Consulting / Professional Services Agreement

CONSULTING AGREEMENT

This Consulting Agreement is made on agreement_date at place_of_execution

BETWEEN: client_name, a company / firm / individual, having its registered office / address at client_address (hereinafter referred to as "the Client") AND consultant_name, son/daughter of consultant_father, resident of consultant_address, holder of CNIC No. consultant_cnic, NTN No. consultant_ntn (hereinafter referred to as "the Consultant")

WHEREAS

WHEREAS the Client desires to engage the Consultant on an independent professional basis for the provision of the consulting services described in Schedule A, and the Consultant has the necessary qualifications, expertise, and resources to perform such services and is willing to do so on the terms of this Agreement; NOW THEREFORE the parties agree as follows.

1. ENGAGEMENT AND SCOPE: The Client hereby engages the Consultant, and the Consultant hereby accepts the engagement, to provide the professional services more particularly described in Schedule A annexed hereto, including scope_of_work ("the Services").

2. INDEPENDENT CONTRACTOR STATUS: The Consultant is engaged as an independent contractor and not as an employee, agent, partner, or joint venturer of the Client. Nothing in this Agreement shall be construed as creating an employer-employee relationship between the parties. The Consultant shall be solely responsible for his / her income tax, professional tax, social security contributions, and any other statutory obligations.

3. TERM: This Agreement shall commence on commencement_date and shall continue until end_date or until completion of the Services, whichever is earlier, unless terminated earlier in accordance with Clause 12 below.

4. DELIVERABLES AND TIMELINES: The Consultant shall deliver the deliverables specified in Schedule A in accordance with the agreed timelines, including key_deliverables. Time shall be of the essence in the performance of this Agreement.

5. PROFESSIONAL FEES: In consideration for the Services, the Client shall pay the Consultant a fee of Rs. total_fees payable in the manner described in Schedule B, namely payment_milestones. All fees are exclusive of applicable taxes which shall be paid additionally by the Client.

6. EXPENSES: The Client shall reimburse the Consultant for all reasonable out-of-pocket expenses (travel, accommodation, communication, materials) directly incurred in connection with the Services, on production of original receipts and prior approval of the Client where the expense exceeds Rs. expense_threshold.

7. WITHHOLDING TAX: The Client shall deduct withholding tax at the applicable rate under Section 153 of the Income Tax Ordinance 2001 from each payment to the Consultant and remit the same to the Federal Board of Revenue. A withholding tax certificate shall be issued to the Consultant.

8. PERFORMANCE STANDARDS: The Consultant shall perform the Services with reasonable care, skill, and diligence consistent with the standards of a competent professional in the relevant field, in compliance with all applicable laws and the Client's reasonable directions.

9. CONFIDENTIALITY: The Consultant shall, during the term of this Agreement and for a period of five years thereafter, hold in strict confidence all confidential information, business plans, customer data, technical information, and any other proprietary information of the Client ("Confidential Information"), and shall not disclose, use, or exploit such Confidential Information except for the proper performance of the Services. The obligations under this Clause shall survive termination of this Agreement.

10. INTELLECTUAL PROPERTY: All work product, deliverables, reports, designs, computer code, and other intellectual property created by the Consultant in the performance of the Services ("Work Product") shall vest absolutely in the Client. The Consultant hereby assigns all right, title, and interest in the Work Product to the Client and undertakes to execute any documents necessary to give effect to such assignment. The Consultant retains the right to use general know-how, methodologies, and skills developed in the course of the engagement for unrelated future engagements.

11. NON-SOLICITATION: During the term of this Agreement and for a period of non_solicit_months months thereafter, the Consultant shall not solicit any employee, customer, or supplier of the Client to terminate or alter the relationship with the Client.

12. TERMINATION: This Agreement may be terminated as follows: (a) by either party for material breach by the other party that is not cured within fourteen days of written notice; (b) by the Client at any time on thirty days' written notice to the Consultant, with payment of fees pro-rated to the date of termination; (c) by the Consultant at any time on thirty days' written notice; (d) by either party with immediate effect on insolvency, fraud, or criminal conduct of the other party; or (e) by mutual agreement in writing.

13. CONSEQUENCES OF TERMINATION: On termination, the Consultant shall (i) deliver to the Client all Work Product completed and in progress; (ii) return all Confidential Information and Client property; and (iii) be entitled to fees pro-rated to the date of termination plus reimbursable expenses, less any sums due to the Client.

14. WARRANTIES AND INDEMNITY: The Consultant warrants that the Work Product will be original, will not infringe any third-party intellectual property rights, and will conform to the specifications agreed. The Consultant shall indemnify the Client against any third-party claim arising out of breach of this warranty, subject to a cap on liability equal to the total fees paid under this Agreement.

15. DISPUTE RESOLUTION: Any dispute arising out of or in connection with this Agreement shall first be attempted to be resolved through good-faith negotiation between the parties for a period of thirty days. Failing resolution, the dispute shall be referred to arbitration under the Arbitration Act 1940 by a sole arbitrator at arbitration_seat in English. The decision of the arbitrator shall be final and binding.

16. GOVERNING LAW AND JURISDICTION: This Agreement shall be governed by the laws of the Islamic Republic of Pakistan. Subject to the arbitration clause, the courts at jurisdiction_city shall have exclusive jurisdiction.

17. NOTICES: All notices under this Agreement shall be in writing and shall be delivered by registered post / courier / email to the addresses set out above. Notice shall be deemed to have been received forty-eight hours after dispatch by registered post or upon confirmed delivery by courier or email.

18. ENTIRE AGREEMENT AND AMENDMENTS: This Agreement, including all Schedules, constitutes the entire agreement between the parties and supersedes all prior representations and understandings. No amendment shall be effective unless in writing and signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Consulting Agreement on the date first above written. FOR THE CLIENT: _____________________________ client_signatory client_name FOR THE CONSULTANT: _____________________________ consultant_name CNIC: consultant_cnic NTN: consultant_ntn