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Consultant Services Master Agreement
"I need a Consultant Services Master Agreement for my technology company based in Sydney, with strong IP protection clauses and data security provisions, as we'll be engaging IT consultants who will have access to our proprietary software and customer data."
1. Parties: Identifies and provides details of the contracting parties - the service provider (consultant) and the client
2. Background: Sets out the context of the agreement and the parties' intentions
3. Definitions and Interpretation: Defines key terms used throughout the agreement and establishes interpretation rules
4. Term and Termination: Specifies the duration of the agreement and circumstances for termination
5. Engagement and Scope: Establishes the nature of the relationship and general framework for services
6. Service Orders: Process for requesting and accepting specific consulting assignments
7. Consultant Obligations: Key responsibilities and service standards expected from the consultant
8. Client Obligations: Client's responsibilities including provision of information and access
9. Fees and Payment: Payment terms, invoicing procedures, and expense policies
10. Intellectual Property Rights: Ownership and usage rights for created materials and pre-existing IP
11. Confidentiality: Protection and handling of confidential information
12. Privacy and Data Protection: Obligations regarding personal data handling and privacy compliance
13. Liability and Indemnification: Risk allocation between parties and liability limitations
14. Insurance: Required insurance coverage and minimum limits
15. General Provisions: Standard boilerplate clauses including notices, amendment process, and governing law
1. Non-Competition: Restrictions on competitive activities, used when consultant may gain competitive insights
2. Non-Solicitation: Prevents poaching of employees/clients, included when there's significant exposure to internal resources
3. Security Requirements: Specific security protocols, needed when handling sensitive information or accessing secure systems
4. Compliance with Client Policies: Adherence to client's internal policies, included for on-site or integrated consultants
5. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term or critical service arrangements
6. Business Continuity: Disaster recovery and service continuation requirements, for critical service provisions
7. Audit Rights: Client's right to audit consultant's records, important for regulated industries or complex billing arrangements
8. Change Control: Process for managing changes to services or terms, useful for long-term or complex engagements
1. Schedule 1 - Fee Schedule: Detailed rate cards, payment terms, and expense policies
2. Schedule 2 - Service Levels: Performance metrics, reporting requirements, and quality standards
3. Schedule 3 - Standard Service Order Template: Template for individual service requests under the master agreement
4. Schedule 4 - Insurance Requirements: Specific insurance types, coverage amounts, and certificate requirements
5. Schedule 5 - Key Personnel: Identification of essential consultant team members and their roles
6. Schedule 6 - Approved Subcontractors: List of pre-approved subcontractors and their authorized scope
7. Appendix A - Security and Privacy Requirements: Detailed security protocols and privacy compliance requirements
8. Appendix B - Client Policies: Relevant client policies that consultant must comply with
Authors
Applicable Laws
Business Day
Change Request
Client
Client Materials
Confidential Information
Consultant
Consultant Materials
Deliverables
Documentation
Effective Date
Fees
Force Majeure Event
GST
Initial Term
Intellectual Property Rights
Key Personnel
Loss
Personal Information
Pre-existing IP
Project
Representatives
Services
Service Order
Service Levels
Specifications
Subcontractor
Term
Third Party Materials
Work Product
Appointment
Term
Services
Service Orders
Performance Standards
Personnel
Payment
GST
Intellectual Property
Confidentiality
Privacy
Data Protection
Warranties
Insurance
Liability
Indemnification
Termination
Force Majeure
Assignment
Subcontracting
Non-Solicitation
Non-Competition
Dispute Resolution
Notices
Audit Rights
Compliance with Laws
Work Health and Safety
Business Continuity
Change Management
Relationship of Parties
Governing Law
Entire Agreement
Variation
Severability
Waiver
Counterparts
Technology
Financial Services
Healthcare
Professional Services
Manufacturing
Education
Energy
Construction
Telecommunications
Mining
Retail
Government
Non-profit
Legal
Procurement
Finance
Human Resources
Operations
Risk Management
Compliance
Commercial
Vendor Management
Project Management Office
Business Development
Chief Executive Officer
Chief Financial Officer
Chief Legal Officer
General Counsel
Procurement Manager
Contract Manager
Project Manager
Legal Counsel
HR Director
Operations Manager
Risk Manager
Compliance Officer
Business Unit Director
Commercial Manager
Vendor Manager
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