Service Agreement - Consultant (Australia)

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This Consulting Services Agreement is designed for use in Australia. This form is available for immediate download.

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A Consulting Services Agreement is an agreement between a contractor/consultant and a client. This type of service agreement is helpful because it provides the terms and conditions of the arrangement. Is the agreement for a fixed term or ongoing? How much will the contractor get paid, and when? How will the arrangement end? What types of services will the contractor be expected to perform? These are all questions that will be answered in the agreement. In addition, the agreement will reaffirm that an employer/employee relationship is not created.

The following Consulting Services Agreement can be used for a one-time project or for on-going services.

Among others, this form contains the following provisions:
  • Services to be Performed
  • Equipment Provision
  • Payment and Expenses Provisions
  • Intellectual Property Rights Provision
  • General Provisions
This lawyer-prepared packet contains:
  1. Instructions and Checklist
  2. General Information
  3. Consulting Services Agreement for Australia
Law Compliance: This form complies with the state and territory laws of Australia
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Consulting Services Agreement
(Australia)

 

 
 
This Consulting Services Agreement (the “Agreement”) is dated as of __________, 20____, by and between _________________________________________, ABN __________________ (“Contractor”) and _______________________________________ (“Client”) (collectively the “Parties”).
 
The Parties agree as follows:
 
1.   SERVICES:  Contractor will perform the consulting services described below (the “Services”):                                                                                                                                                                            
(attach an appendix if you require more space to detail services)
 
2.  TIME OF COMPLETION:  (mark the applicable provision)
 
   [ ]   The Services shall be commenced on or before _________________, 20__, and shall be substantially completed by ______________________, 20__.  The Services shall be performed between the hours of __________ a.m. and _________ p.m. Time is of the essence.  (more appropriate for one-time service)
 
   [ ]   The Services are ongoing, and shall be completed _______________ (e.g. weekly, bi-weekly, daily, etc.), commencing on ________________, 20__.   The Services shall be performed on       (insert day of the week)    between the hours of _____a.m. and _____p.m. (more appropriate for on-going service)
 
   [ ]   The Services are ongoing, and shall be performed as requested by Client for the duration of the term of this Agreement.  (more appropriate for on-going service)
 
3.  EQUIPMENT:  (mark the applicable provision)
 
[ ]   Client shall provide the following equipment for Contractors use when performing the Services: _____________________________________________.  Contractor will provide all other equipment necessary to perform the Services.
 
[ ]   When performing the Services, Contractor will use his/her own equipment.
 
4.  PAYMENT:  (mark the applicable provision)
 
[ ]   Client shall pay Contractor for the material and labour to be performed under this Agreement the sum of  ________________ Australian Dollars (AUD__________).  (This is more appropriate for a one-time service)
[ ]   Client shall pay Contractor for the material and labour performed under this Agreement the sum of __________________ Australian Dollars (AUD__________) per ___________.  ( e.g. week, month, hour, per session, etc.--this is more appropriate for ongoing services)
 
The payment(s) shall be paid in the following manner: __________________________________________________________________________________________________________________________________________
(Here you will need to describe how the payments will be made.  Will you make the payments weekly, at the completion of the project, etc.?)
 
5.  OTHER EXPENSES/ACCOMMODATIONS:  Client shall reimburse Contractor for the following expenses only:                                                                                                 . (If none, write “none.)
 
   Client shall be responsible for providing only the following accommodations to Contractor in connection with Contractors performance of the Services:                                                                                  . (If none, write “none.”)
 
6.   TERM:   (mark the applicable provision)
 
[ ]   The term of this Agreement shall begin on          , 20   , and shall expire on                , 20   .  (more applicable for one-time services)
[ ]   The term of this Agreement shall begin on          , 20   , and shall continue until terminated by either Party.  Termination requires the terminating Party to give prior written notice to the non-terminating Party. (more applicable for ongoing services)
 
 
7.   RESPONSIBILITIES AND OBLIGATIONS
 
The Contractor shall:
 
(a)   comply with all directions of the Client given pursuant to this Agreement;
 
(b)   remain fully responsible for the Services carried out by the Contractor notwithstanding any review or acceptance of those Services by the Client;
 
(c)   employ staff with appropriate qualifications and experience to carry out the Services;
 
