In this Agreement, the following capitalized terms shall bear the meanings ascribed to them hereunder, unless the context otherwise requires.

"Agreement" shall mean this Consulting Agreement, together with any amendments, variations, modifications or supplements hereto executed in writing by duly authorized representatives of both Parties from time to time in accordance with the provisions hereof.

"Services" shall mean the advisory and consulting services to be rendered by the Consultant to the Client as described in clause 2 hereof, including any ancillary, incidental or related services reasonably necessary for the proper performance of the Consultant's obligations under this Agreement.

"Confidential Information" shall mean any and all information, in whatever form or medium, whether oral, written, electronic, visual or otherwise, disclosed by one Party to the other Party or otherwise coming to the knowledge of the receiving Party in connection with this Agreement, which is marked as confidential or which, by its nature or the circumstances of disclosure, ought reasonably to be regarded as confidential.

"Deliverables" shall mean any and all reports, documents, analyses, recommendations, work product, materials and other items prepared, created, developed or produced by the Consultant in the course of or arising from the performance of the Services under this Agreement.

"Fees" shall mean the monthly retainer and any other sums payable by the Client to the Consultant in consideration for the Services, as set out in clause 7 hereof.

"Intellectual Property Rights" shall mean all intellectual property rights of whatsoever nature, whether registered or unregistered, including without limitation patents, utility models, trademarks, service marks, trade names, domain names, copyrights, database rights, design rights, rights in know-how, trade secrets, moral rights and all applications for, and renewals or extensions of, such rights, subsisting anywhere in the world.

"Business Day" shall mean any day other than a Saturday, Sunday or public holiday in [Country] on which commercial banks are generally open for the transaction of normal banking business.

The headings and sub-headings used in this Agreement are inserted for convenience of reference only and shall not affect the construction or interpretation of any provision hereof; words importing the singular include the plural and vice versa, and words importing any gender include every gender.

The Client hereby engages the Consultant, and the Consultant hereby accepts such engagement, to render to the Client the Services described herein, upon the terms and subject to the conditions set forth in this Agreement.

The scope of the Services to be rendered by the Consultant shall comprise the following: [detailed description of advisory and consulting services, areas of expertise, specific tasks and assignments]. Any additional services beyond the scope herein described shall be subject to separate written agreement between the Parties and additional remuneration.

The Consultant shall perform the Services with reasonable skill, care and diligence in accordance with generally accepted professional standards applicable to consultants rendering services of a similar nature.

The Consultant shall have sole and exclusive discretion as to the manner, means, methods and techniques by which the Services shall be performed, provided that the Consultant shall at all times observe the reasonable instructions of the Client as to the general objectives to be achieved.

The Consultant shall allocate such time and resources as the Consultant, in its reasonable professional judgment, deems necessary and appropriate for the proper performance of the Services, it being expressly acknowledged that the Consultant is not required to render the Services on an exclusive or full-time basis.

The Consultant shall be entitled to render services of a similar or dissimilar nature to any third party during the term of this Agreement, provided that such engagements do not materially impair the Consultant's ability to perform its obligations hereunder.

Any variation, extension or amendment to the scope of the Services shall be effective only if made in writing and signed by duly authorized representatives of both Parties.

The Consultant may, at its discretion, nominate specific personnel to perform the Services and may substitute or replace such personnel as it deems appropriate, provided that any replacement personnel shall possess substantially equivalent qualifications and experience.

The Consultant shall issue invoices to the Client in respect of the Fees on a monthly basis, in advance, on or before the first Business Day of each calendar month during the term of this Agreement.

Each invoice shall set forth the Fees due for the relevant month, any reimbursable expenses incurred in accordance with clause 7, and any applicable taxes, duties or levies for which the Client is liable.

All invoices shall be payable by the Client within [Number] days of the date of receipt thereof, by electronic transfer in immediately available funds to the bank account designated by the Consultant in writing from time to time.

All sums payable under this Agreement shall be paid in [Currency] in full and without any set-off, counterclaim, deduction or withholding of any nature whatsoever, save as may be required by applicable law.

If the Client is required by law to make any deduction or withholding from any payment due to the Consultant, the Client shall gross up such payment so that the Consultant receives the full amount it would have received had no such deduction or withholding been required.

