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Subconsultant Agreement
"I need a Subconsultant Agreement for engaging a cybersecurity specialist based in Dublin to support our IT consulting services, with strict data protection provisions and the ability to access client systems starting March 2025."
1. Parties: Identifies the contracting parties - typically the main consultant/contractor and the subconsultant
2. Background: Explains the context of the agreement and the main project for which subconsultant services are required
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Scope of Services: Details the appointment of the subconsultant and outlines the services to be provided
5. Term: Specifies the duration of the agreement
6. Subconsultant Obligations: Sets out the key obligations, standards of service, and deliverables
7. Main Consultant Obligations: Outlines the obligations of the main consultant, including provision of information and access
8. Fees and Payment: Details the fee structure, payment terms, and expenses
9. Intellectual Property: Addresses ownership and licensing of intellectual property created during the services
10. Confidentiality: Covers confidentiality obligations and permitted disclosures
11. Data Protection: Addresses GDPR compliance and data processing obligations
12. Liability and Insurance: Sets out liability limitations and required insurance coverage
13. Termination: Details circumstances and procedures for termination
14. Consequences of Termination: Outlines what happens after termination
15. General Provisions: Includes standard boilerplate clauses like notices, amendment process, and governing law
1. Key Personnel: Used when specific individuals are critical to the delivery of services
2. Service Levels: Include when specific performance metrics need to be maintained
3. Compliance with Main Contract: Required when services relate to a specific main contract that needs to be flowed down
4. Anti-Bribery and Corruption: Include for high-value contracts or when working with public sector
5. Non-Compete: Optional restrictions on working with competitors or clients
6. Force Majeure: Include when services are particularly susceptible to external events
7. Step-in Rights: Used when services are critical and might need to be taken over
8. Warranties: Additional warranties beyond standard obligations when specific expertise is crucial
1. Schedule 1 - Services: Detailed description of the services to be provided
2. Schedule 2 - Fees: Detailed breakdown of fees, rates, and payment structure
3. Schedule 3 - Key Personnel: Details of key team members and their roles
4. Schedule 4 - Form of Reports: Templates or requirements for regular reporting
5. Schedule 5 - Insurance Requirements: Detailed insurance requirements and minimum coverage levels
6. Schedule 6 - Data Processing Agreement: Detailed GDPR compliance terms if personal data is processed
7. Appendix A - Main Contract Terms: Relevant excerpts or requirements from the main contract to be followed
8. Appendix B - Service Levels: Detailed service level requirements and measurement criteria
Authors
Services
Commencement Date
Completion Date
Main Consultant
Subconsultant
Client
Main Contract
Project
Deliverables
Intellectual Property Rights
Pre-existing Materials
Confidential Information
Data Protection Legislation
Personal Data
Fees
Payment Schedule
Key Personnel
Good Industry Practice
Force Majeure Event
Business Day
Professional Standards
Service Levels
Material Breach
Applicable Laws
Term
Working Hours
Milestone
Project Manager
Representatives
Insurances
Background IP
Foreground IP
Affiliate
Change Control Procedure
Dispute Resolution Procedure
Extension Period
Losses
Notice
Records
Reports
Scope of Services
Specification
Timetable
Variation
Works
Term
Services
Fees and Payment
Invoicing
Expenses
Key Personnel
Service Levels
Performance Standards
Reporting
Intellectual Property
Confidentiality
Data Protection
Non-Compete
Non-Solicitation
Warranties
Independent Contractor Status
Liability and Indemnification
Insurance
Force Majeure
Termination
Consequences of Termination
Assignment and Subcontracting
Change Control
Dispute Resolution
Health and Safety
Anti-Bribery and Corruption
Compliance with Laws
Record Keeping
Audit Rights
Notices
Entire Agreement
Variation
Severability
Waiver
Third Party Rights
Governing Law
Jurisdiction
Information Technology
Management Consulting
Engineering
Architecture
Construction
Financial Services
Healthcare
Environmental Services
Professional Services
Education and Training
Research and Development
Digital Transformation
Project Management
Legal
Procurement
Operations
Commercial
Risk and Compliance
Human Resources
Finance
Business Development
Project Management Office
Professional Services
Legal Counsel
Contract Manager
Procurement Manager
Project Manager
Operations Director
Commercial Director
Risk Manager
Compliance Officer
Professional Services Director
HR Director
Finance Director
Managing Partner
Chief Operating Officer
Business Development Manager
Account Manager
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