The Client Engagement Agreement is a fundamental document used when establishing a professional service relationship between a provider and their client under English and Welsh law. It serves as the primary contract defining the scope of work, payment terms, and mutual obligations. This document is essential for protecting both parties' interests, ensuring regulatory compliance, and setting clear expectations for the engagement. It should be used at the commencement of any new client relationship or when significantly modifying an existing service arrangement.
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1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the engagement
3. Definitions: Key terms used throughout the agreement
4. Services: Detailed description of services to be provided
5. Fees and Payment: Payment terms, rates, and billing arrangements
6. Term and Termination: Duration and termination provisions
7. Confidentiality: Protection of confidential information
8. Data Protection: Compliance with UK GDPR and Data Protection Act requirements
9. Liability and Indemnities: Limitations of liability and indemnification provisions
10. General: Standard boilerplate provisions including governing law, notices, and entire agreement
1. Service Levels: Specific performance standards and metrics for complex service arrangements
2. Change Control: Process for varying services and scope during the engagement
3. Force Majeure: Provisions for handling unforeseen circumstances and events beyond parties' control
4. Anti-Bribery and Corruption: Compliance with anti-bribery laws and ethical business practices
5. Intellectual Property: Ownership and licensing of IP created during the engagement
1. Schedule 1 - Services Description: Detailed scope of services and deliverables
2. Schedule 2 - Fees: Detailed fee structure, rates, and payment terms
3. Schedule 3 - Data Processing Agreement: Terms governing the processing of personal data under UK GDPR
4. Schedule 4 - Service Levels: Detailed performance metrics, KPIs, and measurement criteria
5. Schedule 5 - Key Personnel: Details of key team members and their roles
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