the Parties establish the following address for the provision of notices related to this contract:- Party 1 ............................................................. [insert full address].- Party 2 .............................................................. [insert full address].

ANNEXES

The contracts incorporate some Annexes, each of them, referenced to the corresponding Clause. Annexes are drafted in commonly used formats, although the user must adapt these formats and the text inserted in them to each particular situation.

SIGNATURES

People who sign

Persons signing the contract on behalf of the company must have the authority to do so and preferably, be entitled on the basis of a power of attorney. Below the signature, in addition to the full name of the person that signs his/her position must be inserted. When one of the Parties who signs is a natural person (for example a commercial agent in an Agency Contract) obviously he or she is the person that has to sign the contract.

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The laws of some countries require that contracts, to be valid, shall be signed in front of witnesses or a public notary. Therefore, before signing a contract you should be informed about the requirements that may exist in each country.

Place and date of signature

Usually, contracts are signed by both Parties on the same date and place. Nevertheless, in international contracts, due to physical distance, it is common that each of the Parties sign in different dates and places. This contract provides for both alternatives so it comes to choosing the most appropriate to each situation.

Number of copies

Usually, the Parties sign two copies of the contract, each Party retaining one of them, but cal also arise the need to sign more copies. In this case, all you have to do is mention explicitly the number of copies to be signed in the paragraph that is included at the end of the contract (Both Parties declare their conformity to the present contract, which is signed in ...... copies, each of which shall be considered an original).

GENERAL RECOMMENDATIONS

The Parties must sign all pages of the contract, including Annexes, so they are also valid. It is better to use ball point or pen (not pencil) in a color other than black (e.g.: blue); this makes it easier to distinguish an original document from a photocopy.

It is preferable (although no mandatory) to express sums of money and percentages in words and figures. Of course, the words and figures for a given amount must match exactly. You also must insert the currency in which the amounts are expressed. It is advisable to use the rules establish by ISO that name each currency by three capital letters (EUR for euro, USD for dollar, GBP for sterling pound, JPY for Japanese yen, etc. - you can get the acronyms of every currency in the website www.oanda.com).

Once you have chosen the best alternatives of each clause and have completed the blank spaces you should revise the whole contract to remove remaining paragraphs and correct any errors.

LEGAL WARNING

Depending upon your particular situation this contract might not meet your needs and requirements. In case of doubt, you should consult a legal advisor.

Global Marketing Strategies, S.L. as publisher and copyright holder of this contract disclaims all warranties, whether express or implied, respecting the legal content of this contract. For any claims arising out or in connection with the use of this contract, Global Marketing Strategies shall be limited to a refund of the purchase price.

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