(d)   make reasonable enquiries to ascertain the requirements of the Client regarding the Services;
 
(e)   regularly consult the Client regarding the carrying out of the Services;
 
(f)   as soon as practicable after becoming aware of any matter or circumstance which may adversely affect or has adversely affected the scope, timing or carrying out of the Services, give written notice to the Client detailing the matter or circumstance and its anticipated effect on the Services;
 
(g)   comply with all legislative requirements in carrying out the Services;
 
(h)   when on the Clients premises and when using the Clients facilities, comply with all directions, procedures and policies relating to occupational health, safety and security requirements relating to the Clients premises and facilities;
 
(i)   after reasonable prior written notice by the Client, permit the Client to inspect and discuss the work, relevant records or documents produced by the Contractor in carrying out the Service;
 
(j)   notify the Client immediately the existence or likelihood of a conflict of interest that becomes apparent to the Contractor and cooperate with the Client to resolve such conflict of interest; and
 
(k)   do all things necessary and incidental for the proper performance of the Contractors obligations under this Agreement.
 
The Client shall:
 
(a)   pay the Contractor in accordance with this Agreement;
 
(b)   provide the Contractor with relevant samples, patterns, documents and information in the possession or control of the Client to enable the Contractor to carry out the Services;
 
(c)   give or cause to be given to the Contractor in writing timely directions, instructions and information to enable the Contractor to carry out the Services; and
 
(d)   proved the Contractor with access to premises or sites of the Client as is reasonably necessary for the Contractor to carry out the Services.
 
 
8.   COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS
(check the appropriate provision)
 
   [  ]  The Contractor retains all intellectual property rights in the work product. The Contractor grants an irrevocable licence to the Client to use the intellectual property right for any purpose for which the Services are provided.
 
Or
 
   [  ] On payment by the Client of all fees due under this Agreement, the intellectual property rights in the work product shall vest in the Client. The Client grants the Contractor an irrevocable licence to use that intellectual property right for the purpose of carrying out the Services. The Contractor shall retain the intellectual property rights in any original ideas, equipment processes or systems created outside the terms of this Agreement and used for the purpose of carrying out the Services hereunder. The Contractor shall grant the Client an irrevocable licence to use such intellectual property right for any purpose for which the Services are provided.
 
 
9.   WARRANTY & INDEMNITY
 
The Contractor warrants that the Contractor owns or is licensed to use the intellectual property rights in the work product and the Contractor shall indemnify the Client against liability, loss or damage arising out of the use of the work product infringing the intellectual property rights of a third party.
 
The Contractor further agrees to indemnify the Client against any loss of or damage to property of the Client including the work product, and claims by any person against the Client in respect of personal injury or death or loss of or damage to any other property, arising out of in consequence of carrying out the Services by the Contractor.
 
 
10.   LIABILITY
 
The Contractors liability to the Client arising out of the performance or non-performance of the Services, whether under the law of contract, tort or otherwise, shall be limited to AUD________. However nothing in this clause shall be read or applied so as to purport to exclude, restrict or modify or have the effect of excluding, restricting or modifying the application in relation to the supply of any goods or Services pursuant to this Agreement or any of the provisions of the Trade Practices Act 1974 as amended and in force which by law cannot be excluded, restricted or modified.
 
 
11.   INSURANCE
 
Before commencing work, the Contractor shall affect a professional indemnity insurance policy for the Services covered in this Agreement with a total aggregate cover of not less than the sum of Australian Dollars (AUD) __________________. The Contractor shall maintain such policy until the Services are carried out completely.
 
The Contractor shall maintain a public liability policy for an amount of ____________ AUD in respect of any one claim or series of claims arising from any cause. The Contractor shall maintain such policy until completion of Services. The policy shall cover the Contractor in respect of liability to the Client and third parties in respect of any claims for loss of or damage to property or death or injury to any person arising from the acts or omissions of the Contractor, its employees and subcontractors in the course of carrying out the Services and shall extend to indemnify the Client as insured.
 
12.   TERMINATION
 
(a) By mutual agreement - The Agreement may be terminated at any time by mutual agreement or by the Client giving reasonable prior written notice to the Contractor. If the Agreement is terminated pursuant to this Clause, the Client shall pay the Contractor a fair and reasonable fee for the Services carried out up to and including the date of termination together with payment of any costs and expenses reasonably incurred by the Contractor to that date.
 
