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A balanced agreement for a Client retaining a Consultant to give advice and expert support paid mainly by time — a day rate, hourly rate or retainer — governed by DIFC law, with the DIFC Courts or DIAC arbitration seated in the DIFC.
Dubai International Financial Centre (DIFC)
Highlighted blanks are the details your parties fill in.
This agreement is dated the date on which it is signed by the last of the parties.
This agreement is made between [TO BE CONFIRMED — Client] (the "Client") and [TO BE CONFIRMED — Consultant (the firm or individual giving the advice)] (the "Consultant").
"Services" means [TO BE CONFIRMED — Services (the advice and support the Consultant will give, itemised)].
"Start Date" means [TO BE CONFIRMED — Start Date].
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A balanced agreement for a Client retaining a Consultant to give advice and expert support paid mainly by time — a day rate, hourly rate or retainer — governed by ADGM law (English common law and the English statutes applied in ADGM), with the ADGM Courts.
"Fees" means [TO BE CONFIRMED — Fees].
"Payment Period" means 30 days after receipt of a valid invoice.
"Liability Cap" means the total Fees paid or payable under this agreement in the 12 months before the event giving rise to the claim.
"Key Personnel" means [TO BE CONFIRMED — Key Personnel (the named individuals who will provide the Services)].
"Fee Cap" means [TO BE CONFIRMED — Fee Cap (maximum Fees without further approval)].
Where a party is an individual, "it", "its" and "itself" refer to that individual; a reference to a party's officers, board, constitutional documents or being duly incorporated or organised applies only to a party that is a body corporate or other entity; and a reference to a party becoming insolvent includes, for an individual, being made bankrupt or becoming subject to any equivalent procedure in any jurisdiction.
The Client appoints the Consultant on a non-exclusive basis to provide the Services from the Start Date for the Term. The Consultant must provide the Services with reasonable care and skill, using appropriately qualified and experienced personnel, and in accordance with applicable law and any reasonable site, security and conduct rules the Client notifies to it in advance.
The Services are provided for the Client's own use and for the purpose for which they were requested. The Client remains responsible for its own decisions, including whether and how to act on any advice. The Consultant may rely on information the Client supplies without verifying it, unless the Consultant knows or should reasonably suspect that it is inaccurate or incomplete. No person other than the Client may rely on the Consultant's advice without the Consultant's prior written consent.
The Consultant must provide the Services principally through the Key Personnel. It must not replace any of them without the Client's prior written consent, which the Client must not unreasonably withhold, except where the person is unavailable because of illness, leave or the end of their engagement with the Consultant. Any replacement must be suitably qualified and experienced, and the Consultant must bear the cost of any handover.
The Client must give the Consultant, in good time, the information, access, decisions and cooperation the Consultant reasonably needs to provide the Services, and must ensure that the information it supplies is accurate and complete in all material respects. The Consultant is not responsible for delay or additional cost to the extent caused by the Client's failure to do so, and the parties must agree any reasonable adjustment to the timetable or Fees that results.
Either party may propose a change to the Services. A change binds the parties only once both have agreed it in writing, including any change to the timetable or Fees. Until then, the Consultant must continue to provide the Services as agreed.
The Consultant may provide services to others during the Term, provided that doing so does not conflict with its duties under this agreement or involve any use of the Client's Confidential Information. The Consultant must promptly disclose to the Client in writing any actual or potential conflict of interest. If the parties cannot agree measures that manage the conflict to the Client's reasonable satisfaction, either party may terminate this agreement immediately by written notice.
The Client must pay the Fees and the expenses described in this clause. Where Fees are charged by time, a day means 7.5 hours of work, and part days are charged pro rata. The Consultant must keep accurate records of the time spent on the Services and provide them with each invoice and at any other time on reasonable request. The Fees are exclusive of value added tax, which the Client must pay at the applicable rate against a valid tax invoice.
The Consultant may invoice monthly in arrears. The Client must pay each valid invoice within the Payment Period. If the Client disputes an invoice in good faith, it must notify the Consultant promptly with its reasons and pay the undisputed part when due, and the parties must try promptly to resolve the dispute.
The Consultant must not incur Fees above the Fee Cap without the Client's prior written approval, and the Client is not required to pay Fees above the Fee Cap that it has not approved. The Consultant must tell the Client promptly if it expects the Fee Cap to be insufficient.
The Client must reimburse reasonable travel and other out-of-pocket expenses properly incurred in providing the Services, provided that the Client approved them in writing in advance and the Consultant supplies receipts or other reasonable evidence with the relevant invoice.