All Fees and other sums payable under this Agreement are exclusive of any applicable value added tax, goods and services tax, sales tax or any similar indirect taxes, which, where chargeable, shall be payable by the Client in addition to the Fees upon presentation of a valid tax invoice.

In the event that any sum payable to the Consultant hereunder is not paid by the due date, the Consultant shall be entitled, without prejudice to any other right or remedy, to charge interest on such overdue sum at the rate of [Number] percent ([Number]%) per month, or part thereof, from the due date until the date of actual payment in full.

The Client shall not be entitled to withhold payment of any invoiced sum by reason of any dispute, provided that undisputed sums shall in all events be paid when due; any bona fide dispute as to any portion of an invoice shall be notified to the Consultant in writing within [Number] days of receipt of the relevant invoice, failing which the invoice shall be deemed accepted in full.

This Agreement shall come into force on the Effective Date and shall continue in full force and effect for an initial period of [Number] months (the "Initial Term"), unless terminated earlier in accordance with the provisions of clause 15.

Upon expiry of the Initial Term, this Agreement shall automatically renew for successive periods of [Number] months each (each a "Renewal Term," and together with the Initial Term, the "Term"), unless either Party gives written notice of non-renewal to the other Party not less than [Number] days prior to the expiry of the then-current Term.

The Consultant shall commence the rendering of the Services on the Effective Date, or on such other date as the Parties may mutually agree in writing.

The Parties acknowledge and agree that any Services rendered by the Consultant prior to the Effective Date, if any, shall be deemed to have been rendered pursuant to the terms of this Agreement and shall be remunerated accordingly.

Time shall not be of the essence in respect of any obligation of the Consultant under this Agreement, save where expressly stated to the contrary.

Any extension of the Term shall be effective only if agreed in writing and signed by duly authorized representatives of both Parties.

The provisions of clauses relating to confidentiality, intellectual property, limitation of liability, indemnification, governing law and any other provisions which by their nature are intended to survive termination shall survive the expiry or termination of this Agreement.

The Services shall primarily be rendered from the Consultant's premises located at [Consultant's Address], or from such other location or locations as the Consultant may, in its sole discretion, determine from time to time.

The Consultant shall not be obliged to render the Services at the Client's premises or at any other location designated by the Client, save where otherwise expressly agreed in writing.

Where, at the request of the Client and with the prior written consent of the Consultant, the Consultant attends the Client's premises or any other location designated by the Client, the Client shall reimburse the Consultant for all reasonable travel, accommodation and subsistence expenses so incurred, in accordance with clause 7.

The Consultant may render the Services remotely, using such communication and information technology tools as it deems appropriate, and the Parties acknowledge that electronic communications shall be deemed valid and binding for all purposes under this Agreement.

The Consultant shall be entitled to utilize its own equipment, infrastructure, software and tools in rendering the Services and shall not be required to use any equipment or facilities provided by the Client, save where expressly agreed otherwise.

Where the Consultant renders Services at any premises of the Client, the Client shall ensure that such premises comply with all applicable health, safety and welfare requirements and shall indemnify the Consultant against any loss, damage or injury suffered by the Consultant or its personnel at such premises, save to the extent caused by the gross negligence or willful misconduct of the Consultant.

The Client shall provide the Consultant with all such information, documents, data, access and cooperation as the Consultant may reasonably require for the proper performance of the Services, in a timely manner and in a form reasonably satisfactory to the Consultant.

The Client shall designate a competent representative to serve as the principal point of contact with the Consultant and shall ensure that such representative has the requisite authority to make decisions and give instructions binding upon the Client.

The Client warrants that all information, data and materials provided by it to the Consultant shall be accurate, complete and not misleading, and that it is entitled to disclose and permit the Consultant to use the same for the purposes of this Agreement.

The Client shall respond promptly to any requests for information, approvals, decisions or instructions submitted by the Consultant, and shall not unreasonably delay or withhold any such response.

The Client acknowledges that any failure or delay on its part to perform its obligations under this clause may adversely affect the Consultant's ability to render the Services and shall relieve the Consultant of any liability arising from or in connection with such failure or delay, and shall entitle the Consultant to any additional time and remuneration reasonably required as a result thereof.

The Client shall promptly notify the Consultant in writing of any matter, event or circumstance of which it becomes aware that may materially affect the performance of the Services or the Consultant's obligations under this Agreement.