Upon termination and payment of the amount due to the Contractor the Contractor shall, subject to any lien or other rights of the Contractor under the Agreement, deliver to the Client the work product including sketches, plans, designs, estimates, calculations, reports, models, computer source codes, articles, information, files and data produced by the Contractor up to the date of termination regardless of their stage of completion.
 
(b) For Default - If either party commits a substantial breach of Contract, the other party may give to the party who committed the breach, a written notice to show cause specifying the alleged breach with reasonable details and specify the date by which the party who committed the breach must show cause. Failure to make a payment due under the Contract shall be a substantial breach of Contract. If by the time specified in the show cause notice the party who committed the breach fails to show reasonable cause the other party may, by further written notice, terminate the Contract or suspend the partys obligations to perform the Contract.
 
(c) For Convenience - The Client may, at any time by prior written notice to the Contractor, suspend the carrying out of the Services or any part thereof. The Client shall pay the Contractor the fees and expenses reasonably incurred by the Contractor in carrying out the Services to the date of suspension together with any costs and expenses reasonably incurred by the Contractor by reason of the suspension. The Client shall give the Contractor reasonable notice to recommence carrying out those Services so suspended.
 
(d) Insolvency -  The parties can terminate this Agreement, in the event if, 
 
(i)  a party informs the other party in writing or creditors generally that the party is insolvent or is financially unable to proceed with the Contract;
 
(ii)  execution is levied against a party by a creditor;
 
(iii) a party is an individual person or a partnership including an individual person, and if that person:  commits an act of bankruptcy; has a bankruptcy petition presented against him or her or presents his or her own petition; is made bankrupt; makes a proposal for a scheme of arrangement or a composition; or has a deed of assignment or deed of arrangement made, accepts a composition, is required to present a debtors petition, or has a sequestration order made, under Part X of the Bankruptcy Act 1966 (Cth); or
 
(iv) in relation to a party being a corporation:  notice is given of a meeting of creditors with a view to the corporation entering a deed of company arrangement; the party enters a deed of company arrangement with creditors; a controller or administrator is appointed; an application is made to a court for the winding-up of the party and not stayed within 14 days; a winding-up order is made in respect of the party; resolves by special resolution that the party be wound up voluntarily (other than for a members voluntary winding-up); or a mortgagee of any property of the party takes possession of that property;
 
13.  NOTICE:  A notice shall be deemed to have been given when it is received by the Party to whom it was addressed or is delivered to the address of that Party as stated in this Agreement or last communicated in writing by that Party to the Party giving the notice, whichever is the earlier. Any notice required to be given to either Party under this Agreement shall be sent via registered post to the appropriate address below:
   
If to Client:
                                                                                    
If to Contractor:
                                                                                    
 
14.  GENERAL PROVISIONS:
 
(a)  All work shall be completed in a professional and workmanship like manner, and if applicable, in compliance with all building codes and other applicable laws.
 
(b)   To the extent required by law all work shall be performed by individuals duly licenced and authorised by law to perform the work.
 
(c)   Contractor warrants that it is adequately insured for injury to its employees and others incurring loss or injury as a result of the acts of Contractor or its employees.
 
(d)   In the event Client shall fail to pay any periodic or instalment payment due hereunder, Contractor may cease work without breach pending payment or resolution of dispute.
 
(e)  Contractor shall not be liable for any delay due to circumstance beyond its control.
 
(f)  Contractor is an independent contractor and not an employee of Client.
 
(g)   Any changes to this Agreement must be signed by both Contractor and Client.
(h)   This Agreement shall be construed in accordance with the laws of the state of __________________________, Australia.        
(i)   Neither the Client nor the Contractor may assign this Agreement or any payment or any other right, benefit or interest hereunder without prior written consent from the non-assigning party. The Contractor shall not subcontract any part of the Services without the prior written approval of the Client, which approval shall not be unreasonably withheld.
(j)   The headings of the sections herein are for convenience only, and shall not affect the meaning of the provisions of this Agreement.
(k)   This Agreement constitutes the entire agreement between the Client and the Contractor, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement.  There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
 
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.
 
