Consultancy Agreement - Company - Tripartite Version (Engaging Named Consultant)

Consultancy Agreement - Company - Tripartite Version (Engaging Named Consultant)

TR.C&L.06.03

This Consultancy Agreement - Company: Tripartite version (engaging named consultant) should be used where a Consulting Company intends to provide consulting services to a Client and a specific individual is employed by the Consulting Company as a Consultant to perform the services for the Client.

The Consulting Company, the Consultant and the Client are all party to this Agreement. The template reflects current good practice and is drafted to create a balanced relationship between the three parties.

Under this form of agreement, the individual Consultant performing the services is also a party to the agreement. Hence this template is only appropriate where this party is identifiable as a specific individual to act throughout the period of the agreement and where this party has agreed to be bound by this agreement.

This template creates a more preferable agreement for both the Consulting Company and the Client, since the Consultant is bound by certain undertakings and warranties. As a result, the Consulting Company need not take the risk of making these undertakings and warranties on behalf of the Consultant, and the Client has a second party to seek remedies from on the occurrence of non-performance of the services or any other breach of the agreement by the other two parties.

This template might be regarded as use by the individual Consultant of the Consulting Company as his personal service or other intermediary company, giving rise to the risk that, under employment law and any other applicable law, the Consultant is regarded by HMRC, an employment tribunal or any other body as an employee, and the risk that legislation (such as IR35 or other rules) might adversely impact the Consultant’s or the Consulting Company’s legal, tax or NIC position. Whether that is so will depend not just on what is contained in this contract but also on all other circumstances. Those circumstances may include the way in which the contract is implemented, and all arrangements between the Consulting Company, the Client, and the individual Consultant.

HMRC provides some guidance on its website about employment, self-employment, and IR35. Its decisions on these points are often based on a “balancing exercise” in which it gives weightings to various factors. However, neither the HMRC guidance nor case law are sufficiently precise to enable anyone to predict how in any particular case the “balancing exercise” would be carried out or what HMRC’s conclusion would be about that particular case. For that reason we recommend that, before you decide to use or adapt this Consultancy Agreement - Company: Tripartite version (engaging named consultant), you take professional advice in relation to your particular circumstances as to any impact on the Consulting Company, and the individual Consultant of employment law, tax, and NIC rules.

This Consultancy Agreement - Company: Tripartite version (engaging named consultant) contains the following Clauses: 

1. Definitions and Interpretation

2. Appointment and Duration

3. Time for Performance

4. Obligations of the Operator

5. Warranties of the Operator

6. Warranties of the Consultant

7. Price and Payment

8. Expenses

9. Late Payment

10. Access and Facilities

11. Intellectual Property

12. Waiver of Moral Rights

13. [Advertising]

14. Conflicting Activities

15. Non Solicitation

16. Non Competition

17. Personal Data

18. Cancellation

19. Termination

20. Effects of Termination

21. Confidentiality

22. Force Majeure

23. Relationship of the Parties

24. No Waiver

25. Severance

26. Entire Agreement

27. Non-Assignment

28. Third Party Liability

29. Communication

30. Notices and Service

31. Further Assurance

32. Arbitration

33. Agreement in Counterparts

34. Set Off

35. Applicable Law and Jurisdiction

SCHEDULES:

Specifications

The Services

Time for Completion of Services

Expenses

Facilities

Fee/Rate

Time for rendering invoices

Cancellation Provisions

Address to which invoices to be sent

Address to which notices are to be sent

Address to which any request for advertising to be sent

Company’s Representative

Purchasing Representative

Necessary Permits and Permissions

Safety and Security Requirements

This document is in open format. Either enter the requisite details in the highlighted fields or adjust the wording to suit your purposes.

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