The Client shall comply with all applicable laws, regulations and codes of practice relevant to its receipt and use of the Services and shall obtain and maintain all permits, licenses and consents required in connection therewith.

The Client shall not, during the Term of this Agreement and for a period of [Number] months thereafter, directly or indirectly solicit, entice away or employ any employee, agent or subcontractor of the Consultant who has been involved in the rendering of the Services, without the prior written consent of the Consultant.

In consideration for the rendering of the Services, the Client shall pay to the Consultant a monthly retainer fee in the amount of [Currency] [Amount] (the "Retainer"), which shall be payable monthly in advance in accordance with clause 3.

The Retainer shall cover up to [Number] hours of Services per calendar month. Any Services rendered in excess of such hours shall be remunerated at the Consultant's then-prevailing hourly rate, which as of the Effective Date is [Currency] [Amount] per hour, and such additional amounts shall be invoiced monthly in arrears.

Unused hours within any calendar month shall not be carried forward to subsequent months and shall not entitle the Client to any refund, rebate or set-off against future Fees.

The Consultant shall be entitled to review and adjust the Retainer and any hourly rates annually, upon not less than [Number] days' prior written notice to the Client, provided that any such adjustment shall not exceed [Number] percent ([Number]%) per annum unless otherwise agreed between the Parties.

In addition to the Fees, the Client shall reimburse the Consultant for all reasonable out-of-pocket expenses properly incurred in connection with the performance of the Services, including without limitation travel, accommodation, subsistence, communications and third-party disbursements, upon presentation of appropriate supporting documentation.

Expenses in excess of [Currency] [Amount] in any single instance shall be subject to the prior written approval of the Client, which approval shall not be unreasonably withheld, conditioned or delayed.

The Retainer shall be deemed earned by the Consultant upon the commencement of each monthly period, irrespective of the actual volume of Services rendered during such period, and no refund of the Retainer shall be payable in the event of early termination of this Agreement, save as expressly provided herein.

Each Party shall bear its own taxes on its respective income, profits and gains arising from or in connection with this Agreement.

As between the Parties, the Consultant shall own and retain all right, title and interest in and to all Intellectual Property Rights subsisting in or arising from the Deliverables, the Services and any materials, methodologies, know-how, templates, tools, software, documentation and other work product created, developed, conceived or reduced to practice by the Consultant in connection with this Agreement, whether created before, during or after the Term.

Nothing in this Agreement shall operate to assign or transfer to the Client any Intellectual Property Rights of the Consultant, whether in the Deliverables or otherwise, and all such rights are expressly reserved by the Consultant.

Subject to full and timely payment of all Fees and other sums due under this Agreement, the Consultant hereby grants to the Client a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Deliverables solely for the Client's internal business purposes and solely for the purposes for which they were provided (the "License").

The License shall endure for the Term of this Agreement and shall automatically terminate upon the expiry or termination of this Agreement for any reason, save where otherwise agreed in writing between the Parties.

The Client shall not, without the prior written consent of the Consultant: (i) reproduce, modify, adapt, translate or create derivative works of the Deliverables; (ii) distribute, sell, license, sublicense, assign or otherwise transfer the Deliverables to any third party; (iii) reverse engineer, decompile or disassemble any software included in the Deliverables; or (iv) remove or alter any proprietary notices, legends or markings appearing on the Deliverables.

The Client acknowledges and agrees that any pre-existing intellectual property, methodologies, know-how, templates, tools and materials of the Consultant utilized in the rendering of the Services or incorporated into the Deliverables shall remain the sole and exclusive property of the Consultant.

The Client shall not acquire any right, title or interest in or to any trademark, service mark, trade name, logo or other brand identifier of the Consultant and shall not use any of the same without the prior written consent of the Consultant.

Any feedback, suggestions, ideas or recommendations provided by the Client to the Consultant in connection with the Services or the Deliverables may be freely used, exploited and incorporated by the Consultant into its services and work product without any obligation of compensation or attribution to the Client.

The Parties acknowledge and agree that the Consultant is engaged by the Client as an independent contractor and not as an employee, agent, partner, joint venturer or representative of the Client, and nothing in this Agreement shall be construed to create any such relationship between the Parties.

The Consultant shall have sole and exclusive control over the manner, means and methods by which the Services are performed, and shall not be subject to the direction or supervision of the Client, save as to the general objectives to be achieved.

