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1. Parties: Identifies and provides full details of the parties entering into the agreement - the company engaging the consultant and the consultant (individual or entity)
2. Background: Sets out the context of the agreement, including the company's need for consulting services and the consultant's expertise
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Services: Outlines the general framework for consulting services that may be provided under the agreement
5. Statement of Work Process: Details the process for creating, approving, and executing individual Statements of Work under the master agreement
6. Consultant Obligations: Sets out the general obligations of the consultant, including quality standards, professional conduct, and compliance requirements
7. Company Obligations: Defines the company's responsibilities, including providing necessary information and access
8. Fees and Payment Terms: Establishes the framework for compensation, invoicing, and payment processes
9. Intellectual Property Rights: Addresses ownership and rights to work products, pre-existing IP, and developed materials
10. Confidentiality: Details obligations regarding confidential information protection and permitted uses
11. Term and Termination: Specifies the duration of the agreement and circumstances for termination
12. Representations and Warranties: Contains standard warranties about capacity to contract and service quality
13. Indemnification: Sets out mutual indemnification obligations for various risks
14. Insurance: Specifies required insurance coverage to be maintained by the consultant
15. General Provisions: Contains standard boilerplate clauses including notices, assignment, governing law, etc.
1. Non-Competition: Restricts consultant from competing with the company - include when dealing with consultants who may have access to sensitive competitive information
2. Non-Solicitation: Prevents consultant from soliciting company's employees or clients - important for consultants working closely with company personnel or clients
3. Data Protection: Include when consulting services involve processing personal data or sensitive information
4. Force Majeure: Addresses unforeseen circumstances preventing performance - particularly relevant in long-term consulting arrangements
5. Compliance with Anti-Corruption Laws: Include when consulting services involve government interactions or high-risk jurisdictions
6. Export Control: Include when consulting services involve cross-border technology transfer or technical data
7. Business Continuity: Include for critical consulting services where service interruption could significantly impact company operations
1. Schedule A - Rate Card: Standard rates for consultant's services, including different categories of personnel if applicable
2. Schedule B - Template Statement of Work: Standard format for individual Statements of Work to be issued under the master agreement
3. Schedule C - Service Levels: Performance standards and metrics for measuring consultant's service quality
4. Schedule D - Security Requirements: Company's security policies and requirements applicable to consultant
5. Schedule E - Approved Subcontractors: List of pre-approved subcontractors consultant may engage
6. Appendix 1 - Insurance Requirements: Detailed insurance requirements including types of coverage and minimum limits
7. Appendix 2 - Compliance Requirements: Specific regulatory or company compliance requirements applicable to consultant
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