Consultancy agreement (standard)

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
   Client
   materials; licence of
   Client
   materials; warranties relating to 
   Client
   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
    confidentiality obligations:
   Consultant
   confidentiality undertaking; disclosure of confidential information by
   Consultant
    to certain persons; exceptions to
   Consultant
   confidentiality obligations; disclosures of
   Client
   confidential information mandated by law etc;
   Consultant
   to stop using confidential information upon termination;
   Consultant
   to delete confidential information following termination;
   Consultant
   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 processed by 
    the Consultant
     (GDPR); purposes of processing of personal data by 
    the Consultant
     (GDPR); duration of personal data processing by
    Consultant
    (GDPR); personal data processed by
    Consultant
    on instructions (GDPR); authorised international transfers of personal data (GDPR); informing 
    Client
     of illegal 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); authorisation for
    Consultant
    to appoint sub-processors (GDPR);
    Consultant
     to assist with exercise of data subject rights (GDPR);
    Consultant
     to assist with compliance (GDPR); obligation to notify 
    Client
    of personal data breach (GDPR);
    Consultant
     to provide data protection compliance 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;
    Client
    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 asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment; rights of termination supplemental or exclusive.
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 misrepresentation; section subject to caveats to limits of liability.
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.