The Consultant shall not have the authority to bind the Client to any contract, obligation or liability of any nature, and shall not hold itself out as having any such authority, unless expressly authorized to do so in writing by the Client.

The Consultant shall be solely responsible for the payment of all taxes, social security contributions, pension contributions, insurance premiums and other statutory levies payable in respect of the Fees and in respect of any personnel engaged by the Consultant in the performance of the Services.

The Client shall not be responsible for providing the Consultant or any of its personnel with any employee benefits, including without limitation health insurance, retirement benefits, paid leave, sick leave or any other employment-related benefits.

The Consultant shall indemnify and hold harmless the Client from and against any and all claims, demands, liabilities, losses, damages, costs and expenses arising from any assertion by any taxation authority or other governmental body that the relationship between the Consultant and the Client is one of employment, save to the extent that such assertion arises from the acts or omissions of the Client in breach of this clause.

Each Party shall bear its own costs and expenses incurred in the performance of its obligations under this Agreement, save as expressly provided to the contrary herein.

The Consultant warrants and represents that it is duly incorporated and validly existing under the laws of its jurisdiction of incorporation and has the full corporate power and authority to enter into this Agreement and to perform its obligations hereunder.

The Consultant shall render the Services with reasonable skill, care and diligence, in a professional and workmanlike manner, and in accordance with generally accepted professional standards applicable to consultants rendering services of a similar nature.

The Consultant shall comply with all applicable laws, regulations and codes of practice relevant to the performance of the Services, provided that the Consultant shall not be required to provide any advice or Services which would constitute the practice of law, accountancy or any other regulated profession unless expressly agreed otherwise.

Save as expressly set forth in this Agreement, the Consultant makes no representations or warranties of any kind, whether express, implied, statutory or otherwise, in relation to the Services or the Deliverables, including without limitation any warranty of merchantability, fitness for a particular purpose, accuracy, completeness or non-infringement, all of which are hereby expressly disclaimed to the fullest extent permitted by applicable law.

The Consultant does not warrant or guarantee that the Services or the Deliverables will achieve any particular result, outcome, benefit or commercial objective of the Client, and the Client acknowledges that any decisions made by it on the basis of the Services or the Deliverables are made at its own risk and discretion.

The Consultant's sole liability for breach of any warranty set forth in this clause shall be, at the Consultant's option, to re-perform the defective Services or to refund the portion of the Fees attributable to such defective Services, provided that any claim for breach of warranty is notified to the Consultant in writing within [Number] days of the Client becoming aware thereof.

The Consultant shall not be liable for any failure to perform or delay in performing the Services to the extent such failure or delay is caused by or results from any act or omission of the Client, any third party acting on behalf of the Client, or any event of Force Majeure.

Each Party (the "Receiving Party") undertakes to the other Party (the "Disclosing Party") that it shall hold in strict confidence all Confidential Information of the Disclosing Party and shall not, without the prior written consent of the Disclosing Party, disclose any such Confidential Information to any third party or use the same for any purpose other than the performance of its obligations or exercise of its rights under this Agreement.

The Receiving Party shall apply to the Confidential Information of the Disclosing Party no lesser standard of care than that which it applies to its own confidential information of a similar nature, and in any event not less than a reasonable standard of care.

The obligations of confidentiality set forth in this clause shall not apply to any information which: (i) is or becomes publicly known otherwise than through a breach of this Agreement; (ii) was known to the Receiving Party prior to disclosure by the Disclosing Party without any obligation of confidentiality; (iii) is independently developed by the Receiving Party without reference to the Confidential Information of the Disclosing Party; or (iv) is required to be disclosed by law, regulation or order of a court or governmental authority of competent jurisdiction.

Where the Receiving Party is required to disclose Confidential Information pursuant to any legal or regulatory requirement, it shall, to the extent lawfully permitted, give the Disclosing Party prompt written notice thereof so as to afford the Disclosing Party an opportunity to seek a protective order or other appropriate remedy.

The Receiving Party may disclose Confidential Information to its directors, officers, employees, agents, professional advisers and subcontractors on a strict need-to-know basis, provided that such recipients are bound by obligations of confidentiality no less onerous than those contained in this clause, and the Receiving Party shall remain fully responsible for any breach of confidentiality by such recipients.

