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1. Parties: Identifies the contracting parties, including full legal names and addresses
2. Background: Explains the context of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Engagement and Services: Describes the consultant's appointment and scope of services
5. Term and Termination: Specifies the duration of the agreement and termination provisions
6. Compensation and Payment Terms: Details fees, expenses, invoicing procedures, and payment terms
7. Independent Contractor Relationship: Explicitly establishes the nature of the relationship and contractor's responsibilities for taxes and benefits
8. Confidentiality: Defines confidential information and obligations regarding its protection
9. Intellectual Property Rights: Addresses ownership and transfer of work product and pre-existing IP
10. Representations and Warranties: States the parties' assertions about their capacity and authority
11. Indemnification: Outlines mutual or unilateral indemnification obligations
12. Insurance: Specifies required insurance coverage and limits
13. General Provisions: Includes standard boilerplate clauses such as notices, amendment, and governing law
1. Non-Competition: Restricts consultant's ability to compete - include when consultant will have access to sensitive competitive information
2. Non-Solicitation: Prevents solicitation of employees/clients - include when consultant will have significant contact with client's employees or customers
3. Data Protection: Additional privacy and data handling requirements - include when consultant will handle personal or sensitive data
4. Equipment and Resources: Specifies provisions of tools and resources - include when client will provide equipment or facilities
5. Performance Metrics: Establishes specific performance standards - include when deliverables need specific measurable outcomes
6. Training Requirements: Outlines mandatory training - include when consultant needs specific certifications or training
7. Subcontracting: Rules for engaging subcontractors - include when consultant may need to subcontract work
8. Force Majeure: Addresses unforeseeable circumstances - include when project is susceptible to external disruptions
1. Schedule A - Services Description: Detailed description of services, deliverables, and timelines
2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones
3. Schedule C - Service Levels: Performance standards and metrics for service delivery
4. Schedule D - Client Policies: Relevant client policies consultant must comply with
5. Appendix 1 - Insurance Requirements: Specific insurance types and coverage limits required
6. Appendix 2 - Required Certifications: List of required professional certifications or qualifications
Applicable Law
Business Day
Client
Client Materials
Commencement Date
Confidential Information
Consultant
Consulting Services
Deliverables
Effective Date
Fees
Force Majeure Event
GST/HST
Intellectual Property Rights
Materials
Party/Parties
Pre-existing IP
Project
Representatives
Services
Service Level Requirements
Specifications
Term
Territory
Third Party Materials
Work Product
Independent Contractor Status
Services
Term
Termination
Payment
Expenses
Tax Compliance
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Representatives and Warranties
Indemnification
Insurance
Force Majeure
Assignment
Severability
Entire Agreement
Amendment
Waiver
Notice
Governing Law
Dispute Resolution
Data Protection
Health and Safety
Compliance with Laws
Performance Standards
Subcontracting
Audit Rights
Survival
Technology
Management Consulting
Financial Services
Healthcare
Engineering
Education
Marketing and Advertising
Construction
Environmental Services
Professional Services
Manufacturing
Retail
Energy
Telecommunications
Non-Profit
Legal
Human Resources
Procurement
Finance
Operations
Compliance
Risk Management
Project Management Office
Administration
Business Development
Chief Executive Officer
Chief Financial Officer
Legal Counsel
HR Director
Procurement Manager
Project Manager
Department Head
Operations Manager
Technical Director
Finance Manager
Compliance Officer
Business Unit Manager
Resource Manager
Contract Administrator
Risk Manager
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