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Client Engagement Agreement
"I need a Client Engagement Agreement for my IT consulting firm based in Bangalore, providing software development services to a US-based client, with project completion scheduled for March 2025; the agreement should include strong IP protection and data privacy clauses."
1. Parties: Identifies and provides full legal details of the service provider and the client
2. Background: Provides context for the engagement and establishes the intent of both parties to enter into the agreement
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Services: Detailed description of services to be provided, including deliverables and any exclusions
5. Term and Timeline: Duration of the engagement and key milestone dates
6. Fees and Payment Terms: Details of fees, payment schedule, expenses, and invoicing procedures
7. Rights and Obligations: Respective responsibilities and obligations of both parties
8. Confidentiality: Provisions for handling confidential information and trade secrets
9. Intellectual Property Rights: Ownership and usage rights of pre-existing and created IP
10. Data Protection and Privacy: Compliance with data protection laws and data handling procedures
11. Limitation of Liability: Extent and limitations of service provider's liability
12. Termination: Conditions and procedures for terminating the agreement
13. Governing Law and Jurisdiction: Specifies Indian law as governing law and defines jurisdiction for dispute resolution
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Compete: Restrictions on competitive activities, used when sensitive industry knowledge is involved
2. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term engagements
3. Insurance: Insurance requirements, typically included for high-risk or regulated services
4. Compliance with Anti-Corruption Laws: Added when dealing with government clients or international transactions
5. Assignment and Subcontracting: Include when there's possibility of involving third parties or transfer of rights
6. Service Level Agreement: Used when specific performance metrics need to be maintained
7. Change Control: Procedures for managing changes to scope, relevant for complex or long-term projects
8. Audit Rights: Include when client requires right to audit service provider's work or records
1. Schedule 1 - Detailed Scope of Services: Comprehensive breakdown of services, methodologies, and deliverables
2. Schedule 2 - Fee Schedule: Detailed fee structure, rates, and payment milestones
3. Schedule 3 - Key Personnel: Details of key team members and their roles in the engagement
4. Schedule 4 - Service Levels: Specific performance metrics and service standards if applicable
5. Schedule 5 - Client Materials and Requirements: List of materials, access, and support to be provided by the client
6. Appendix A - Required Forms and Templates: Standard forms for reporting, invoicing, or other routine communications
7. Appendix B - Compliance Requirements: Specific regulatory or industry compliance requirements
8. Appendix C - Data Processing Agreement: Detailed procedures for handling personal or sensitive data
Authors
Information Technology
Management Consulting
Financial Services
Professional Services
Legal Services
Engineering Services
Healthcare Services
Education and Training
Marketing and Advertising
Research and Development
Environmental Services
Architecture and Design
Business Process Outsourcing
Human Resources Services
Legal
Compliance
Business Development
Sales
Operations
Finance
Risk Management
Client Relations
Professional Services
Contract Administration
Project Management
Account Management
Chief Executive Officer
Managing Director
Legal Counsel
Contract Manager
Business Development Manager
Project Manager
Account Manager
Operations Director
Compliance Officer
Risk Manager
Finance Director
Sales Director
Professional Services Director
Partner
Senior Consultant
Department Head
Practice Leader
Client Relations Manager
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