The obligations of confidentiality contained in this clause shall survive the expiry or termination of this Agreement for a period of [Number] years thereafter.

Upon the expiry or termination of this Agreement, or upon the earlier written request of the Disclosing Party, the Receiving Party shall return or, at the election of the Disclosing Party, destroy all Confidential Information of the Disclosing Party in its possession or control, save that the Receiving Party may retain copies thereof to the extent required by applicable law, regulation or its internal document retention policies, and such retained copies shall remain subject to the obligations of confidentiality herein.

Each Party shall comply with all applicable data protection and privacy laws and regulations in connection with the performance of this Agreement.

Where the Consultant processes any personal data on behalf of the Client in the course of rendering the Services, the Parties shall, to the extent required by applicable law, enter into a separate data processing agreement setting out the subject matter, duration, nature and purpose of the processing, the types of personal data concerned and the categories of data subjects.

The Client warrants that it has obtained all necessary consents, authorizations and legal bases required for the lawful disclosure to and processing by the Consultant of any personal data provided to the Consultant in connection with this Agreement.

The Consultant shall implement appropriate technical and organizational measures to protect any personal data processed in connection with this Agreement against unauthorized or unlawful processing, accidental loss, destruction or damage, taking into account the nature of the data and the risks to which it is exposed.

Each Party shall promptly notify the other Party in writing of any actual or suspected personal data breach of which it becomes aware in connection with the performance of this Agreement, and shall cooperate with the other Party in investigating and remedying any such breach.

The Client shall indemnify and hold harmless the Consultant from and against any and all claims, demands, liabilities, losses, damages, fines, penalties, costs and expenses arising from or in connection with any breach by the Client of its obligations under this clause or applicable data protection laws.

Nothing in this Agreement shall limit or exclude the liability of either Party for: (i) death or personal injury caused by its negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability which cannot be lawfully limited or excluded.

Subject to the foregoing, the aggregate liability of the Consultant to the Client under or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise, shall not exceed an amount equal to the total Fees paid by the Client to the Consultant under this Agreement during the [Number] month period immediately preceding the event giving rise to the claim.

In no event shall the Consultant be liable to the Client for any loss of profits, loss of revenue, loss of business, loss of opportunity, loss of goodwill, loss of anticipated savings, loss of or corruption of data, or any indirect, incidental, special, consequential, exemplary or punitive damages of any kind, howsoever arising, whether or not foreseeable and whether or not the Consultant has been advised of the possibility of such damages.

The Client shall indemnify, defend and hold harmless the Consultant, its directors, officers, employees, agents and subcontractors from and against any and all claims, demands, actions, proceedings, liabilities, losses, damages, costs and expenses (including reasonable legal fees) arising from or in connection with: (i) any breach by the Client of this Agreement; (ii) any negligent, wrongful or unlawful act or omission of the Client; (iii) any claim by a third party arising from the Client's use of the Deliverables or the Services; or (iv) any inaccuracy or incompleteness of any information or materials provided by the Client to the Consultant.

The limitations and exclusions of liability set forth in this clause shall apply irrespective of the form of action, whether in contract, tort or otherwise, and shall survive the expiry or termination of this Agreement.

The Client acknowledges that the limitations and exclusions of liability set forth in this clause are reasonable and are an essential element of the commercial bargain between the Parties, and that the Fees have been determined on the basis of such limitations and exclusions.

Any claim brought by the Client against the Consultant under or in connection with this Agreement must be notified to the Consultant in writing within [Number] months of the Client becoming aware of the circumstances giving rise to such claim, failing which the claim shall be deemed waived and barred.

The Consultant shall maintain in force, during the Term of this Agreement, such insurance policies as it deems appropriate for the conduct of its business and the performance of the Services, with reputable insurers.

The nature, scope and level of cover of such insurance shall be determined by the Consultant in its sole discretion, having regard to the nature of the Services and prevailing industry practice.

Upon the reasonable written request of the Client, the Consultant shall provide a certificate or other evidence confirming that the insurance required by this clause is in force.

The Consultant's liability under this Agreement shall in no event be increased or extended by reason of the existence or level of any insurance cover maintained by it.

Nothing in this clause shall be construed as limiting the Consultant's right to self-insure in whole or in part in respect of any risk.

