The Consultancy Agreement For Professional Services is essential for businesses engaging external expertise in the United States. This agreement protects both parties by clearly defining the scope of services, deliverables, payment terms, and intellectual property rights. It ensures compliance with U.S. federal and state contractor regulations while establishing professional boundaries and expectations. Used when engaging consultants across various professional fields, it includes critical provisions for confidentiality, liability, and service delivery standards.
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1. Parties: Identification and details of the contracting parties - consultant and client
2. Background: Context of the agreement and brief description of the parties' intentions
3. Definitions: Key terms used throughout the agreement including 'Services', 'Deliverables', 'Intellectual Property Rights'
4. Scope of Services: Detailed description of professional services to be provided by the consultant
5. Term and Termination: Duration of the agreement and conditions for termination by either party
6. Fees and Payment: Compensation structure, payment terms, expenses, and invoicing procedures
7. Confidentiality: Obligations regarding protection of confidential information and trade secrets
8. Intellectual Property Rights: Ownership and rights to work products, pre-existing IP, and licensed materials
1. Non-Compete: Restrictions on competitive activities during and after the agreement term
2. Insurance Requirements: Professional liability and general insurance coverage requirements
3. Data Protection: Obligations regarding handling of personal and sensitive data
4. Force Majeure: Provisions for unforeseeable circumstances affecting performance
1. Schedule A - Scope of Services: Detailed breakdown of services, deliverables, and timelines
2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule C - Service Levels: Performance metrics, standards, and quality requirements
4. Schedule D - Insurance Requirements: Specific insurance coverage details and minimum requirements
5. Schedule E - Key Personnel: List of key individuals involved in service delivery and their roles
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