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Project Based Consulting Agreement
"I need a Project Based Consulting Agreement for a 6-month software development project starting January 2025, where our company will hire an external IT consultant to upgrade our legacy systems, with specific IP protection clauses and milestone-based payments."
1. Parties: Identification of the parties entering into the agreement, including full legal names and addresses
2. Background/Recitals: Context of the agreement and relationship between parties
3. Definitions: Key terms used throughout the agreement
4. Scope of Services: Detailed description of consulting services to be provided
5. Term and Termination: Duration of agreement and conditions for termination
6. Compensation: Payment terms, rates, and invoicing procedures
7. Independent Contractor Status: Clear statement of consultant's status as independent contractor
8. Intellectual Property Rights: Ownership and rights to work product
9. Confidentiality: Protection of confidential information
1. Non-Compete: Restrictions on competitive activities - include when protecting business interests is crucial and state laws permit
2. Insurance Requirements: Required insurance coverage - include when services involve significant risk or liability
3. Equipment and Resources: Provisions regarding tools and resources - include when specific equipment or resources are required
4. Force Majeure: Provisions for unforeseeable circumstances - include when project timeline is critical
5. Dispute Resolution: Specific procedures for resolving disputes - include when parties prefer alternative dispute resolution
1. Schedule A - Scope of Work: Detailed project specifications, deliverables, and timelines
2. Schedule B - Fee Schedule: Detailed breakdown of fees, payment milestones
3. Schedule C - Key Personnel: List of key personnel assigned to project - for larger projects with multiple team members
4. Schedule D - Client Materials: List of materials/information to be provided by client
5. Appendix 1 - Insurance Requirements: Detailed insurance coverage requirements
Authors
Services
Project
Deliverables
Effective Date
Term
Fees
Expenses
Work Product
Intellectual Property Rights
Confidential Information
Client Materials
Representatives
Change Order
Force Majeure Event
Project Manager
Acceptance Criteria
Milestones
Project Schedule
Payment Schedule
Business Day
Applicable Laws
Professional Standards
Specifications
Project Site
Key Personnel
Background IP
Client Data
Completion Date
Project Requirements
Term and Termination
Compensation
Payment Terms
Independent Contractor Status
Intellectual Property Rights
Confidentiality
Non-Solicitation
Non-Competition
Representations and Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Assignment
Modification of Services
Project Management
Acceptance Testing
Warranties
Client Obligations
Consultant Obligations
Conflict of Interest
Record Keeping
Dispute Resolution
Governing Law
Notices
Severability
Entire Agreement
Data Protection
Compliance with Laws
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