This Consulting Agreement is designed for use when engaging consultants in England and Wales, whether for short-term projects or ongoing professional services. The agreement comprehensively addresses key aspects of the consulting relationship, including service scope, deliverables, payment terms, and intellectual property rights. It incorporates relevant UK legislative requirements, particularly regarding IR35 status, data protection, and professional liability. This document is essential for establishing clear expectations and protecting both parties' interests in professional consulting arrangements.
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1. Parties: Identifies and defines the contracting parties - the consultant and the client
2. Background: Sets out context and purpose of the consulting agreement
3. Definitions: Defines key terms used throughout the agreement including Services, Deliverables, Intellectual Property Rights
4. Services: Detailed description of consulting services to be provided and service standards
5. Fees and Payment: Compensation terms, payment schedule, expenses, and invoicing procedures
6. Term and Termination: Duration of agreement, renewal terms, and circumstances for termination
7. Confidentiality: Protection of confidential information, trade secrets, and business information
8. Intellectual Property: Ownership and licensing of pre-existing and newly created intellectual property
9. Liability and Indemnity: Limitations of liability, indemnification obligations, and insurance requirements
10. General Provisions: Standard boilerplate clauses including notices, assignment, entire agreement, and governing law
1. Non-Compete: Restrictions on competitive activities during and after the agreement term
2. Insurance: Specific insurance requirements and coverage levels
3. Data Protection: GDPR compliance and data processing obligations
4. Force Majeure: Provisions for handling unforeseen circumstances and events beyond parties' control
5. Change Control: Procedures for managing changes to services or agreement terms
1. Schedule 1 - Services Description: Detailed specification of consulting services, deliverables, and timelines
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Performance metrics, quality standards, and reporting requirements
4. Schedule 4 - Key Personnel: Details of key individuals responsible for service delivery
5. Schedule 5 - Policies and Procedures: Relevant client policies and procedures the consultant must comply with
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