If the Client fails to pay an undisputed amount when due, the Consultant may charge interest on it from the due date until payment at 2% a year above the Base Rate of the Central Bank of the United Arab Emirates, accruing daily. If the amount remains unpaid 14 days after the Consultant gives written notice of its intention to suspend, the Consultant may suspend the Services until it is paid.
The Consultant is an independent contractor. Neither the Consultant nor any of its personnel is an employee of the Client for the purposes of the DIFC Employment Law (DIFC Law No. 2 of 2019, as amended), and nothing in this agreement creates a partnership or agency. The Consultant decides how the Services are performed, subject to the agreed timetable and the Client's reasonable operational requirements, and has no authority to bind the Client. The Consultant must hold the licences and approvals the law requires to provide the Services, ensure that its personnel hold the permits the law requires, and is responsible for its personnel and its own taxes.
"Work Product" means the reports, advice documents, presentations, analyses and other materials the Consultant creates specifically for the Client in providing the Services. "Consultant Materials" means the materials, methods, tools, templates and know-how the Consultant owned before this agreement or develops independently of the Services. The Client grants the Consultant a non-exclusive, royalty-free licence to use the materials the Client supplies, only to provide the Services.
The economic rights in the Work Product vest in the Client as works contracted for by it under the DIFC Intellectual Property Law (DIFC Law No. 4 of 2019). To the extent they do not, the Consultant assigns to the Client its economic rights in the Work Product, including the rights to reproduce, publish, communicate to the public, translate, adapt and distribute it, with effect as each item is created. The Consultant grants the Client a non-exclusive, perpetual, irrevocable, royalty-free licence to use, copy and adapt any Consultant Materials included in the Work Product, as part of it, for the business purposes of the Client and its group companies, worldwide, the consideration for which is included in the Fees. As moral rights are inalienable, the Consultant must obtain each author's written agreement, to the extent the law permits, not to object to the Client's use, adaptation and publication of the Work Product.
"Confidential Information" means information of a confidential nature that one party or its group companies disclose to the other in connection with this agreement. Each party must keep the other's Confidential Information confidential, use it only to perform or receive the Services, and disclose it only to its personnel, professional advisers, insurers and permitted subcontractors who need to know it and are bound by equivalent duties of confidence, or where the law, a court or a regulator requires disclosure. These duties do not apply to information that the recipient can show is or becomes public other than through its breach, was lawfully known to it without restriction, is independently developed, or is lawfully received from a third party without restriction. These duties continue for 5 years after this agreement ends and, for trade secrets, for as long as they remain trade secrets.
Neither party may name the other as a client or supplier, or describe the Services, in any publicity without the other's prior written consent.
Each party must comply with applicable data protection law, including the DIFC Data Protection Law (DIFC Law No. 5 of 2020). Where the Consultant processes personal data on the Client's behalf, this clause is the parties' written agreement for that processing, and the Consultant must: process it only on the Client's documented instructions; ensure that its personnel are bound by confidentiality; apply appropriate technical and organisational security measures; engage a sub-processor only with the Client's prior written authorisation and on equivalent written terms; assist the Client with data subjects' requests and its other compliance obligations; notify the Client without undue delay of any personal data breach; transfer the personal data outside the DIFC only on the Client's instructions and as the law permits; delete or return it when the Services end, unless the law requires it to be kept; and give the Client the information it needs to demonstrate compliance and allow audits. The parties must record in writing the subject matter, duration, nature and purpose of the processing and the types of personal data and data subjects.
Each party must comply with all applicable anti-bribery and anti-corruption laws. The Consultant must not offer, give, request or accept any bribe or other improper advantage in connection with this agreement, must maintain procedures adequate to prevent its personnel and subcontractors from doing so, and must promptly report to the Client any request for one. The Client may terminate this agreement immediately by written notice if the Consultant breaches this clause.
The Consultant must maintain professional indemnity insurance with reputable insurers of at least USD 1,000,000 for each claim during the Term and for 6 years after it ends, so long as that cover remains available on reasonable commercial terms, together with any other insurance the law requires. It must provide evidence of that insurance on reasonable request.
Each party warrants that it has full power and authority to enter into and perform this agreement. The Consultant warrants that, so far as it is aware, the Work Product, other than material the Client supplied, will not infringe any third party's intellectual property rights. The Consultant does not warrant that any particular result will be achieved unless this agreement expressly says so. All other warranties and terms implied by law are excluded to the extent the law permits, except the term implied by Article 17 of the Implied Terms in Contracts and Unfair Terms Law (DIFC Law No. 6 of 2005) that the Services will be carried out with reasonable care and skill.
