1. Consulting Services. The Consultant is retained by the Client to provide the consulting services as indicated in this agreement (the “Proposal”) as agreed upon between the Parties.
2. Fee for Services. The Consultant shall deliver to the Client invoice/s for payment as agreed to by the Parties. The Client shall make payment in accordance with the payment terms as outlined on the invoice/s.
3. Taxes. The Client shall pay applicable taxes on the Fees to the Consultant and the Consultant shall be responsible for remitting the goods and services taxes to the appropriate taxation authority.
4. Expenses. The Consultant shall assume responsibility for all reasonable operating expenses necessary to effectively provide its Services under this Agreement. The Consultant shall provide vendor quotes and project-specific expenses to the Client for approval prior to acceptance. The Client shall assume responsibility for such approved expenses.
5. Services. The Consultant shall perform the Services to the best of its ability and to a standard of a reasonable professionalism within the industry of the Services to be provided. Any personnel provided by the Consultant shall perform their work to the same professional standard.
6. Time of Services. The Consultant shall devote the required time to the completion of the Services for the Client, according to the schedule agreed upon between the Parties.
7. Conflicts. The Consultant shall not be restricted in offering its services to other individuals or businesses while the Services are being offered, unless doing so would be in direct conflict with the interests of the Client.
8. Licenses and Permits. The Consultant shall obtain, at the Client’s expense, all necessary licenses and permits required to comply with all laws, codes, or regulations relating to the Services being provided and shall maintain and produce records of these licenses and permits for the Client at its request.
9. Rules and Regulations. The Consultant and its employees, personnel and contractors shall comply with any necessary laws, codes, or regulations; as well as the rules and regulations of the Client, so long as the Client has made the Consultant reasonably aware of its rules and regulations.
10. Client Content. All Intellectual Property, copyrights and other rights, titles and interests, both legal and equitable, in and to the Intellectual Property, belong solely to the Client. The Client hereby grants to the Consultant a non-exclusive, non-transferable license to use, reproduce, and modify the Client Content solely in connection with the Consultant’s performance of the Consultant’s Services.
11. Assignment of Copyright and Works. Upon completion of the Services and conditioned upon full payment of all fees, costs and out-of-pocket expenses due, the Consultant shall assign to the Client, at its request, all ownership rights, copyrights, documentation, artworks or designs, created by the Consultant as part of the Consultant’s performance of the Consultant’s Services.
12. Recognition. The Consultant retains the right to reproduce, publish and display the Final Deliverables in the Consultant’s portfolios and websites, and other media or exhibits, for the sole purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Final Deliverables in connection with such uses.
13. Confidential Information. The Parties acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other Party, including, but not limited to, Preliminary Works (“Confidential Information”). Each Party, its agents and employees shall hold and maintain in strictest confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations pursuant to this Agreement, except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
14. Termination. The Client or the Consultant may terminate this Agreement (the “Terminating Party”) at any time (i) in the event that either of the Parties breaches any part of this Agreement (the “Breaching Party”), so long as prior written notice is given by the Terminating Party and the breach is not remedied by the Breaching Party within 30 Business Days, or (ii) for convenience upon 10 Business Days prior written notice to the other party.
15. Notices. Any notice to be made or given under this Agreement shall be given in writing and may be made by personal delivery or by electronic mail.
16. Governing Law. This Agreement shall be governed by and constructed in accordance with the laws of Queensland and the federal laws applicable therein.
Withasee 