The Client shall maintain such insurance as is necessary and prudent in relation to its business, premises and operations, and shall provide evidence thereof to the Consultant upon reasonable request.

Either Party may terminate this Agreement for convenience, at any time and without cause, by giving the other Party not less than [Number] days' prior written notice.

Either Party may terminate this Agreement forthwith by written notice to the other Party if the other Party commits a material breach of this Agreement which is not capable of remedy or which, being capable of remedy, is not remedied within [Number] days of written notice from the non-breaching Party requiring such remedy.

Either Party may terminate this Agreement forthwith by written notice to the other Party if the other Party becomes insolvent, is unable to pay its debts as they fall due, enters into any arrangement or composition with its creditors, has a receiver, administrator or liquidator appointed over all or any part of its assets, passes a resolution for its winding up, or is subject to any analogous event or proceeding in any jurisdiction.

The Consultant may terminate this Agreement forthwith by written notice to the Client if the Client fails to pay any sum due to the Consultant under this Agreement within [Number] days of the due date for payment, and such failure continues for a further [Number] days after written notice from the Consultant requiring payment.

The Consultant may terminate this Agreement forthwith by written notice to the Client if there occurs any change of control of the Client or any assignment or purported assignment of this Agreement by the Client without the prior written consent of the Consultant.

Termination of this Agreement, howsoever occasioned, shall be without prejudice to any accrued rights, remedies, obligations or liabilities of either Party as at the date of termination.

The right of termination set forth in this clause is in addition to, and not in substitution for, any other rights or remedies available to the Parties under this Agreement or at law.

Upon the expiry or termination of this Agreement for any reason, the Client shall pay to the Consultant all Fees and other sums accrued and outstanding as at the date of termination, together with the Retainer for the full calendar month in which termination occurs, within [Number] days of the date of termination.

In the event of termination by the Consultant pursuant to clause 15 for breach, insolvency or non-payment by the Client, the Consultant shall additionally be entitled to recover from the Client, as liquidated damages and not as a penalty, an amount equal to the Retainer that would have been payable for the balance of the then-current Term, by way of compensation for lost revenue.

Upon the expiry or termination of this Agreement, the License granted to the Client under clause 8 shall automatically terminate, and the Client shall forthwith cease all use of the Deliverables, save where otherwise agreed in writing between the Parties.

Each Party shall, upon the expiry or termination of this Agreement, return or destroy all Confidential Information of the other Party in accordance with clause 11.

The Consultant shall not be required to refund any portion of the Fees or Retainer paid prior to the date of termination, save as expressly provided in this Agreement.

Those provisions of this Agreement which by their nature or express terms are intended to survive the expiry or termination hereof shall so survive, including without limitation the provisions relating to intellectual property, confidentiality, limitation of liability, indemnification, consequences of termination, governing law and dispute resolution.

The expiry or termination of this Agreement shall not affect the validity or enforceability of any provision which is intended to survive termination.

Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by any event or circumstance beyond its reasonable control, including without limitation acts of God, natural disasters, war, armed conflict, terrorism, civil unrest, pandemic, epidemic, governmental action, strikes, lockouts or other industrial disputes (other than involving its own workforce), failure of utilities or telecommunications networks, cyber-attacks and interruptions of internet services (each a "Force Majeure Event").

The Party affected by a Force Majeure Event shall give prompt written notice to the other Party of the occurrence of the Force Majeure Event, the obligations affected thereby and the anticipated duration of the Force Majeure Event.

The affected Party shall use reasonable endeavors to mitigate the effects of the Force Majeure Event and to resume performance of its affected obligations as soon as reasonably practicable.

The performance of the affected Party's obligations shall be suspended for the duration of the Force Majeure Event, and the time for performance thereof shall be extended accordingly.

If a Force Majeure Event continues for a continuous period in excess of [Number] days, either Party may terminate this Agreement by written notice to the other Party, without any liability to the other Party, save in respect of accrued rights and obligations.

The occurrence of a Force Majeure Event shall not relieve the Client of its obligation to pay any Fees or other sums accrued and payable prior to the occurrence of such Force Majeure Event.

Any notice or other communication required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, by prepaid registered or recorded delivery post, by internationally recognized courier service, or by electronic mail to the address or electronic mail address of the recipient Party set out in this clause or such other address or electronic mail address as the recipient Party may have notified to the other Party in writing from time to time.

