Consulting Agreement With Former Employer Template for Philippines

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Key Requirements PROMPT example:

Consulting Agreement With Former Employer

"Need a Consulting Agreement with Former Employer for our departing Chief Technology Officer who will provide 6 months of technical knowledge transfer and project handover services starting March 1, 2025, with specific focus on maintaining our proprietary software systems."

Document background
The Consulting Agreement With Former Employer is a crucial document used when a company wishes to retain the expertise and knowledge of a former employee in a consulting capacity under Philippine jurisdiction. This arrangement is particularly common in situations where the employee's specialized knowledge or experience remains valuable to the organization, but both parties prefer a more flexible independent contractor relationship. The agreement must carefully navigate Philippine labor laws to ensure proper classification of the new relationship while addressing potential conflicts related to confidentiality, intellectual property, and competition. It includes specific provisions required under Philippine legislation, including compliance with the Labor Code, Civil Code, and relevant tax regulations. The document is especially relevant in cases of senior executive transitions, technical expert retention, or project-specific consulting arrangements.
Suggested Sections

1. Parties: Identifies the former employer (the Company) and the former employee (the Consultant), including their full legal names and addresses

2. Background: Outlines the previous employment relationship, the termination of that relationship, and the parties' desire to enter into a consulting arrangement

3. Definitions: Defines key terms used throughout the agreement, including 'Services', 'Deliverables', 'Confidential Information', and 'Intellectual Property'

4. Scope of Services: Detailed description of the consulting services to be provided, including specific projects, responsibilities, and deliverables

5. Term and Termination: Specifies the duration of the consulting agreement and conditions for termination by either party

6. Compensation and Payment Terms: Details the consulting fees, payment schedule, expenses, and invoicing procedures

7. Independent Contractor Status: Explicitly establishes that the relationship is that of an independent contractor, not employment

8. Confidentiality: Obligations regarding confidential information, including both from previous employment and during consulting

9. Intellectual Property Rights: Ownership and rights to work product created during the consulting period

10. Non-Competition and Non-Solicitation: Restrictions on competing activities and soliciting employees or clients

11. Representation and Warranties: Statements of fact and promises made by both parties

12. Indemnification: Obligations to protect each party from losses caused by the other's actions

13. General Provisions: Standard clauses including governing law, notices, amendments, and entire agreement

Optional Sections

1. Transition Services: Used when the consultant needs to transfer knowledge or complete handover from previous employment role

2. Performance Metrics: Include when specific measurable outcomes or KPIs are required for the consulting services

3. Exclusivity: When the consultant is required to work exclusively with the company during the consulting period

4. Insurance Requirements: Include when the consultant must maintain specific insurance coverage

5. Data Protection and Privacy: Required when the consultant will handle personal or sensitive data

6. Dispute Resolution: Optional alternative dispute resolution procedures like mediation or arbitration

7. Force Majeure: Include when parties want specific provisions for handling unforeseen circumstances

8. Stock Options or Benefits: Used when consulting arrangement includes continued vesting or exercise rights from previous employment

Suggested Schedules

1. Schedule A - Scope of Services: Detailed breakdown of specific services, projects, and deliverables

2. Schedule B - Fee Schedule: Detailed compensation structure, including hourly rates, project fees, or retainer amounts

3. Schedule C - Service Levels: Performance standards and metrics for service delivery

4. Schedule D - Company Policies: Relevant company policies that still apply to the consultant

5. Appendix 1 - Confidential Information: Specific list of confidential information and materials

6. Appendix 2 - Pre-existing IP: List of intellectual property owned by either party prior to the consulting arrangement

7. Appendix 3 - Approved Outside Activities: List of other business activities or clients approved by the company

8. Appendix 4 - Key Contacts: List of key personnel for project management and administration

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Professional Services

Financial Services

Manufacturing

Healthcare

Energy

Telecommunications

Construction

Education

Mining

Real Estate

Pharmaceutical

Relevant Teams

Legal

Human Resources

Finance

Operations

Information Technology

Research and Development

Executive Leadership

Project Management Office

Procurement

Compliance

Relevant Roles

Chief Executive Officer

Chief Technical Officer

Senior Manager

Technical Specialist

Project Manager

Department Head

Senior Engineer

Financial Controller

Operations Director

Research Scientist

Product Manager

Systems Architect

Business Development Director

Subject Matter Expert

Industries
Labor Code of the Philippines (Presidential Decree No. 442): Contains provisions on employment relationships, independent contractor status, and post-employment obligations. Essential for clearly defining the new consulting relationship as distinct from previous employment.
Civil Code of the Philippines (Republic Act No. 386): Governs contracts, obligations, and general principles of Philippine contract law. Particularly relevant for contract formation, validity, and enforcement provisions.
Intellectual Property Code of the Philippines (Republic Act No. 8293): Crucial for addressing IP rights, especially concerning work produced during previous employment versus new consulting work.
Data Privacy Act of 2012 (Republic Act No. 10173): Regulates the handling of personal and sensitive information, particularly important when the consultant may have access to confidential company data.
National Internal Revenue Code: Covers tax obligations for consulting services, including VAT requirements and income tax considerations for independent contractors.
Anti-Graft and Corrupt Practices Act (Republic Act No. 3019): Ensures compliance with anti-corruption laws, particularly relevant when dealing with former employers who may be government-affiliated entities.
Securities Regulation Code (Republic Act No. 8799): Important if the consulting work involves access to material non-public information or if the former employer is a publicly listed company.
Trade Secrets Act (Republic Act No. 8293, as part of IP Code): Specifically addresses protection of confidential business information and trade secrets, crucial for consulting relationships with former employers.
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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