DRAFT MODEL CONSULTANCY AGREEMENT
THIS AGREEMENT is made between (name and address of “the Consultant”) and the Imperial College of Science, Technology and Medicine of London SW7 2AZ (“The College”).
WHEREBY IT IS AGREED as follows:
The Consultant undertakes to supply the Services as follows:
(insert brief details of the project to be undertaken – continue on another sheet or cross-refer to supporting papers if necessary)
Enquiries about this Agreement should be addressed to (insert the name of the College officer responsible for technical oversight – normally the principal investigator or head of group)
Performance of the Services and Quality Control
The Consultant will be solely responsible for determining all matters of detail as to the manner in which the Services are performed, and for ensuring that all work done hereunder is of an objectively acceptable quality.
The Services shall be supplied not later than (insert final deadline – or intermediate staging posts if appropriate)
Fees and Payment
The fee for the work shall be £_______, which shall be inclusive of Value Added Tax (if applicable).
In addition to the fee, the Consultant will be entitled to re-imbursement of reasonable travelling and out-of-pocket expenses directly attributable to the performance of the work [such expenses not to exceed £ ].
At the conclusion of the work (or at such intermediate stages as may be specified in the contract details) the Consultant will render an invoice for the fee (and associated expenses if applicable). This should be sent to the College Contact indicated above.
The invoice must state the Consultant’s national insurance number and be issued from his home or from the business address from which he normally submits tax returns. Amounts payable under this Agreement are regarded by the College as the freelance earnings of a self-employed person, taxable under schedule D in the Consultant’s hands. Accordingly, the College will not deduct income tax from the payments, provided the terms of this Agreement are fully complied with. The College, in common with most major organisations, is required to report such gross fee payments annually to the Inland Revenue. It is the responsibility of the Consultant to ensure that payments made hereunder are declared to the tax authorities on his personal tax return.
If the work has been performed satisfactorily in accordance with the terms hereof the College undertakes to pay the Consultant’s invoice within 30 days of its receipt.
Provision of Offices, Equipment and Materials
The Consultant will undertake the Services substantially at his own premises and using his own equipment and materials, the costs of which shall be deemed to have been included within the fee indicated herein. Any space, equipment or materials provided by the College will be minor in scale and nature relative to this Agreement, and the College will be entitled to be re-imbursed its reasonable costs of providing them.
Delegation and assignment
The Consultant shall be free to undertake the work entirely himself, or to delegate any or all of it to others, provided that he shall at all times be responsible for ensuring that the work is performed to the standard required. Where any part of the work is delegated, the Consultant shall be solely responsible for meeting any fees, remuneration or expenses due to the delegatee out of his fee for the work (as specified below), and the College shall not be responsible for making any such payments itself. The Consultant shall not be permitted to delegate any part of the work to anyone who is an employee of the College. The Consultant shall not be permitted to assign the entire benefit of and obligations under this Agreement without the College’s prior written consent.
Relationship of the parties
Nothing in this Agreement shall be deemed to constitute a relationship of master and servant. The Consultant shall not be entitled to any rights or protections afforded by employment law. Nor shall this Agreement be deemed to establish a business partnership between the parties.
Intellectual property rights
All rights in work undertaken in the course of this Agreement shall become the sole property of the College, which shall be free to use them as it sees fit or is required. Further, nothing in this Agreement shall affect the ownership of pre-existing intellectual property rights or of those originating outside this Agreement which one party agrees to make available to the other in the course hereof.
The Consultant shall be responsible for arranging (and meeting the cost of) such insurance as he thinks fit in connection with this Agreement. The College’s insurance policies do not apply to any work carried out under this Agreement, except to the limited extent that they would in any event protect members of the general public when visiting College premises.
In the event of the College making available to the Consultant confidential information relating to its business, scientific or other activities in the course of this Agreement, the Consultant shall maintain the confidentiality of such information, and shall not disclose it to third parties or members of the College’s staff outside the research team(s) working on the Contracts. If any permission is given for the disclosure of any confidential information disclosed hereunder to a third party or parties, the Consultant shall ensure that the third party or parties are bound by obligations to maintain the confidentiality of such information which are the same as, or equivalent to, those set out herein.
The obligations in the above Clause shall not apply to data or information which the Consultant can clearly demonstrate:‑
- was known to him prior to disclosure by The College; or
- was or becomes part of the public domain through no fault of the Consultant; or
- becomes available to him by an unconnected third party with the lawful right to make such disclosure; or
- has been independently developed or conceived by him; or
- he is required to disclose by law.
Disputes and arbitration
If the College believes that the Services are deficient, the College Contact shall formally notify the Consultant in writing, inviting him at the earliest possible opportunity to discuss the matter and giving him clear indications as to how the Services have not been satisfactory. After such discussions, the Consultant shall remedy any agreed faults within an agreed, reasonable timescale, not generally to exceed three working weeks. Once the College has formally notified the Consultant of any such deficiencies, it shall be entitled to withhold payment of any invoices which the Consultant has submitted (or may submit) for the Services, or part‑pay any such invoices as it sees fit.
If the Consultant is unable or unwilling to remedy the above faults, the College may terminate this Agreement forthwith; if the Consultant feels that his services are not at fault or that the College is unfair in its judgment of the quality of his services, and the parties are unable to agree the matter amicably between them, the matter may be resolved by reference to an independent umpire who is acceptable to both parties, and whose decision both parties agree shall be final; such an umpire may also determine what amounts the Consultant may be paid for his services to date, if appropriate.
If, after discussion concerning any difference, dispute or question arising from this Agreement, the parties are unable to reach agreement, the matter shall be settled by reference to an independent umpire to be nominated by the President of the Law Society of England and Wales. The provisions of the Arbitration Acts of 1950, 1979 and 1996, and any statutory modification or re‑enactment thereof shall apply to such arbitration.
Entire agreement and amendments
This Agreement constitutes the entire agreement between the parties, and any representation made by either party prior to the signing hereof shall be disregarded . Any amendments to this Agreement shall be agreed in writing by the Consultant and the College.
Applicable Law and Jurisdiction
This Agreement is made and shall be interpreted in accordance with English Law and subject to the jurisdiction of the English courts sitting in England.
Consultant On behalf of the College