Consultancy Agreement

CONSULTANCY AGREEMENT
This Agreement is made this day of between: -
(Company No. 3690-P) a company incorporated under the laws of and having its registered office at (hereinafter called ) of the one part; and
[Name of Consultant], a company incorporated under the laws of [ ] and having its registered office at [ ] (hereinafter called “the Consultant”) of the other part.
Recitals
(1)[Name of Employer/Main Contractor] (hereinafter called “the Employer”) will be inviting
tenders for the design, manufacture, supply, delivery, installation and commissioning** of a [Name of system/products] and other systems for the [Name of project] (hereinafter called “the Project”) in Malaysia.
(2)is interested in tendering for the Project and wishes to draw on the
technical/marketing/project management** expertise of the Consultant to increase its chances of securing an award of the contract for the Project.
(3)The consultant is prepared to assume an advisory role in the tender efforts of to help
secure the contract for the Project from the Employer/
Main Contractor** and in the Project subsequently if the same is awarded to
NOW IT IS HEREBY AGREED BETWEEN THE PARTIES AS FOLLOWS: -
Article 1
APPOINTMENT
1.1 hereby appoints the Consultant as consultant to help pursue,
capture and implement the Project.
Article 2
CONSULTANCY FEE
2.1 Should successfully capture the contract award for the Project, shall pay the
Consultant a sum amounting to [ ]% of the price of the contract award, or such other sum as the parties may mutually agree upon in writing (hereinafter called “the Consultancy Fee”).
2.2 It is agreed that the Consultancy Fee shall only be payable and paid by to the
Consultant upon unconditional and irrevocable receipt by of payment from the Employer. Where the contract for the Project provides for progressive payment of the contract price to , the Consultant shall also be paid the Consultancy Fee progressively, where a pro-rated sum amounting to [ ]% of the progress payment received from the Employer will be correspondingly paid to the Consultant. Where the contract price shall not be paid in full to for whatever reason, the Consultancy Fee shall be adapted accordingly.
2.3 The parties agree that no Consultancy Fee will be payable by where is
not awarded the contract for the Project.
2.4The Consultant shall bear its own costs, expenses and disbursement arising from the
performance of its responsibilities hereunder, including (but not limited to) all telecommunication, transportation, accommodation and entertainment expenses.
2.5 For the avoidance of doubt, the Consultancy Fee is all inclusive and the Consultant is not entitled to claim, demand or invoice for any additional sum howsoever arising unless expressly agreed upon by in writing that such sum shall be paid by .
Article 3
OBLIGATIONS OF THE CONSULTANT
The Consultant shall act as an independent contractor to and shall: -
3.1 Provide advisory and consultancy services, and extend its best efforts to assist in all aspect
of efforts to obtain the contract award for the Project, including promoting
a nd helping promote itself to the Employer and examiners for the said contract award;
3.2 Provide qualified personnel and other general information as may be required to support
meetings, correspondence and negotiations with the Employer both prior to and after the contract award, until the successful completion of the Project works (if the contract for the Project is awarded to );
3.3 Provide general information and assistance as may be reasonably required by to
facilitate the securing of the said contract award for the Project;
3.4 After the contract award to , to act as contract and mediator with the
Employer until the successful completion of the Project works;
3.5 Manage, supervise and shall be fully responsible for all acts, neglects, omissions,
representations, breach of statutory duties and defaults of its own employees and shall indemnify against all claims, demands, loss, damage, fines and other expenses arising therefrom; and
3.6 Act in the best interest of at all times.
Article 4
EXCLUSIVITY OF SERVICES TO PHILIPS
5.1 It is agreed that the Consultant shall not have the right, power or authority to create
any obligation, express or implied on behalf of towards the Employer or any third party, and the consultant hereby undertakes not to do so in the absence of clear prior written instructions from to the contrary.
5.2 It is further agreed and understood that the Consultant shall not incur any expenditure on
behalf of or in the name of without express prior written consent.
Furthermore, the Consultant shall not make any payment or gift or promise or offering to any officer of a Government or any instrument thereof for purposes of influencing any act or decision by such officer or by any Governmental department or instrument thereof.
Article 6
CONFIDENTIALITY
6.1 Save where express written consent is given for the disclosure, the consultant shall be under
a strict duty to maintain the confidentiality of all information forwarded by
f or the purposes of the tender and performance of the Project works. Confidential
information shall include (but is not limited to) information relating to the technology, business or affairs of and its respective agents or subcontractors.
6.2The obligation of confidentiality herein provided shall survive the termination of this
Agreement.
Article 7
TERMINATION
7.1This Agreement will be terminated without any liability upon the earliest of the following: -
(a)upon the mutual consent of the parties hereto;
(b)upon being informed directly or indirectly by the Employer that the contract for
the Project will not be awarded to ;
(c)upon the expiry of the validity period for the tender bid as provided in the tender and
no award of the contract for the Project has been made to or any third party; or
(d)the lapse of 1 year from the date of this Agreement (unless extended by both parties on
mutually agreeable terms).
7.2Shall be entitled to terminate this Agreement without any compensation to the
Consultant forthwith by written notice to the consultant in the event the consultant shall have defaulted on its obligations hereunder.
7.3Shall be entitled to terminate this Agreement without any compensation to the
Consultant if the Employer objects to the present appointment of the Consultant.
Article 8
RELATIONSHIP
8.2This Agreement constitutes a contractual arrangement which shall exist only with respect to
the Project. Accordingly, this Agreement shall not constitute, create or give effect to a joint venture, agency, partnership or formal business entity of any kind between the parties.
Article 9
GOVERNING LAW
9.1 The governing law of this Agreement shall be the substantive law of and the parties hereto agree to submit to the jurisdiction of the courts of in the event of dispute.
AS WITNESS the hands of the parties the day and year first above written.
For For [name of consultant]
……………………………………………
Name: Name:
Title: Title:。