Notices to the Consultant shall be addressed to: [Consultant Contact Name], [Consultant Address], Email: [Consultant Email].

Notices to the Client shall be addressed to: [Client Contact Name], [Client Address], Email: [Client Email].

Any notice shall be deemed to have been duly given: (i) if delivered by hand, at the time of delivery; (ii) if sent by prepaid registered or recorded delivery post, on the [Number] Business Day after posting; (iii) if sent by internationally recognized courier service, on the date of delivery as evidenced by the courier's delivery receipt; and (iv) if sent by electronic mail, at the time of transmission, provided no delivery failure notification is received by the sender.

Any notice given outside normal business hours of the recipient shall be deemed to have been given at the commencement of normal business hours on the next Business Day.

The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action, which shall be served in accordance with the applicable rules of procedure.

The Client shall not, without the prior written consent of the Consultant (such consent not to be unreasonably withheld), assign, transfer, charge, encumber or otherwise deal with any of its rights or obligations under this Agreement, in whole or in part.

The Consultant may freely assign, transfer, charge, novate or otherwise deal with any of its rights or obligations under this Agreement, in whole or in part, to any affiliate or to any successor in interest to all or substantially all of its business or assets, upon written notice to the Client.

The Consultant may subcontract the performance of any of its obligations under this Agreement to any third party, provided that the Consultant shall remain liable to the Client for the acts and omissions of its subcontractors as if they were its own.

Any purported assignment, transfer or subcontracting in breach of this clause shall be void and of no effect.

This Agreement shall be binding upon and enure to the benefit of the Parties and their respective successors and permitted assigns.

Nothing in this Agreement shall confer any rights, benefits or remedies upon any person other than the Parties and their respective successors and permitted assigns.

This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including any non-contractual disputes or claims) shall be governed by and construed in accordance with the laws of [Country], without regard to its conflict of laws principles.

The Parties shall use reasonable endeavors to resolve amicably any dispute, controversy or claim arising out of or in connection with this Agreement by good faith negotiation between senior representatives of the Parties, within [Number] days of written notice of the dispute from one Party to the other.

If any dispute is not resolved by negotiation within the period specified in the preceding clause, the dispute shall be finally resolved by arbitration under the rules of [Arbitration Institution] by [Number] arbitrator(s) appointed in accordance with the said rules.

The seat of the arbitration shall be [City, Country], and the language of the arbitration shall be English.

The decision and award of the arbitrator(s) shall be final and binding upon the Parties, and judgment on any award may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing, either Party shall be entitled to seek interim, injunctive or other equitable relief from any court of competent jurisdiction in order to preserve its rights pending the outcome of arbitration or in respect of any breach of confidentiality or intellectual property obligations.

The costs of the arbitration shall be borne by the Parties as determined by the arbitrator(s), who shall be empowered to award costs, including reasonable legal fees, to the prevailing Party.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, representations, understandings and communications, whether oral or written, between the Parties relating thereto.

No variation, amendment or modification of this Agreement shall be effective unless made in writing and signed by duly authorized representatives of both Parties.

No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right, power or remedy preclude any other or further exercise thereof or the exercise of any other right, power or remedy.

If any provision of this Agreement is held by any court or other competent authority to be invalid, illegal or unenforceable, in whole or in part, the validity, legality and enforceability of the remaining provisions shall not be affected, and the Parties shall negotiate in good faith to replace the invalid, illegal or unenforceable provision with a valid, legal and enforceable provision which achieves, to the greatest extent possible, the original intention of the Parties.

Each Party acknowledges that, in entering into this Agreement, it does not rely on, and shall have no remedy in respect of, any representation, warranty or statement (whether made innocently or negligently) that is not expressly set out in this Agreement.

This Agreement may be executed in any number of counterparts, each of which when executed shall constitute an original, and all of which together shall constitute one and the same agreement. Signatures transmitted by electronic means shall be deemed valid and binding for all purposes.

The relationship between the Parties is that of independent contracting parties, and nothing in this Agreement shall be construed to create any partnership, joint venture, agency, employment or fiduciary relationship between the Parties.

The Parties confirm that they have had the opportunity to seek independent legal advice in connection with this Agreement, and that this Agreement shall not be construed against either Party as the drafter hereof.