The Consultant must indemnify the Client against losses, costs and reasonable legal fees arising from a third-party claim that the Client's use of the Work Product in accordance with this agreement infringes that third party's intellectual property rights, except to the extent the claim arises from material the Client supplied, a modification the Consultant did not make, or combination with items the Consultant did not supply. The Client must notify the Consultant of the claim promptly, let it conduct the defence and settlement, give reasonable help at the Consultant's cost, and make no admission without the Consultant's consent.
Nothing in this agreement limits or excludes liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be limited or excluded.
Except for the liabilities described above in this Liability clause, neither party is liable to the other, whether in contract, tort (including negligence), breach of statutory duty or otherwise, for loss of profit, revenue, business, goodwill or anticipated savings, or for any indirect or consequential loss. Each party's total liability arising out of or in connection with this agreement is limited to the Liability Cap. The Client's obligation to pay the Fees and expenses properly due is not limited by this clause.
This agreement starts on the Start Date and continues for the Term, unless it is terminated earlier under this agreement. The parties may extend the Term by written agreement.
Either party may terminate this agreement at any time by giving the other at least 30 days' written notice.
Either party may terminate this agreement with immediate effect by written notice if the other party commits a material breach that cannot be remedied, fails to remedy a material breach within 14 days after receiving written notice requiring it to do so, or, to the extent the law permits, becomes insolvent, enters liquidation or administration, makes an arrangement with its creditors, ceases to carry on business or, if an individual, is made bankrupt. If the Consultant is an individual, this agreement ends automatically on the Consultant's death, and the Client may terminate it with immediate effect by written notice if the Consultant is unable through illness, injury or incapacity to provide the Services for more than 30 consecutive days.
When this agreement ends: the Consultant must stop providing the Services and deliver to the Client the Work Product produced up to that date; each party must return or securely destroy the other's Confidential Information on request, except copies the law requires it to keep; and the Client must pay the Fees for Services performed, and expenses properly incurred, up to that date. Termination does not affect rights accrued before it. The Interpretation, Advice, Intellectual Property, Confidentiality, Warranties, Liability, Notices, General and Governing Law and Jurisdiction clauses continue after termination, as do the Client's obligation to pay the Fees and expenses accrued up to that date, the Status clause as it allocates responsibility for personnel and tax and, where this agreement includes them, the Intellectual Property Indemnity and Data Protection clauses, the Insurance clause for the period it states after this agreement ends and the Non-Solicitation clause for the period it states, together with any other provision intended to continue.
During the Term and for 6 months afterwards, neither party may, without the other's prior written consent, solicit for employment or engagement any employee or individual consultant of the other who was materially involved in the Services. This does not restrict general recruitment advertising not targeted at those people, or hiring a person who responds to it.
Neither party is liable for delay or failure in performing its obligations, other than payment obligations, caused by events beyond its reasonable control. The affected party must notify the other promptly and use reasonable efforts to minimise the effect. If the event prevents performance for more than 60 days, either party may terminate this agreement by written notice.
A notice under this agreement must be in writing and delivered by hand, by courier or by email to the Client at [TO BE CONFIRMED — Client notice address and email] or to the Consultant at [TO BE CONFIRMED — Consultant notice address and email], or to any other address a party notifies for this purpose. A notice is received: if delivered by hand or courier, on delivery; and if emailed, at the time it is sent or, if that is outside business hours at the recipient's location, at 9.00 am on the next business day. This clause does not apply to the service of legal proceedings.
Neither party may assign, transfer or subcontract any of its rights or obligations under this agreement without the other's prior written consent, which must not be unreasonably withheld. The Consultant remains responsible for the acts and omissions of any subcontractor as if they were its own.
This agreement is the entire agreement between the parties about its subject matter and supersedes all earlier agreements, arrangements and understandings about it. Each party acknowledges that it has not relied on any statement or representation not set out in this agreement, but nothing in this clause limits liability for fraud. A variation is effective only if it is in writing and signed by or on behalf of each party. A failure or delay in exercising a right is not a waiver of it. If any provision is invalid or unenforceable, the rest of this agreement remains in force. A person who is not a party to this agreement has no right to enforce any of its terms. This agreement may be signed in counterparts and electronically.
This agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of the Dubai International Financial Centre. The courts of the Dubai International Financial Centre (the DIFC Courts) have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement, including any question about its existence, validity, interpretation, performance or termination.
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