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Consultant Services Master Agreement
"I need a Consultant Services Master Agreement for my technology company based in Ontario, Canada, that will be engaging software development consultants from various provinces, with strong IP protection clauses and data privacy requirements."
1. Parties: Identification of the company and consultant, including full legal names and addresses
2. Background: Context of the agreement and general nature of consulting services to be provided
3. Definitions: Key terms used throughout the agreement including 'Services', 'Deliverables', 'Intellectual Property', 'Confidential Information'
4. Engagement and Scope: Framework for engaging consultant and general scope of services
5. Independent Contractor Relationship: Clear statement of independent contractor status and relationship between parties
6. Statements of Work: Process for creating, approving and executing specific SOWs under the master agreement
7. Fees and Payment Terms: Framework for compensation, invoicing, expenses, and payment terms
8. Intellectual Property Rights: Ownership and transfer of IP created during the engagement
9. Confidentiality: Protection of confidential information and trade secrets
10. Representations and Warranties: Basic promises about capability, quality, and compliance with laws
11. Indemnification: Mutual or one-way indemnification obligations
12. Limitation of Liability: Caps on liability and exclusions of certain types of damages
13. Term and Termination: Duration of agreement and termination rights
14. General Provisions: Standard boilerplate including governing law, notices, assignment, etc.
1. Insurance: Requirements for specific insurance coverage - include when consultant provides high-risk services
2. Data Protection: Specific provisions for handling personal data - include when consultant will access personal information
3. Non-Competition: Restrictions on competing activities - include for strategic consultants with access to sensitive information
4. Non-Solicitation: Restrictions on soliciting employees or clients - include for consultants with significant client contact
5. Compliance with Policies: Obligation to comply with client policies - include when consultant works on-site or with client systems
6. Background Checks: Requirements for security clearance - include for work with sensitive information or regulated industries
7. Service Levels: Specific performance metrics - include for technical or ongoing operational consulting
8. Disaster Recovery: Business continuity requirements - include for critical service providers
1. Schedule A - Form of Statement of Work: Template SOW including scope, deliverables, timeline, and fees
2. Schedule B - Rate Card: Standard rates for different types of services or consultant roles
3. Schedule C - Service Levels: Detailed service level requirements and measurements if applicable
4. Schedule D - Insurance Requirements: Specific insurance types and coverage amounts required
5. Schedule E - Approved Subcontractors: List of pre-approved subcontractors if applicable
6. Appendix 1 - Data Protection Requirements: Detailed data handling and privacy requirements
7. Appendix 2 - Security Requirements: IT security and access control requirements
8. Appendix 3 - Compliance Requirements: Industry-specific compliance requirements if applicable
Authors
Technology
Management Consulting
Professional Services
Healthcare
Financial Services
Manufacturing
Energy
Telecommunications
Education
Construction
Engineering
Research and Development
Information Technology
Business Services
Legal
Procurement
Human Resources
Finance
Operations
Vendor Management
Risk Management
Compliance
Project Management Office
Information Technology
Supply Chain
Procurement Manager
Legal Counsel
Contract Manager
Project Manager
Human Resources Director
Chief Financial Officer
Operations Manager
Vendor Management Specialist
Risk Management Officer
Compliance Officer
Business Unit Director
Chief Technology Officer
Program Manager
Resource Manager
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