This document sets forth a template agreement to be entered into between a consultant
and an architecture firm (or individual architect) for the provision of certain consulting
services. As drafted, the agreement anticipates the architect already being engaged on
a project. This form is for use by an individual consultant when providing services, by
an architect or architecture firm when hiring a consultant, or legal counsel to either of
these parties.
CONSULTING AGREEMENT
THIS CONSULTING AGREEMENT ("Agreement") is made and entered into as of
the ___ day of _____, 20__, [Instruction: Insert date.] by and among _____
[Instruction: Insert company name.], a _____ [Instruction: Insert company
formation information.] ("Architect"), and _____ [Instruction: Insert consultant’s
name.] ("Consultant").
WITNESSETH:
WHEREAS, Consultant is recognized as _____ [Instruction: Insert area of expertise.];
and
WHEREAS, the Architect has been retained by ____, for the following project _____ to
be located at _____ (“Project”); [Instruction: Insert applicable project information.]
and
WHEREAS, the Architect desires to retain Consultant to provide services related to and
in support of efforts in which Consultant has expertise and which Architect is required to
provide for the Project; and
WHEREAS, Consultant is in the business of providing such consulting services and
has agreed to provide the services in accordance with the terms and conditions set forth in
this agreement.
NOW, THEREFORE, in consideration of this Agreement and other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the parties
agree as follows:
1. Consultant shall furnish the Architect with his best advice, information, judgment
and knowledge with respect to the services related to and in support of efforts in
which Consultant has expertise which is to be provided in accordance with this
Agreement and which Architect is required to provide for the Project.
Specifically, Consultant shall _____. [Comment: Insert specific duties
Consultant shall have under Agreement.]
2. The Consultant will _____ [Instruction: Insert broad details of what
consultant will do.] Consultant, in its sole discretion, may retain the services of a
qualified _____ [Instruction: Insert any additional professionals, e.g., specific
engineers which Consultant may retain to perform services.] to assist with or
to provide the required services. [Comment: Parties should state here who will
pay for additional required services.]
3. It is the understanding of the parties that Architect has been retained in connection
with the Project as set forth above [Comment: If details of Project must be
described in further detail, parties may wish to include same on a Schedule to
the Agreement, which should be referenced here.] and, to the best of
Architect’s knowledge, has provided Consultant with the complete program and
requirements with respect to the Project. Consultant hereby acknowledges his
understanding of the nature and scope of work to be provided by Consultant. Any
reference between the Consultant and Architect with respect to the agreement
between Architect and the owner of the project for the performance of work on
the Project shall be referred to and known as the “Prime Agreement.”
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4. The term of this Agreement shall begin on _____ [Instruction: Insert
commencement date.] and shall, subject to the provisions for termination set
forth herein, continue until and terminate on _____ [Instruction: Insert
termination date.]. Further, the proposed timeframe for completion of Project
work is as follows: _____ [Instruction: Insert any applicable timeframe for specific
work to be done by consultant.]
5. For all services that Consultant renders to the Architect or any of its subsidiaries
or affiliates during the term hereof, the Architect will pay Consultant $_____,
payable within thirty (30) days of the receipt of Consultant’s invoice. Consultant
agrees that during the term he/she will devote up to ____ (__) days per month to
his/her Duties. The Architect will periodically provide the Consultant with a
schedule of the requested hours, responsibilities and deliverables for the
applicable period of time. The duties will be scheduled on an as-needed basis.
[Instruction: Insert applicable payment agreement, including any revision to
the hours/days of services.] Late payments by Architect shall be subject to late
penalty fees of _____% [Instruction: insert number] per month from the due
date until the amount is paid.
6. [Optional: If expenses are to be paid, same should be carefully set forth in
this paragraph. See the remainder of the paragraph for sample expense
language.] Architect also agrees to pay Consultant’s fees for all third party
charges incurred on Architect’s behalf. Architect shall reimburse Consultant for
all travel expenses, including but not limited to hotels, meals, etc., in connection
with work on the Project. Such reimbursement shall not be limited to the above,
and may include special services and charges originated on Architect’s behalf by
Consultant, incurred in servicing Architect’s account.
7. Except as authorized by the Architect, the Consultant shall not directly contact the
owner of the Project property or any other consultant or contractor working on the
Project.
8. The Consultant shall obtain and maintain at all times during the term of this
Agreement, the following insurance coverages: _____ [Instruction: Insert
applicable required insurance coverages.]
9. Confidential Information and Intellectual Property.
1. Consultant shall maintain in strict confidence, and not use or disclose
except pursuant to written instructions from the Architect, any Architect
Trade Secret (as defined below), for so long as the pertinent data or
information remains a Trade Secret, provided that the obligation to protect
the confidentiality of any such information or data shall not be excused if
such information or data ceases to qualify as such as a result of the acts or