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1. Parties: Identifies and provides full details of the contracting parties - the consultant and the client
2. Background: Explains the context of the agreement and the parties' intention to enter into a consulting arrangement
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Services: Details the consulting services to be provided, including specific deliverables and objectives
5. Term and Termination: Specifies the duration of the agreement and circumstances under which it can be terminated
6. Fees and Payment Terms: Outlines the consulting fees, payment schedule, and reimbursable expenses
7. Intellectual Property Rights: Addresses ownership and licensing of pre-existing IP and newly created works
8. Confidentiality: Defines confidential information and obligations regarding its protection
9. Consultant's Obligations: Lists key responsibilities and commitments of the consultant
10. Client's Obligations: Specifies the client's responsibilities and commitments
11. Data Protection: Addresses handling of personal and sensitive data in compliance with privacy laws
12. Warranties and Representations: States the guarantees made by each party regarding their capacity and services
13. Limitation of Liability: Sets boundaries on the parties' liability under the agreement
14. General Provisions: Includes standard clauses like notices, assignment, and governing law
1. Non-Competition: Restricts the consultant from working with competitors - used when the consultant will have access to sensitive competitive information
2. Source Code Escrow: Provisions for source code protection - used when custom software is being developed
3. Change Control: Procedures for managing changes to the scope - used for longer-term or complex projects
4. Service Levels: Specific performance metrics and standards - used when ongoing maintenance or support is included
5. Insurance: Requirements for professional indemnity and other insurance - used for high-value or high-risk projects
6. Disaster Recovery: Procedures for handling system failures or data loss - used when consultant manages critical systems
7. Staff Vetting: Requirements for background checks - used when working with sensitive data or systems
8. Third-Party Contracts: Management of subcontractors or third-party software - used when external resources are needed
1. Schedule 1 - Services Description: Detailed specification of the consulting services and deliverables
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones
3. Schedule 3 - Service Levels: Technical performance metrics and response times if applicable
4. Schedule 4 - Key Personnel: Names and roles of key consultant team members assigned to the project
5. Schedule 5 - Technical Requirements: Specific technical standards, platforms, or compatibility requirements
6. Schedule 6 - Security Requirements: Detailed security protocols and compliance requirements
7. Appendix A - Change Request Form: Standard form for requesting and documenting scope changes
8. Appendix B - Acceptance Test Criteria: Criteria and procedures for accepting deliverables
Acceptance Tests
Affiliate
Agreement
Background IP
Business Day
Change Request
Client Materials
Client Systems
Confidential Information
Consultant
Consulting Services
Deliverables
Documentation
Effective Date
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
License
Milestone
Object Code
Personal Data
Project
Project Manager
Project Plan
Services
Service Levels
Software
Source Code
Specifications
Statement of Work
Term
Third-Party Materials
Updates
Work Product
Appointment
Term
Services
Deliverables
Acceptance Testing
Change Control
Fees and Payment
Intellectual Property Rights
Confidentiality
Data Protection
Service Levels
Warranties
Consultant Obligations
Client Obligations
Key Personnel
Non-Competition
Non-Solicitation
Limitation of Liability
Indemnification
Insurance
Force Majeure
Termination
Exit Management
Assignment and Subcontracting
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Variation
Waiver
Third Party Rights
Counterparts
Information Technology
Financial Services
Healthcare
E-commerce
Manufacturing
Professional Services
Telecommunications
Education
Retail
Banking
Insurance
Logistics
Real Estate
Media and Entertainment
Legal
Information Technology
Procurement
Operations
Software Development
Project Management
Compliance
Finance
Risk Management
Digital Transformation
Vendor Management
Technical Operations
Chief Technology Officer
IT Director
Software Development Manager
Project Manager
Legal Counsel
Procurement Manager
Technology Consultant
Software Engineer
Systems Architect
Business Analyst
Operations Director
Chief Information Officer
Contracts Manager
Digital Transformation Manager
Technical Program Manager
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