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1. Parties: Identification of the consultant and the client company, including registration numbers and registered addresses
2. Background: Context of the agreement and brief description of the parties' intention to enter into a consulting arrangement
3. Definitions: Key terms used throughout the agreement
4. Appointment and Scope: Formal appointment of consultant and broad description of services
5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
6. Consultant's Obligations: Key responsibilities and duties of the consultant
7. Client's Obligations: Key responsibilities and duties of the client
8. Fees and Payment Terms: Compensation structure, payment schedule, and expenses
9. Confidentiality: Protection of confidential information and trade secrets
10. Intellectual Property: Ownership and rights to work products and pre-existing IP
11. Independent Contractor Status: Clear statement of consultant's status as independent contractor
12. Limitation of Liability: Caps on liability and exclusions
13. General Provisions: Standard boilerplate clauses including notices, amendment process, and governing law
1. Non-Compete: Restrictions on consultant's ability to work with competitors, used when consultant will have access to sensitive competitive information
2. Non-Solicitation: Restrictions on soliciting employees or clients, used for consultants with significant client contact
3. Insurance: Insurance requirements for consultant, typically included for high-risk or regulated industry consulting
4. Data Protection: Specific obligations regarding personal data handling, required when consultant will process personal data
5. Force Majeure: Provisions for unforeseen circumstances, particularly relevant post-COVID
6. Anti-Corruption: Compliance with anti-corruption laws, important for government-related consulting
7. Assignment and Subcontracting: Rights to transfer obligations or use subcontractors, needed for larger consulting firms
1. Schedule 1 - Services: Detailed scope of services, deliverables, and timelines
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones
3. Schedule 3 - Key Personnel: Names and roles of key consultant team members
4. Schedule 4 - Service Levels: Performance metrics and quality standards
5. Schedule 5 - Client Policies: Relevant client policies consultant must comply with
6. Appendix A - Reporting Requirements: Format and frequency of progress reports
7. Appendix B - Change Request Process: Procedure for requesting and implementing changes to services
Appointment
Term
Services
Consultant Obligations
Client Obligations
Fees
Payment Terms
Expenses
Performance Standards
Reporting
Confidentiality
Data Protection
Intellectual Property
Non-Competition
Non-Solicitation
Independent Contractor Status
Representations and Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Termination
Post-Termination Obligations
Assignment
Subcontracting
Notice
Amendments
Entire Agreement
Severability
Governing Law
Dispute Resolution
Anti-Corruption
Counterparts
Technology
Financial Services
Manufacturing
Healthcare
Education
Professional Services
Energy
Real Estate
Telecommunications
Retail
Construction
Agriculture
Legal
Procurement
Human Resources
Finance
Operations
Compliance
Risk Management
Project Management Office
Business Development
Administration
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Procurement Manager
Project Manager
Human Resources Director
Operations Manager
Business Development Manager
Department Head
Risk Manager
Compliance Officer
Contract Administrator
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