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1. Parties: Identification and details of the consultant and the client, including registered addresses and company registration numbers
2. Background: Context of the consulting arrangement, brief description of the client's requirements and consultant's expertise
3. Definitions: Definitions of key terms used throughout the agreement, including 'Success Event', 'Success Fee', 'Services', etc.
4. Scope of Services: Detailed description of the consulting services to be provided
5. Success Criteria: Clear definition of what constitutes a 'Success Event' triggering the success fee
6. Fee Structure: Details of success fee calculation methodology, any base fees, and payment terms
7. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
8. Obligations of the Consultant: Consultant's duties, responsibilities, and standard of service
9. Obligations of the Client: Client's duties, including providing information and cooperation
10. Confidentiality: Provisions for handling confidential information and trade secrets
11. Intellectual Property: Ownership and usage rights of any IP created during the engagement
12. Representations and Warranties: Standard warranties about capacity to contract and service quality
13. Limitation of Liability: Caps on liability and exclusions of certain types of damages
14. Dispute Resolution: Process for handling disputes, including jurisdiction and governing law
15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement
1. Non-Compete: Restrictions on consultant's ability to work with competitors - include when protecting market position is crucial
2. Non-Solicitation: Prevents poaching of employees/clients - relevant for consulting involving significant client contact
3. Insurance: Requirements for professional indemnity insurance - important for high-value consulting
4. Force Majeure: Provisions for unforeseen circumstances - particularly relevant post-COVID
5. Compliance with Laws: Specific regulatory compliance requirements - necessary for regulated industries
6. Data Protection: Specific data handling requirements - essential when personal data is involved
7. Anti-Corruption: Anti-bribery and corruption provisions - important for public sector or international work
8. Subcontracting: Terms for engaging subcontractors - include when subcontracting might be needed
1. Schedule 1 - Detailed Scope of Services: Comprehensive breakdown of services, deliverables, and timelines
2. Schedule 2 - Success Fee Calculation: Detailed formula and examples of success fee calculations
3. Schedule 3 - Key Personnel: List of key consultant team members and their roles
4. Schedule 4 - Service Levels: Specific performance metrics and standards
5. Schedule 5 - Client Dependencies: List of items, information, and support to be provided by client
6. Appendix A - Report Templates: Standard formats for progress reports and deliverables
7. Appendix B - Communication Protocol: Procedures for routine communications and escalations
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