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1. Parties: Identification of the consulting firm and the client, including full legal names, addresses, and registration details
2. Background: Context of the engagement and brief description of the parties' business relationship
3. Definitions: 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 circumstances for termination
6. Fees and Payment Terms: Consulting fees, payment schedule, expenses, and invoicing procedures
7. Obligations of the Consultant: Key responsibilities, standard of care, and performance requirements
8. Client Responsibilities: Client's obligations, including provision of information and cooperation
9. Intellectual Property Rights: Ownership and usage rights of pre-existing and newly created intellectual property
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. Force Majeure: Provisions for unforeseen circumstances preventing performance
14. General Provisions: Standard clauses including notices, amendments, assignment, and severability
15. Governing Law and Jurisdiction: Specification of Swiss law and jurisdiction for dispute resolution
1. Non-Competition: Restrictions on competitive activities, used when consultant may gain sensitive competitive information
2. Non-Solicitation: Restrictions on soliciting employees or clients, relevant for long-term engagements
3. Performance Metrics: Specific KPIs and performance measurement criteria, used for results-based engagements
4. Change Management: Procedures for changing scope or deliverables, important for complex projects
5. Warranty: Specific warranties for deliverables, relevant for technical consulting
6. Knowledge Transfer: Provisions for transferring knowledge to client staff, important for implementation projects
7. Subcontracting: Terms for engaging subcontractors, used when consultant may need additional expertise
8. Insurance: Detailed insurance requirements, important for high-risk consulting work
9. Dispute Resolution: Alternative dispute resolution procedures, useful for international engagements
1. Schedule A - Scope of Services: Detailed description of consulting services, methodologies, and deliverables
2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones
3. Schedule C - Project Timeline: Project phases, milestones, and delivery dates
4. Schedule D - Key Personnel: List of key consultant team members and their roles
5. Schedule E - Service Levels: Performance standards and service level agreements if applicable
6. Appendix 1 - Data Processing Agreement: Detailed terms for handling personal data in compliance with Swiss law
7. Appendix 2 - Confidentiality Agreement: Detailed confidentiality terms for team members and subcontractors
8. Appendix 3 - Required Insurance Coverage: Specific insurance types and coverage amounts
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