Consultancy and commission agreement

This template combines the provisions of our standard consultancy agreement with special commission-based payment clauses and a non-solicitation clause protecting the client.

Under the consultancy provisions, the consultant must provide the agreed services to the client. The general standard of services may be specified by the parties. For example, the services may be required to be provided "in accordance with the standards of skill and care reasonably expected from a leading service provider". In addition, the template includes clauses covering the allocation of personnel, keeping the client informed, following the instructions of the client and complying with client policies. If the consultant is delivering reports or other works to the client, then rights in these may be licensed or assigned by the consultant to the client.

While our standard consultancy agreement assumes that the client will pay charges to the consultant, this agreement allows for payments to be made wholly or partly by way of commission. The agreement provides a flexible framework for defining the manner in which any commission will be calculated. To make use of this framework, you will need to define the "trigger events" which give rise to payment obligations, the "base amounts" that are used to calculate the payment amounts, and the commission percentage that will be applied to those base amounts.

1. Definitions
2. Term
3. Services
4. Deliverables
5. Client Materials
6. Intellectual Property Rights
7. Commission
8. Charges
9. Payments
10. Interest
11. Audit
12. Consultant's non-solicitation obligations
13. Consultant's confidentiality obligations
14. Warranties
15. Indemnity
16. Limitations and exclusions of liability
17. Force Majeure Event
18. Termination
19. Effects of termination
20. Status of Consultant
21. Notices
22. Subcontracting
23. Assignment
24. No waivers
25. Severability
26. Third party rights
27. Variation
28. Entire agreement
29. Law and jurisdiction
30. Interpretation

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A copy of this consultancy and commission agreement is included in each of these packs:

• Commission and referrals pack
• Consultancy pack