 
CLIENT:                        CONTRACTOR:
 
_______________________________      ______________________________
Signature                        Signature
 
_______________________________      ______________________________
Name (please print)                  Name (please print)
 
_______________________________      ______________________________
Title (if applicable)                  Title (if applicable)
 
_______________________________      ______________________________
Date                           Date
Number of Pages11
DimensionsDesigned for Letter Size (8.5" x 11")
EditableYes (.doc, .wpd and .rtf)
UsageUnlimited number of prints
Product number#33688
This is the content of the form and is provided for your convenience. It is not necessarily what the actual form looks like and does not include the information, instructions and other materials that come with the form you would purchase. An actual sample can also be viewed by clicking on the "Sample Form" near the top left of this page.
 
 
Consulting Services Agreement
(Australia)

 

 
 
This Consulting Services Agreement (the “Agreement”) is dated as of __________, 20____, by and between _________________________________________, ABN __________________ (“Contractor”) and _______________________________________ (“Client”) (collectively the “Parties”).
 
The Parties agree as follows:
 
1.   SERVICES:  Contractor will perform the consulting services described below (the “Services”):                                                                                                                                                                            
(attach an appendix if you require more space to detail services)
 
2.  TIME OF COMPLETION:  (mark the applicable provision)
 
   [ ]   The Services shall be commenced on or before _________________, 20__, and shall be substantially completed by ______________________, 20__.  The Services shall be performed between the hours of __________ a.m. and _________ p.m. Time is of the essence.  (more appropriate for one-time service)
 
   [ ]   The Services are ongoing, and shall be completed _______________ (e.g. weekly, bi-weekly, daily, etc.), commencing on ________________, 20__.   The Services shall be performed on       (insert day of the week)    between the hours of _____a.m. and _____p.m. (more appropriate for on-going service)
 
   [ ]   The Services are ongoing, and shall be performed as requested by Client for the duration of the term of this Agreement.  (more appropriate for on-going service)
 
3.  EQUIPMENT:  (mark the applicable provision)
 
[ ]   Client shall provide the following equipment for Contractors use when performing the Services: _____________________________________________.  Contractor will provide all other equipment necessary to perform the Services.
 
[ ]   When performing the Services, Contractor will use his/her own equipment.
 
4.  PAYMENT:  (mark the applicable provision)
 
[ ]   Client shall pay Contractor for the material and labour to be performed under this Agreement the sum of  ________________ Australian Dollars (AUD__________).  (This is more appropriate for a one-time service)
[ ]   Client shall pay Contractor for the material and labour performed under this Agreement the sum of __________________ Australian Dollars (AUD__________) per ___________.  ( e.g. week, month, hour, per session, etc.--this is more appropriate for ongoing services)
 
The payment(s) shall be paid in the following manner: __________________________________________________________________________________________________________________________________________
(Here you will need to describe how the payments will be made.  Will you make the payments weekly, at the completion of the project, etc.?)
 
5.  OTHER EXPENSES/ACCOMMODATIONS:  Client shall reimburse Contractor for the following expenses only:                                                                                                 . (If none, write “none.)
 
   Client shall be responsible for providing only the following accommodations to Contractor in connection with Contractors performance of the Services:                                                                                  . (If none, write “none.”)
 
6.   TERM:   (mark the applicable provision)
 
[ ]   The term of this Agreement shall begin on          , 20   , and shall expire on                , 20   .  (more applicable for one-time services)
[ ]   The term of this Agreement shall begin on          , 20   , and shall continue until terminated by either Party.  Termination requires the terminating Party to give prior written notice to the non-terminating Party. (more applicable for ongoing services)
 
 
7.   RESPONSIBILITIES AND OBLIGATIONS
 
The Contractor shall:
 
(a)   comply with all directions of the Client given pursuant to this Agreement;
 
(b)   remain fully responsible for the Services carried out by the Contractor notwithstanding any review or acceptance of those Services by the Client;
 
(c)   employ staff with appropriate qualifications and experience to carry out the Services;
 
(d)   make reasonable enquiries to ascertain the requirements of the Client regarding the Services;
 
(e)   regularly consult the Client regarding the carrying out of the Services;
 
(f)   as soon as practicable after becoming aware of any matter or circumstance which may adversely affect or has adversely affected the scope, timing or carrying out of the Services, give written notice to the Client detailing the matter or circumstance and its anticipated effect on the Services;
 
