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Consultant Engagement Agreement Template for England and Wales

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Key Requirements PROMPT example:

Consultant Engagement Agreement

"I need a Consultant Engagement Agreement for hiring a cybersecurity consultant to work on a 6-month project starting January 2025, with strict confidentiality provisions and specific IP assignments for any security tools developed during the engagement."

Document background
The Consultant Engagement Agreement is essential when organizations wish to formally engage external expertise while maintaining clear boundaries of an independent contractor relationship. This contract type is specifically designed to comply with English and Welsh law, addressing key aspects such as IR35 considerations, intellectual property rights, and data protection requirements. It provides comprehensive coverage of service delivery terms, payment structures, and mutual obligations while protecting both parties' interests through clear liability and confidentiality provisions.
Suggested Sections

1. Parties: Identification and details of the contracting parties including full legal names, registered addresses, and company numbers if applicable

2. Background: Context of the consulting arrangement, including brief description of the client's business and reason for engaging the consultant

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

4. Services: Detailed description of consulting services to be provided, including scope, deliverables, and performance standards

5. Fees and Payment: Compensation terms, payment schedule, expenses policy, and invoicing requirements

6. Term and Termination: Duration of agreement, renewal terms, and circumstances for termination including notice periods

7. Intellectual Property: Ownership and rights to work product, pre-existing IP, and license grants

8. Confidentiality: Protection of confidential information, duration of obligations, and permitted disclosures

9. Independent Contractor Status: Clear statement of independent contractor relationship, tax responsibilities, and no employment relationship

10. Liability and Indemnification: Limitations of liability, indemnification obligations, and exclusions

11. General Provisions: Standard boilerplate clauses including notices, assignment, entire agreement, and governing law

Optional Sections

1. Non-Compete: Restrictions on competitive activities during and after the engagement, typically used for sensitive or strategic consulting roles

2. Insurance: Professional indemnity and other insurance requirements, including minimum coverage amounts

3. Data Protection: Specific obligations regarding personal data processing, GDPR compliance, and data security measures

4. Change Control: Process for managing changes to services or deliverables, useful for longer-term or complex engagements

5. Service Levels: Specific performance metrics and standards, typically used for ongoing service provision

Suggested Schedules

1. Schedule 1 - Services Description: Detailed scope of services, deliverables, timelines, and acceptance criteria

2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, payment milestones, and expenses policy

3. Schedule 3 - Key Personnel: Details of key individuals providing services, their qualifications, and replacement procedures

4. Schedule 4 - Client Policies: Relevant client policies that consultant must comply with (e.g., IT security, health and safety)

5. Schedule 5 - Data Processing Agreement: Detailed terms for personal data processing if required under data protection laws

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions

























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Relevant Industries
Relevant Teams
Relevant Roles
Industries

Employment Rights Act 1996: Primary legislation governing employment rights and status determination, crucial for properly distinguishing between employees and independent consultants

IR35 Legislation: Tax legislation governing off-payroll working rules, essential for determining tax status of consultants and ensuring proper tax treatment

Agency Workers Regulations 2010: Regulations protecting agency workers' rights, may be relevant if consultant is engaged through an agency

Income Tax Act 2007: Fundamental tax legislation affecting how consultants' income is taxed and reported

National Insurance Contributions Act 2014: Legislation governing social security contributions, affecting how consultant payments are treated for NI purposes

UK GDPR: Data protection regulation governing how personal data must be handled, processed, and protected

Data Protection Act 2018: UK's implementation of data protection requirements, including specific provisions for processing personal data

Copyright, Designs and Patents Act 1988: Primary legislation governing intellectual property rights, crucial for determining ownership of work created by consultants

Trade Marks Act 1994: Legislation protecting trademarks and related intellectual property, relevant for consultants working with company brands

Equality Act 2010: Anti-discrimination legislation protecting individuals from unfair treatment based on protected characteristics

Health and Safety at Work Act 1974: Primary legislation ensuring workplace safety, applicable even to consultants working on client premises

Unfair Contract Terms Act 1977: Legislation controlling unfair terms in contracts, ensuring balance and fairness in consultant agreements

Trade Secrets Regulations 2018: Regulations protecting confidential business information and trade secrets, crucial for consultant confidentiality obligations

Competition Act 1998: Legislation governing anti-competitive behavior, relevant for non-compete and restriction clauses

Limitation Act 1980: Legislation setting time limits for bringing legal claims, important for dispute resolution provisions

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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