Project Commission Agreement Template for England and Wales

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Key Requirements PROMPT example:

Project Commission Agreement

"I need a Project Commission Agreement for a software development project starting in March 2025, where we'll be engaging an external development agency to build our company's new mobile app, with specific milestone deliverables and IP transfer requirements."

Document background
The Project Commission Agreement serves as a comprehensive framework for project-based engagements in England and Wales. This document is essential when organizations need to formally commission specific project work from external service providers. It outlines the project's scope, objectives, deliverables, timelines, and commercial terms while protecting both parties' interests through clear allocation of responsibilities and risks. The agreement incorporates relevant UK legislative requirements and common law principles, making it suitable for various sectors from technology to construction. Particularly important for complex projects requiring detailed documentation of deliverables and milestones.
Suggested Sections

1. Parties: Identification and details of contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Scope of Services: Detailed description of project deliverables and services

5. Payment Terms: Fees, payment schedule, and invoicing arrangements

6. Timeline and Milestones: Project schedule and key delivery dates

7. Intellectual Property Rights: Ownership and usage rights of project outputs

8. Confidentiality: Protection of confidential information and trade secrets

9. Warranties and Representations: Guarantees and assurances provided by both parties

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

11. Termination: Conditions and procedures for ending the agreement

12. General Provisions: Standard legal provisions including governing law, notices, and assignment

Optional Sections

1. Change Control: Process for managing project changes and variations

2. Service Levels: Performance metrics, standards, and remedies for non-compliance

3. Data Protection: GDPR compliance and data handling requirements

4. Force Majeure: Provisions for handling unforeseeable circumstances

5. Insurance: Required insurance coverage and limits

6. Dispute Resolution: Procedures for resolving disputes between parties

Suggested Schedules

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

2. Schedule 2 - Charges and Payment: Detailed breakdown of fees and payment structure

3. Schedule 3 - Project Timeline: Detailed project plan and milestone dates

4. Schedule 4 - Key Personnel: Details of key team members and their roles

5. Schedule 5 - Service Levels: Detailed performance metrics and measurement criteria

6. Appendix A - Change Request Form: Template for requesting and documenting project changes

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
Relevant Industries
Relevant Teams
Relevant Roles
Industries

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

Supply of Goods and Services Act 1982: Sets out implied terms in contracts for the supply of services, including requirements for reasonable care and skill

Late Payment of Commercial Debts (Interest) Act 1998: Provides for statutory interest on late payments in commercial transactions

Consumer Rights Act 2015: Protects consumer rights and defines trader obligations when dealing with consumers

Employment Rights Act 1996: Establishes fundamental employment rights and obligations in the UK

National Minimum Wage Act 1998: Sets minimum payment requirements for workers in the UK

Working Time Regulations 1998: Governs maximum working hours, rest breaks, and holiday entitlements

Agency Workers Regulations 2010: Ensures equal treatment for temporary agency workers

Copyright, Designs and Patents Act 1988: Protects intellectual property rights related to creative works, designs, and inventions

Trade Marks Act 1994: Regulates the registration and protection of trademarks

Patents Act 1977: Governs the registration and protection of patents in the UK

UK GDPR: Regulates the processing and handling of personal data in the UK post-Brexit

Data Protection Act 2018: Implements and supplements the UK GDPR, providing the UK's data protection framework

Modern Slavery Act 2015: Addresses forced labor and human trafficking in supply chains and operations

Bribery Act 2010: Criminalizes bribery and requires commercial organizations to prevent bribery

Health and Safety at Work etc. Act 1974: Sets out general duties for workplace health and safety

Environmental Protection Act 1990: Regulates environmental protection and waste management

Common Law - Contract Formation: Legal principles governing offer, acceptance, and intention to create legal relations

Common Law - Consideration: Principle requiring exchange of value between parties for contract validity

Common Law - Breach of Contract: Legal principles governing failure to perform contractual obligations

Common Law - Remedies: Legal principles governing compensation and other remedies for breach of contract

Common Law - Misrepresentation: Legal principles covering false statements inducing contract formation

Common Law - Force Majeure: Principles governing unforeseeable circumstances preventing contract fulfillment

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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