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1. Parties: Identification of the client and consultant, including full legal names, addresses, and company registration details if applicable
2. Background: Context of the agreement, brief description of the client's business, and consultant's expertise
3. Definitions: Key terms used throughout the agreement defined for clarity and legal certainty
4. Appointment and Scope of Services: Clear description of consultant's appointment and the services to be provided
5. Term and Termination: Duration of the agreement, renewal terms, and circumstances for termination
6. Fees and Payment: Compensation structure, payment terms, expenses, and invoicing procedures
7. Independent Contractor Status: Clear statement of consultant's status as independent contractor, not employee
8. Obligations of the Consultant: Consultant's duties, standards of service, and compliance requirements
9. Obligations of the Client: Client's responsibilities, including provision of information and resources
10. Intellectual Property: Ownership and rights regarding created works and pre-existing IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnity: Limitation of liability and indemnification provisions
13. Insurance: Required insurance coverage and minimum limits
14. General Provisions: Standard clauses including governing law, notices, and entire agreement
1. Non-Competition: Restrictions on consultant's ability to work with competitors, used when consultant will have access to sensitive competitive information
2. Non-Solicitation: Prevents consultant from soliciting client's employees or customers, used in client-facing roles
3. Performance Metrics: Specific KPIs and performance standards, used for long-term or complex engagements
4. Change Control: Process for managing changes to scope or deliverables, useful for technical or project-based consulting
5. Data Protection: Specific provisions for handling personal data, required when consulting involves data processing
6. Force Majeure: Provisions for unforeseen circumstances, particularly relevant post-COVID
7. Dispute Resolution: Specific dispute resolution procedures, useful for high-value or complex engagements
8. Assignment and Subcontracting: Rights to assign or subcontract services, relevant for larger consulting firms
1. Schedule 1 - Services Description: 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 if applicable
4. Schedule 4 - Service Levels: Specific performance standards and metrics if applicable
5. Schedule 5 - Client Policies: Relevant client policies consultant must comply with
6. Appendix A - Confidential Information: Specific list of information deemed confidential
7. Appendix B - Required Insurance: Detailed insurance requirements and coverage limits
Services
Deliverables
Client
Consultant
Commencement Date
Term
Fees
Intellectual Property
Pre-existing Intellectual Property
New Intellectual Property
Confidential Information
Business Day
Force Majeure Event
Good Industry Practice
Key Personnel
Material Breach
Project
Purchase Order
Related Company
Representative
Schedule
Service Levels
Specifications
Variation
Working Hours
GST
Conflict of Interest
Client Materials
Background IP
Developed IP
Expenses
Insolvency Event
Laws
Milestone
Personal Information
Records
Territory
Third Party Materials
Work Product
Services
Term
Termination
Payment
Expenses
Invoicing
Performance Standards
Deliverables
Client Obligations
Consultant Obligations
Confidentiality
Intellectual Property
Data Protection
Privacy
Insurance
Liability
Indemnification
Warranties
Force Majeure
Non-Competition
Non-Solicitation
Assignment
Subcontracting
Dispute Resolution
Governing Law
Notices
Variation
Entire Agreement
Severability
Health and Safety
Compliance with Laws
Record Keeping
Audit Rights
Change Control
GST and Taxation
Conflicts of Interest
Client Resources
Key Personnel
Service Levels
Information Technology
Management Consulting
Professional Services
Financial Services
Healthcare
Engineering
Education
Marketing and Advertising
Environmental Services
Human Resources
Legal Services
Real Estate
Construction
Manufacturing
Retail
Legal
Procurement
Human Resources
Finance
Operations
Compliance
Risk Management
Project Management Office
Business Development
Strategy
Information Technology
Chief Executive Officer
Chief Financial Officer
Procurement Manager
Legal Counsel
HR Director
Project Manager
Business Development Manager
Operations Manager
Department Head
Risk Manager
Compliance Officer
Finance Manager
IT Manager
Management Consultant
Technical Consultant
Strategy Consultant
Business Analyst
Independent Contractor
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