Business Consulting Agreement Template for England and Wales

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Key Requirements PROMPT example:

Business Consulting Agreement

"I need a Business Consulting Agreement for my tech startup to engage a strategic consultant for a 6-month digital transformation project starting January 2025, with specific provisions for protecting our intellectual property and maintaining strict confidentiality of our product roadmap."

Document background
The Business Consulting Agreement is essential for any professional consulting engagement in England and Wales. It provides a comprehensive framework for the consulting relationship, protecting both parties' interests while ensuring compliance with UK legislation. This document is particularly important as it defines the scope of services, establishes payment terms, addresses intellectual property rights, and includes necessary provisions for data protection and confidentiality. The agreement helps prevent misunderstandings and provides clear recourse in case of disputes.
Suggested Sections

1. Parties: Identifies and defines the contracting parties - the consultant and the client

2. Background: Sets out the context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Services: Details the scope of consulting services to be provided

5. Fees and Payment: Specifies payment terms, rates, and invoicing procedures

6. Term and Termination: Defines duration and conditions for ending the agreement

7. Confidentiality: Obligations regarding confidential information

8. Intellectual Property: Ownership and rights to work products and existing IP

9. Data Protection: Compliance with data protection laws and handling of personal data

10. Liability and Indemnification: Limits of liability and indemnification obligations

Optional Sections

1. Non-Compete: Restrictions on competitive activities - used when protecting against competition is crucial

2. Insurance: Insurance requirements for the consultant - used for high-risk or regulated services

3. Force Majeure: Provisions for unforeseeable circumstances - used when service delivery might be affected by external events

4. Anti-Bribery: Compliance with anti-corruption laws - used for international work or public sector clients

5. Assignment: Rights to transfer the agreement - used when transfer rights need to be restricted

Suggested Schedules

1. Schedule 1 - Services Description: Detailed scope of services and deliverables

2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms

3. Schedule 3 - Service Levels: Performance metrics and standards

4. Schedule 4 - Key Personnel: List of key consultant team members

5. Appendix A - Data Processing Agreement: Detailed data protection obligations if handling personal data

Authors

Alex Denne

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

Clauses
Industries

Common Law Contract Principles: Fundamental principles governing contract formation, offer, acceptance, consideration, and intention to create legal relations under English common law

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract to which they are not a direct party

Unfair Contract Terms Act 1977: Controls the use of exclusion and limitation clauses in contracts, setting limits on what terms can be considered fair and enforceable

Consumer Rights Act 2015: Legislation protecting consumers in business transactions, relevant if consulting services might involve business-to-consumer relationships

Supply of Goods and Services Act 1982: Sets out implied terms for contracts involving the supply of services, including that services must be carried out with reasonable care and skill

Services Regulation 2009: Regulations governing service providers in the UK, including disclosure requirements and professional liability

UK General Data Protection Regulation (UK GDPR): Post-Brexit data protection legislation governing how personal data must be handled, processed, and protected

Data Protection Act 2018: The UK's implementation of data protection laws, working alongside UK GDPR to regulate personal data processing

Privacy and Electronic Communications Regulations (PECR): Specific rules governing privacy and electronic communications, including electronic marketing and cookies

Copyright, Designs and Patents Act 1988: Protects intellectual property rights including copyright in works created during consulting engagements

Trade Marks Act 1994: Legislation protecting trademarks and governing their use in business relationships

Employment Rights Act 1996: Relevant for ensuring consultant status is clearly distinguished from employment relationships

IR35 Legislation: Tax regulations determining whether a consultant should be treated as an employee for tax purposes

Late Payment of Commercial Debts (Interest) Act 1998: Allows businesses to claim interest on late payments from other businesses

Late Payment of Commercial Debts Regulations 2013: Updated regulations on payment terms and compensation for late payment in commercial transactions

Bribery Act 2010: Anti-corruption legislation affecting business relationships and requiring adequate procedures to prevent bribery

Competition Act 1998: Prohibits anti-competitive agreements and abuse of dominant market positions

Enterprise Act 2002: Framework for merger control and market investigations, relevant for consulting agreements that might affect market competition

Arbitration Act 1996: Framework for arbitration as an alternative dispute resolution method in England and Wales

Civil Procedure Rules: Rules governing civil litigation in England and Wales, relevant for dispute resolution clauses

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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