(g)   comply with all legislative requirements in carrying out the Services;
 
(h)   when on the Clients premises and when using the Clients facilities, comply with all directions, procedures and policies relating to occupational health, safety and security requirements relating to the Clients premises and facilities;
 
(i)   after reasonable prior written notice by the Client, permit the Client to inspect and discuss the work, relevant records or documents produced by the Contractor in carrying out the Service;
 
(j)   notify the Client immediately the existence or likelihood of a conflict of interest that becomes apparent to the Contractor and cooperate with the Client to resolve such conflict of interest; and
 
(k)   do all things necessary and incidental for the proper performance of the Contractors obligations under this Agreement.
 
The Client shall:
 
(a)   pay the Contractor in accordance with this Agreement;
 
(b)   provide the Contractor with relevant samples, patterns, documents and information in the possession or control of the Client to enable the Contractor to carry out the Services;
 
(c)   give or cause to be given to the Contractor in writing timely directions, instructions and information to enable the Contractor to carry out the Services; and
 
(d)   proved the Contractor with access to premises or sites of the Client as is reasonably necessary for the Contractor to carry out the Services.
 
 
8.   COPYRIGHT AND OTHER INTELLECTUAL PROPERTY RIGHTS
(check the appropriate provision)
 
   [  ]  The Contractor retains all intellectual property rights in the work product. The Contractor grants an irrevocable licence to the Client to use the intellectual property right for any purpose for which the Services are provided.
 
Or
 
   [  ] On payment by the Client of all fees due under this Agreement, the intellectual property rights in the work product shall vest in the Client. The Client grants the Contractor an irrevocable licence to use that intellectual property right for the purpose of carrying out the Services. The Contractor shall retain the intellectual property rights in any original ideas, equipment processes or systems created outside the terms of this Agreement and used for the purpose of carrying out the Services hereunder. The Contractor shall grant the Client an irrevocable licence to use such intellectual property right for any purpose for which the Services are provided.
 
 
9.   WARRANTY & INDEMNITY
 
The Contractor warrants that the Contractor owns or is licensed to use the intellectual property rights in the work product and the Contractor shall indemnify the Client against liability, loss or damage arising out of the use of the work product infringing the intellectual property rights of a third party.
 
The Contractor further agrees to indemnify the Client against any loss of or damage to property of the Client including the work product, and claims by any person against the Client in respect of personal injury or death or loss of or damage to any other property, arising out of in consequence of carrying out the Services by the Contractor.
 
 
10.   LIABILITY
 
The Contractors liability to the Client arising out of the performance or non-performance of the Services, whether under the law of contract, tort or otherwise, shall be limited to AUD________. However nothing in this clause shall be read or applied so as to purport to exclude, restrict or modify or have the effect of excluding, restricting or modifying the application in relation to the supply of any goods or Services pursuant to this Agreement or any of the provisions of the Trade Practices Act 1974 as amended and in force which by law cannot be excluded, restricted or modified.
 
 
11.   INSURANCE
 
Before commencing work, the Contractor shall affect a professional indemnity insurance policy for the Services covered in this Agreement with a total aggregate cover of not less than the sum of Australian Dollars (AUD) __________________. The Contractor shall maintain such policy until the Services are carried out completely.
 
The Contractor shall maintain a public liability policy for an amount of ____________ AUD in respect of any one claim or series of claims arising from any cause. The Contractor shall maintain such policy until completion of Services. The policy shall cover the Contractor in respect of liability to the Client and third parties in respect of any claims for loss of or damage to property or death or injury to any person arising from the acts or omissions of the Contractor, its employees and subcontractors in the course of carrying out the Services and shall extend to indemnify the Client as insured.
 
12.   TERMINATION
 
(a) By mutual agreement - The Agreement may be terminated at any time by mutual agreement or by the Client giving reasonable prior written notice to the Contractor. If the Agreement is terminated pursuant to this Clause, the Client shall pay the Contractor a fair and reasonable fee for the Services carried out up to and including the date of termination together with payment of any costs and expenses reasonably incurred by the Contractor to that date.
 
Upon termination and payment of the amount due to the Contractor the Contractor shall, subject to any lien or other rights of the Contractor under the Agreement, deliver to the Client the work product including sketches, plans, designs, estimates, calculations, reports, models, computer source codes, articles, information, files and data produced by the Contractor up to the date of termination regardless of their stage of completion.
 
