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Master Consulting Agreement Template for Canada

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Key Requirements PROMPT example:

Master Consulting Agreement

"I need a Master Consulting Agreement for my software development company based in Ontario, with strong IP protection clauses and data privacy provisions, as we'll be providing AI development consulting services to clients across Canada starting January 2025."

Document background
The Master Consulting Agreement (MCA) is designed for situations where a client organization anticipates requiring ongoing consulting services from a service provider across multiple projects or engagements. This agreement, structured under Canadian law, provides a foundational legal framework that eliminates the need to negotiate basic terms and conditions for each new engagement. The MCA includes essential provisions for service delivery, intellectual property rights, confidentiality, liability, insurance, and compliance with Canadian federal and provincial regulations. It is particularly suited for long-term consulting relationships where specific projects or services will be defined through individual Statements of Work (SOWs) that incorporate the master agreement's terms by reference. This approach streamlines the contracting process while maintaining flexibility for project-specific requirements.
Suggested Sections

1. Parties: Identifies and provides full legal details of the contracting parties

2. Background: Sets out the context of the agreement and the parties' intentions

3. Definitions: Defines key terms used throughout the agreement

4. Scope of Services: Establishes the framework for how services will be provided and Statement of Work process

5. Term and Termination: Defines the duration of the agreement and termination rights

6. Fees and Payment Terms: Outlines the fee structure, invoicing process, and payment terms

7. Independent Contractor Relationship: Confirms the consultant's status as an independent contractor

8. Confidentiality: Protects confidential information exchanged during the engagement

9. Intellectual Property Rights: Addresses ownership and licensing of pre-existing and newly created IP

10. Representations and Warranties: Sets out the basic promises made by each party

11. Limitation of Liability: Defines the extent and limits of each party's liability

12. Insurance: Specifies required insurance coverage

13. Compliance with Laws: Requires adherence to applicable laws and regulations

14. Dispute Resolution: Establishes process for resolving disagreements

15. General Provisions: Includes standard boilerplate clauses like notices, assignment, and governing law

Optional Sections

1. Data Protection and Privacy: Required when personal data processing is involved in the services

2. Non-Competition: Used when restricting consultant's ability to work with competitors

3. Non-Solicitation: Used when restricting recruitment of employees or clients

4. Security Requirements: Required when consultant needs access to client's systems or facilities

5. Change Control: Used for complex engagements requiring formal change management

6. Service Levels: Included when specific performance metrics need to be maintained

7. Force Majeure: Optional but recommended for long-term agreements

8. Business Continuity: Required for critical service provisions

9. Audit Rights: Used when client requires right to audit consultant's work or compliance

Suggested Schedules

1. Schedule A - Form of Statement of Work: Template for individual project/service engagement details

2. Schedule B - Rate Card: Standard rates for different types of services or personnel

3. Schedule C - Service Descriptions: Detailed descriptions of standard service offerings

4. Schedule D - Security Requirements: Detailed security protocols and requirements

5. Schedule E - Insurance Requirements: Specific insurance types and coverage amounts required

6. Schedule F - Key Personnel: List of key consultant personnel assigned to the client

7. Appendix 1 - Approved Subcontractors: List of pre-approved subcontractors if applicable

8. Appendix 2 - Compliance Requirements: Specific regulatory or compliance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses


































Relevant Industries

Technology

Management Consulting

Professional Services

Financial Services

Healthcare

Manufacturing

Energy

Telecommunications

Education

Government and Public Sector

Construction

Real Estate

Retail

Media and Entertainment

Relevant Teams

Legal

Procurement

Finance

Operations

Risk and Compliance

Vendor Management

Project Management Office

Business Development

Executive Leadership

Administrative

Relevant Roles

Chief Executive Officer

Chief Legal Officer

General Counsel

Legal Counsel

Contract Manager

Procurement Manager

Chief Financial Officer

Chief Operating Officer

Project Manager

Program Manager

Vendor Manager

Risk Manager

Compliance Officer

Business Development Manager

Operations Director

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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