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Subconsultant Agreement
"Need a Subconsultant Agreement for engaging a specialist IT security consultant to work on our client's banking software project, starting January 2025, with strict confidentiality provisions and clear IP assignment clauses."
1. Parties: Identification and details of the contracting parties, including registered addresses and company numbers
2. Background: Context of the agreement, including the main contract and the reason for subcontracting
3. Definitions: Defined terms used throughout the agreement, including Main Contract, Services, and Client
4. Appointment and Scope: Terms of appointment and detailed scope of subconsultant services
5. Subconsultant Obligations: Key obligations including standard of care, compliance with laws, and delivery requirements
6. Main Consultant Obligations: Obligations of the main consultant including provision of information and payment terms
7. Fees and Payment: Fee structure, payment terms, expenses, and invoicing procedures
8. Intellectual Property Rights: Ownership and licensing of intellectual property created during the services
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Liability and Insurance: Limitation of liability, indemnities, and required insurance coverage
11. Term and Termination: Duration of agreement and circumstances for termination
12. General Provisions: Standard boilerplate clauses including notices, variation, and governing law
1. Data Protection: Compliance with UK GDPR and Data Protection Act 2018 - include when personal data processing is involved
2. Anti-Bribery and Corruption: Compliance with Bribery Act 2010 - include for high-value or international contracts
3. Modern Slavery: Compliance with Modern Slavery Act 2015 - include when supply chain risks exist
4. Health and Safety: Health and safety obligations - include when services involve site work or physical presence
5. Force Majeure: Provisions for unforeseen circumstances preventing performance - include for long-term or high-risk services
1. Schedule 1 - Services: Detailed description of the subconsultant services and deliverables
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones
3. Schedule 3 - Key Personnel: Named individuals responsible for service delivery
4. Schedule 4 - Programme: Timeline and key milestone dates for service delivery
5. Schedule 5 - Insurance Requirements: Detailed insurance requirements including types and levels of coverage
6. Schedule 6 - Main Contract Extracts: Relevant excerpts from the main contract that affect the subconsultant's obligations
Authors
Background IPR
Business Day
Commencement Date
Confidential Information
Deliverables
End Client
Fees
Force Majeure Event
Foreground IPR
Good Industry Practice
Group
Intellectual Property Rights
Key Personnel
Main Contract
Materials
Personal Data
Primary Consultant
Project
Representatives
Services
Service Levels
Subconsultant
Term
Timetable
Working Hours
Appointment
Services
Subconsultant Obligations
Primary Consultant Obligations
Fees and Payment
Invoicing
Key Personnel
Service Levels
Reporting and Review
Intellectual Property Rights
Confidentiality
Data Protection
Non-Solicitation
Non-Competition
Insurance
Liability and Indemnity
Force Majeure
Term and Termination
Consequences of Termination
Assignment and Subcontracting
Notices
Entire Agreement
Variation
Waiver
Severability
Third Party Rights
Governing Law
Dispute Resolution
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