Software Consulting Agreement Template for England and Wales

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Key Requirements PROMPT example:

Software Consulting Agreement

"Need a Software Consulting Agreement for our startup to hire a senior software consultant to develop our fintech application, with strong IP protection clauses and monthly payment terms, starting March 2025."

Document background
The Software Consulting Agreement is essential for businesses engaging external software expertise in England and Wales. This document establishes the professional relationship between software consultants and their clients, defining project scope, deliverables, and commercial terms. It includes crucial provisions for intellectual property rights, data protection compliance, and confidentiality, while addressing specific requirements under UK legislation. The agreement is particularly valuable for technology projects requiring specialized expertise, whether for short-term assignments or ongoing consulting arrangements.
Suggested Sections

1. Parties: Identification and details of the consulting firm and client

2. Background: Context of the agreement and brief description of the services

3. Definitions: Key terms used throughout the agreement

4. Services: Detailed description of consulting services to be provided

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

6. Intellectual Property Rights: Ownership and licensing of developed software and materials

7. Confidentiality: Protection of sensitive information and trade secrets

8. Term and Termination: Duration of agreement and termination provisions

9. Data Protection: Compliance with GDPR and data protection laws

Optional Sections

1. Service Levels: Specific performance metrics and standards - use when specific deliverables or performance metrics need to be measured

2. Change Control: Process for managing changes to services or specifications - recommended for longer-term or complex projects

3. Force Majeure: Provisions for unforeseen circumstances - recommended for high-value or critical services

4. Non-Solicitation: Restrictions on hiring each other's employees - use when protecting against staff poaching is important

Suggested Schedules

1. Schedule 1 - Services Description: Detailed specification of services to be provided

2. Schedule 2 - Charges and Payment: Detailed fee structure and payment terms

3. Schedule 3 - Service Levels: Performance metrics and measurement criteria

4. Schedule 4 - Data Processing Agreement: Detailed data protection obligations and procedures

5. Appendix A - Project Timeline: Delivery milestones and project schedule

6. Appendix B - Key Personnel: Details of key team members and their roles

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

Relevant Industries
Relevant Teams
Relevant Roles
Industries

Supply of Goods and Services Act 1982: Primary legislation governing service quality standards and obligations in service contracts

Contracts (Rights of Third Parties) Act 1999: Regulates how third parties may enforce terms of a contract

Consumer Rights Act 2015: Protects consumer rights if the client is classified as a consumer rather than a business

Data Protection Act 2018 and UK GDPR: Governs the processing and protection of personal data in the UK

Copyright, Designs and Patents Act 1988: Protects intellectual property rights, particularly relevant for software development

Computer Misuse Act 1990: Deals with unauthorized access to computer systems and software security

Employment Rights Act 1996: Ensures proper classification of contractors vs. employees and related rights

IR35 Legislation: Determines tax status for off-payroll working and contractor arrangements

Working Time Regulations 1998: Governs working hours and time management if applicable to consulting arrangement

Trade Secrets Regulations 2018: Protects confidential business information and trade secrets

Competition Act 1998: Ensures compliance with competition law and prevents anti-competitive practices

Electronic Commerce Regulations 2002: Governs electronic business transactions and digital service provision

Electronic Communications Act 2000: Provides legal framework for electronic communications and digital signatures

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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