(b) For Default - If either party commits a substantial breach of Contract, the other party may give to the party who committed the breach, a written notice to show cause specifying the alleged breach with reasonable details and specify the date by which the party who committed the breach must show cause. Failure to make a payment due under the Contract shall be a substantial breach of Contract. If by the time specified in the show cause notice the party who committed the breach fails to show reasonable cause the other party may, by further written notice, terminate the Contract or suspend the partys obligations to perform the Contract.
 
(c) For Convenience - The Client may, at any time by prior written notice to the Contractor, suspend the carrying out of the Services or any part thereof. The Client shall pay the Contractor the fees and expenses reasonably incurred by the Contractor in carrying out the Services to the date of suspension together with any costs and expenses reasonably incurred by the Contractor by reason of the suspension. The Client shall give the Contractor reasonable notice to recommence carrying out those Services so suspended.
 
(d) Insolvency -  The parties can terminate this Agreement, in the event if, 
 
(i)  a party informs the other party in writing or creditors generally that the party is insolvent or is financially unable to proceed with the Contract;
 
(ii)  execution is levied against a party by a creditor;
 
(iii) a party is an individual person or a partnership including an individual person, and if that person:  commits an act of bankruptcy; has a bankruptcy petition presented against him or her or presents his or her own petition; is made bankrupt; makes a proposal for a scheme of arrangement or a composition; or has a deed of assignment or deed of arrangement made, accepts a composition, is required to present a debtors petition, or has a sequestration order made, under Part X of the Bankruptcy Act 1966 (Cth); or
 
(iv) in relation to a party being a corporation:  notice is given of a meeting of creditors with a view to the corporation entering a deed of company arrangement; the party enters a deed of company arrangement with creditors; a controller or administrator is appointed; an application is made to a court for the winding-up of the party and not stayed within 14 days; a winding-up order is made in respect of the party; resolves by special resolution that the party be wound up voluntarily (other than for a members voluntary winding-up); or a mortgagee of any property of the party takes possession of that property;
 
13.  NOTICE:  A notice shall be deemed to have been given when it is received by the Party to whom it was addressed or is delivered to the address of that Party as stated in this Agreement or last communicated in writing by that Party to the Party giving the notice, whichever is the earlier. Any notice required to be given to either Party under this Agreement shall be sent via registered post to the appropriate address below:
   
If to Client:
                                                                                    
If to Contractor:
                                                                                    
 
14.  GENERAL PROVISIONS:
 
(a)  All work shall be completed in a professional and workmanship like manner, and if applicable, in compliance with all building codes and other applicable laws.
 
(b)   To the extent required by law all work shall be performed by individuals duly licenced and authorised by law to perform the work.
 
(c)   Contractor warrants that it is adequately insured for injury to its employees and others incurring loss or injury as a result of the acts of Contractor or its employees.
 
(d)   In the event Client shall fail to pay any periodic or instalment payment due hereunder, Contractor may cease work without breach pending payment or resolution of dispute.
 
(e)  Contractor shall not be liable for any delay due to circumstance beyond its control.
 
(f)  Contractor is an independent contractor and not an employee of Client.
 
(g)   Any changes to this Agreement must be signed by both Contractor and Client.
(h)   This Agreement shall be construed in accordance with the laws of the state of __________________________, Australia.        
(i)   Neither the Client nor the Contractor may assign this Agreement or any payment or any other right, benefit or interest hereunder without prior written consent from the non-assigning party. The Contractor shall not subcontract any part of the Services without the prior written approval of the Client, which approval shall not be unreasonably withheld.
(j)   The headings of the sections herein are for convenience only, and shall not affect the meaning of the provisions of this Agreement.
(k)   This Agreement constitutes the entire agreement between the Client and the Contractor, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement.  There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.
 
IN WITNESS WHEREOF, the Parties have executed this Agreement on the date first written above.
 
 
CLIENT:                        CONTRACTOR:
 
_______________________________      ______________________________
Signature                        Signature
 
_______________________________      ______________________________
Name (please print)                  Name (please print)
 
_______________________________      ______________________________
Title (if applicable)                  Title (if applicable)
 
_______________________________      ______________________________
Date                           Date
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