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1. Parties: Identification of the client and consultant, including full legal names, addresses, and registration details if applicable
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Key terms used throughout the agreement
4. Scope of Services: General description of consulting services covered by the retainer
5. Term and Termination: Duration of the retainer agreement and termination provisions, including notice periods
6. Retainer Fee and Payment Terms: Monthly/periodic retainer amount, payment schedule, and invoicing requirements
7. Service Delivery: Standards for service delivery, response times, and availability expectations
8. Consultant's Obligations: Key responsibilities and commitments of the consultant
9. Client's Obligations: Key responsibilities and commitments of the client
10. Intellectual Property Rights: Ownership and usage rights of work products and pre-existing IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection: Compliance with Swiss data protection laws and data handling procedures
13. Liability and Indemnification: Limitation of liability and indemnification provisions under Swiss law
14. Insurance: Required insurance coverage to be maintained by the consultant
15. General Provisions: Standard clauses including governing law, jurisdiction, entire agreement, and amendments
1. Non-Competition: Restrictions on consultant's ability to work with competitors, used when consultant has access to sensitive competitive information
2. Non-Solicitation: Restrictions on soliciting employees or clients, recommended for consultants with significant client contact
3. Performance Metrics: Specific KPIs and performance standards, useful for agreements with measurable deliverables
4. Additional Services: Framework for engaging consultant for work beyond retainer scope, included when ad-hoc projects are likely
5. Compliance with Industry Regulations: Specific regulatory compliance requirements, necessary for regulated industries
6. Force Majeure: Provisions for unforeseen circumstances preventing performance, recommended for long-term agreements
7. Assignment and Subcontracting: Rights to transfer agreement or use subcontractors, included when relevant to service delivery model
1. Schedule A - Scope of Services: Detailed description of retained services, deliverables, and service levels
2. Schedule B - Fee Schedule: Detailed breakdown of retainer fees, hourly rates for additional services, and expenses policy
3. Schedule C - Key Personnel: List of key consultant personnel assigned to the engagement
4. Schedule D - Service Levels: Specific performance standards, response times, and quality metrics
5. Schedule E - Data Processing Agreement: Detailed terms for handling personal data in compliance with Swiss data protection laws
6. Appendix 1 - Contact Details: Contact information for key representatives from both parties
7. Appendix 2 - Reporting Requirements: Templates and specifications for regular reporting
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