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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."
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
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
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
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