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1. Parties: Identification of the contracting parties - the client company and the technical consultant (including registration details and addresses)
2. Background: Context of the agreement and brief description of the client's needs and consultant's expertise
3. Definitions: Key terms used throughout the agreement, including technical terms specific to the services
4. Scope of Services: Detailed description of the technical consulting services to be provided
5. Term and Termination: Duration of the agreement, renewal terms, and termination provisions
6. Consultant's Obligations: Key responsibilities, performance standards, and delivery requirements
7. Client's Obligations: Client's responsibilities, including provision of necessary information and access
8. Fees and Payment Terms: Consulting rates, payment schedule, expenses, and invoicing procedures
9. Intellectual Property Rights: Ownership and usage rights of pre-existing and newly created IP
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection: Compliance with Swiss data protection laws and data handling procedures
12. Liability and Indemnification: Limitation of liability, professional indemnity, and insurance requirements
13. Independent Contractor Status: Clarification of the consultant's status as an independent contractor
14. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Non-Competition: Restrictions on competing activities - include when the consultant will have access to sensitive market information or client relationships
2. Non-Solicitation: Restrictions on soliciting client's employees or customers - relevant when the consultant will have significant contact with key personnel
3. Project Management: Specific procedures for project management and reporting - include for longer-term or complex engagements
4. Quality Assurance: Quality standards and testing requirements - important for technical deliverables
5. Force Majeure: Provisions for unforeseen circumstances - particularly relevant for long-term contracts
6. Change Control: Procedures for managing changes to scope or specifications - important for complex technical projects
7. Knowledge Transfer: Requirements for transferring knowledge to client's staff - relevant when building client capability is part of the scope
1. Schedule 1 - Services Description: Detailed technical specifications and scope of the consulting services
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Project Timeline: Key milestones, deliverables, and project schedule
4. Schedule 4 - Client Materials: List of materials, data, or resources to be provided by the client
5. Schedule 5 - Consultant's Key Personnel: Details of key team members and their roles (if applicable)
6. Appendix A - Compliance Requirements: Specific technical or regulatory standards that must be met
7. Appendix B - Acceptance Criteria: Criteria for accepting deliverables and work products
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