Subconsultant Agreement Generator for England and Wales

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Key Requirements PROMPT example:

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."

Document background
The Subconsultant Agreement is essential when a primary consultant needs to engage specialized expertise for client projects. This document, governed by English and Welsh law, establishes the professional relationship between the primary consultant and subconsultant, defining crucial elements such as service scope, deliverables, payment terms, and liability provisions. It's particularly important for ensuring clear accountability, protecting intellectual property, maintaining confidentiality, and ensuring compliance with relevant UK regulations, including IR35 requirements. The agreement is designed to protect all parties' interests while facilitating effective project delivery.
Suggested Sections

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

Optional Sections

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

Suggested Schedules

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

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

Contracts (Rights of Third Parties) Act 1999: Governs how third parties may enforce terms of a contract and affects how rights and obligations may extend beyond the main contracting parties

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

Companies Act 2006: Relevant when contracting parties are companies, governing corporate capacity, execution of documents, and directors' duties

Partnership Act 1890: Applicable if any party is a partnership, defining partnership relations and authority to contract

Employment Rights Act 1996: Important for ensuring subconsultant agreement doesn't inadvertently create employment relationships and rights

IR35/Off-Payroll Working Rules: Tax legislation determining whether a contractor should be treated as an employee for tax purposes

Agency Workers Regulations 2010: Ensures proper classification of workers and their rights if deemed to be agency workers

National Minimum Wage Act 1998: Ensures compliance with minimum wage requirements if applicable to the arrangement

Copyright, Designs and Patents Act 1988: Governs intellectual property rights and their transfer or license in the context of subconsultant work

Trade Marks Act 1994: Relevant for protecting and managing trademark rights in subconsultant relationships

UK GDPR: Regulates the processing and handling of personal data, including data sharing between consultant parties

Data Protection Act 2018: UK's implementation of data protection requirements, working alongside UK GDPR

Unfair Contract Terms Act 1977: Restricts the extent to which liability can be excluded or limited in contracts

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

Modern Slavery Act 2015: Requires consideration of modern slavery and human trafficking prevention in business relationships

Bribery Act 2010: Sets out anti-bribery compliance requirements for business relationships

Common Law - Privity of Contract: Legal doctrine determining who can enforce contractual rights and obligations

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

Professional Indemnity Insurance Requirements: Industry-specific requirements for professional insurance coverage

Health and Safety Regulations: Relevant health and safety requirements depending on the nature of consulting work

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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