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Consultancy agreement (standard)

For many consultancy arrangements, this standard agreement will represent a sensible compromise between legal certainty and protection on the one hand, and documentary complexity on the other. It builds on our basic consultancy agreement, without including all of the optional provisions of the premium consultancy agreement.

Issues that are not covered in the basic document but are addressed in this standard document include: the provision of works and materials by the customer; reporting obligations; inter-party cooperation and information exchange; licensing and/or assignment of intellectual property rights; personal data processing; confidentiality; indemnity protection for the customer; and the adjustment of charges/fees over the longer term.

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Consultancy agreement (standard) contents

  1. Definitions: definitions.
  2. Term: commencement of term; end of term.
  3. Services: obligation to provide services; standard of services; devotion of personnel to services; keeping customer informed of services; services: compliance with reasonable customer requests; services: compliance with internal policies.
  4. Deliverables: obligation to deliver deliverables; feedback on deliverables; timetable for delivery of deliverables; deliverables warranties (no acceptance procedure).
  5. Client
    Materials:
    supply of second party materials; licence of second party materials; warranties relating to second party materials.
  6. Intellectual Property Rights: assignment of intellectual property rights in deliverables; licence to use deliverables; mixed assignment and licence of rights; licensing of third party materials; waiver of moral rights in deliverables; further assurance (intellectual property).
  7. Charges: obligation to pay charges; time-base charges limitations; amounts inclusive or exclusive of VAT; variation of charges.
  8. Payments: issue of invoices; time for payment of charges following invoice; payment methods; interest on late payments.
  9. Consultant
    's confidentiality obligations:
    first party confidentiality undertaking; disclosure of confidential information by first party to certain persons; exceptions to first party's confidentiality obligations; disclosures of second party confidential information mandated by law etc; first party to stop using confidential information upon termination; first party to return or destroy confidential information following termination; first party confidentiality obligations after termination.
  10. Data protection: compliance with data protection laws; warranty of
    Client
    's right to disclose personal data (GDPR); details of personal data and purposes of processing by 
    the Consultant
     (GDPR); duration of personal data processing by
    Consultant
    (GDPR); personal data processed by
    Consultant
    on instructions (GDPR); personal data processed by
    Consultant
    as required by law (GDPR); confidentiality obligations on
    Consultant
     persons processing personal data (GDPR); security of personal data processed by 
    Consultant
     (GDPR); appointment of sub-processor by
    Consultant
    (GDPR);
    Consultant
     to assist with exercise of data subject rights (GDPR);
    Consultant
     to assist with compliance (GDPR);
    Consultant
     to provide information (GDPR); deletion of personal data by 
    Consultant
     (GDPR);
    Consultant
     to allow audit (GDPR); changes to data protection law.
  11. Warranties: first party general warranties; second party warranty of authority; exclusion of implied warranties and representations.
  12. Indemnity: first party indemnifies second party upon breach (deliverables); conditions upon first party indemnity; limitations of liability vs indemnities.
  13. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; per event liability cap upon services contract; aggregate liability cap upon services contract.
  14. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  15. Termination: termination without cause (optionally assymetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment.
  16. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  17. Status of
    Consultant
    :
    first party is independent contractor not employee; no redundancy or compensation.
  18. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  19. Subcontracting: no subcontracting without consent; subcontracting permitted; first party responsible for subcontracted obligations.
  20. Assignment: assignment by first party; assignment by second party.
  21. No waivers: no unwritten waivers of breach; no continuing waiver.
  22. Severability: severability of whole; severability of parts.
  23. Third party rights: third party rights: benefit; third party rights: exercise of rights.
  24. Variation: variation in writing and signed.
  25. Entire agreement: entire agreement: documents; no mispresentation; section subject to caveats to limits of liablity.
  26. Law and jurisdiction: governing law; jurisdiction.
  27. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (SERVICES PARTICULARS)

  1. Specification of Services: specification of services prompt.
  2. Specification of Deliverables: specification of deliverables prompt.
  3. Timetable: timetable prompt.
  4. Client
    Materials
    :
    second party materials prompt.
  5. Financial provisions: financial provisions prompt.

SCHEDULE 2 (DATA PROCESSING INFORMATION)

  1. Categories of data subject: prompt for categories of data subject.
  2. Types of Personal Data: prompt for types of personal data.
  3. Purposes of processing: prompt for personal data processing purposes.
  4. Security measures for Personal Data: prompt for security measures for personal data.
  5. Sub-processors of Personal Data: prompt for identifying sub-processors of personal data.
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