Consultancy Agreement

concluded between

…
hereinafter “The Consultant”
on one side

and

…
hereinafter “The Principal”
on the other side

as follows:

I. Introduction

The Principal plans to … In this context, the Principal requires consulting in the field of … the Consultant has specific experience in … Therefore, the Consultant and the Principal conclude the contract at hand concerning consulting in the field of …

II. Content and Extent of Consulting

The Consultant shall consult the Principal in the field of … The area of … shall not be covered. For that purpose, the parties shall meet each other once per week at the seat of the Principal. Within one week, the Consultant shall summarize the contents of these meetings and send them to the Principal.

Upon consulting, the Consultant is not bound to any working time, instructions or working place. The Consultant is free to consult other principals in the field of …

The Consultant shall consult in accordance with generally accepted professional standards. The Consultant shall use his specific experience and knowledge in the field of … and permanently update his knowledge in this field.

The Consultant is entitled to engage experts, employees and freelancing cooperation-partners for consulting.

The Principal endeavours that the Consultant disposes of all documents necessary for complying with the Consultancy Agreement and that Consultant gets knowledge of all circumstances which are relevant for the consulting.

Any change, extension, or modification of the scope of consulting services must be agreed upon in writing by both parties prior to implementation. The Consultant shall be entitled to adjust the agreed fees and timelines accordingly. Without such written agreement, the Consultant is not obliged to perform additional services.

III. Fees

For his consulting services, the Principal shall pay to the Consultant a monthly lump sum in the amount of EUR … plus VAT, including all expenses.

The fees are due on the last day of the month in which the billed services were rendered.

If the Consultant fails to render consulting services due to circumstances in the Principal's sphere, the Consultant keeps his claim for payment.

IV. Confidentiality and Data Secrecy

The Consultant undertakes to keep secret all facts (incl personal data) disclosed to the Consultant during the course of this Consultancy Agreement which concern the Principal and are not generally known. The Principal shall oblige his personnel to confidentiality accordingly.

This obligation of confidentiality and data secrecy shall survive the termination of this Consultancy Agreement.

V. Protection of Intellectual Property

The Principal is granted an unrestricted and unlimited right to use those works in the sense of the Copyright Act which the Consultant creates in the course of the Consultancy Agreement. The Consultant may use these works only for purposes of this contract. For any other use, he requires the Principal's approval.

VI. Data Protection

For the avoidance of doubt, it is hereby stated that both the Principal and the Consultant shall act as independent data controllers regarding any personal data processed under this Agreement. However, the Consultant shall not be entitled to process personal data of the Principal for its own purposes which are not subject to statutory law. The Consultant and the Principal undertake to mutually comply with any obligations to provide information under data protection law pursuant to Art 13 and Art 14 GDPR.

VII. Warranty and Damages

The Consultant is obliged to remove any incorrectness or incompleteness of his consulting services upon the Principal's request. Only if this is not possible or not done within adequate time, the Principal may demand price reduction. After elapse of … months from rendering the consultancy services (i.e. after the meetings or after delivery of the reports, respectively), the Principal may neither demand removal of such defects nor price reduction.

For evaluating the consultancy services as to their correctness and completeness, changes in the general professional standards and developments in the field of … after rendering the consultancy services (i.e. after the meetings or after delivery of the reports, respectively) have to be kept out of consideration.

The Consultant's liability for damages to the Principal is limited to wilful misconduct or particular gross negligence. The Consultant’s total liability arising out of or in connection with this Agreement, regardless of the legal basis of such claim, shall be limited to the total amount of fees paid by the Principal to the Consultant under this Agreement during the twelve (12) months preceding the event giving rise to such claim. This limitation shall not apply in cases of intent or personal injury.

VIII. Term of Contract

The contract enters into force upon signing by both parties and is concluded for an indefinite period of time. It may be terminated by registered mail either party with … months' notice with effect to the end of each calendar year without indication of reasons by.

Either party may terminate the contract with immediate effect by registered mail if

• the other party infringed an essential contractual obligation and does not cease to do so despite written request within 30 days;
• …

In the case of termination of the contract, the Consultant has to return to the Principal all documents which are subject to the obligation of confidentiality in chapter 4. If the termination of the contract was not the Consultant's fault, he is entitled to pro-rata fees for the last month of the contractual relationship. In any other case, the Consultant loses his claim for payment for this month.

VIX. Final Clauses

This contract shall be governed by Austrian Law.

The competent court in Innere Stadt Wien shall have exclusive jurisdiction.

Should any provision of this contract be or become invalid, the validity or enforceability of all other provisions shall not be affected. In this case, the invalid provision is replaced by a provision consistent with the original intention of the contracting parties.

Amendments and additions to this Agreement shall only be legally effective if they are made in writing signed by the contracting parties or signed by means of an advanced or qualified electronic signature. This formal requirement shall also apply to any waiver of this formal requirement.

This contract is executed in two counterparts, each party receiving one. This Agreement is executed in the English language. In the event of any translation into another language, the English version shall prevail. All correspondence, notices, and documentation under this Agreement shall be in English.

All costs and duties connected with the execution of this agreement are borne by …

Anmerkungen: