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1. Parties: Identification of the contracting parties - the company/client and the consultant, including full legal names, addresses, and registration details if applicable
2. Background: Context of the agreement and brief description of the parties' intent to enter into a consulting relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of consulting services to be provided, including deliverables and any excluded services
5. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination by either party
6. Fees and Payment Terms: Consulting fees, payment schedule, expenses, and invoicing procedures
7. Obligations of the Consultant: Key responsibilities, performance standards, and availability requirements
8. Obligations of the Client: Client's responsibilities, including provision of information and resources
9. Intellectual Property Rights: Ownership and rights to work products, pre-existing IP, and developed materials
10. Confidentiality: Protection of confidential information and trade secrets
11. Independent Contractor Status: Clear statement of consultant's status as independent contractor, not employee
12. Liability and Indemnification: Limitation of liability and mutual indemnification provisions
13. 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 will have access to sensitive competitive information
2. Non-Solicitation: Restrictions on soliciting employees or clients, relevant for consultants with significant client contact
3. Insurance: Requirements for professional liability or other insurance coverage, important for high-risk consulting work
4. Data Protection: Specific provisions for handling personal data under Swiss FADP, necessary when processing personal data
5. Force Majeure: Provisions for unforeseeable circumstances preventing performance, particularly relevant post-COVID
6. Assignment and Subcontracting: Rights to assign the agreement or use subcontractors, important for larger consulting firms
7. Publicity: Rights to publicize the consulting relationship, relevant for marketing-sensitive engagements
8. Compliance with Laws: Specific regulatory compliance requirements, necessary in regulated industries
1. Schedule A - Scope of Services: Detailed description of consulting services, deliverables, and timeline
2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones
3. Schedule C - Key Personnel: List of key consultant personnel assigned to the project
4. Schedule D - Service Levels: Specific performance metrics and service level requirements
5. Appendix 1 - Confidentiality Agreement: Detailed confidentiality terms and requirements
6. Appendix 2 - Compliance Requirements: Specific regulatory or industry compliance requirements
7. Appendix 3 - Equipment and Resources: List of equipment or resources to be provided by either party
8. Appendix 4 - Approved Subcontractors: List of pre-approved subcontractors if applicable
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