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1. Parties: Identification of the contracting parties, including full legal names, registration details, and addresses
2. Background: Context of the agreement and brief description of the parties' business 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 performance standards
5. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination
6. Fees and Payment Terms: Consulting fees, payment schedule, expenses, and invoicing procedures
7. Obligations of the Consultant: Key responsibilities, service standards, and compliance requirements
8. Obligations of the Client: Client's responsibilities, including provision of information and cooperation
9. Intellectual Property Rights: Ownership and usage rights of pre-existing and created intellectual property
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection: Compliance with Swiss and international data protection laws
12. Liability and Indemnification: Limitation of liability and indemnification obligations
13. Insurance: Required insurance coverage and minimum limits
14. Force Majeure: Events excusing performance and related procedures
15. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for disputes
16. General Provisions: Standard clauses including notices, amendments, and severability
1. Non-Competition: Restrictions on competitive activities, used when consultant will have access to sensitive market information
2. Non-Solicitation: Restrictions on soliciting employees or clients, recommended for long-term engagements
3. Performance Metrics: Specific KPIs and performance measurement criteria, useful for long-term or complex projects
4. Compliance with Anti-Corruption Laws: Additional compliance obligations, essential when working with public sector or in high-risk jurisdictions
5. Bank Guarantee/Security: Financial security provisions, relevant for high-value contracts or advance payments
6. Change Control Procedure: Process for managing changes to services scope, recommended for complex projects
7. Assignment and Subcontracting: Rights to assign or subcontract services, important for larger consulting firms
8. Training and Knowledge Transfer: Obligations for training client staff, relevant when knowledge transfer is a key objective
9. Exit Assistance: Transition support at contract end, important for business-critical services
1. Schedule 1 - Service Description: Detailed specification of consulting services and deliverables
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones
3. Schedule 3 - Key Personnel: List of key consultant personnel assigned to the project
4. Schedule 4 - Service Levels: Specific service levels and performance criteria
5. Schedule 5 - Client Materials and Equipment: List of materials and equipment to be provided by the client
6. Appendix A - Form of Invoice: Template for invoices including required information
7. Appendix B - Compliance Requirements: Specific regulatory and compliance requirements
8. Appendix C - Data Processing Agreement: Detailed data protection and processing requirements
9. Appendix D - Change Request Form: Template for requesting and documenting changes to services
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