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Basic Consulting Agreement Template for England and Wales

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Key Requirements PROMPT example:

Basic Consulting Agreement

"I need a Basic Consulting Agreement for my IT consulting services to a fintech startup, covering software development and system architecture services, with specific IP protection clauses and a project completion date of March 2025."

Document background
The Basic Consulting Agreement is essential for any professional consulting arrangement in England and Wales. It provides a clear framework for the consulting relationship, protecting both parties' interests while ensuring compliance with relevant UK legislation. This document is particularly important for establishing clear boundaries between consultancy and employment relationships, addressing IR35 concerns, and defining key aspects such as scope of work, payment terms, and intellectual property rights. The agreement should be used whenever engaging external consultants for professional services, whether for short-term projects or ongoing arrangements.
Suggested Sections

1. Parties: Identifies the contracting parties and their details

2. Background: Sets out context and purpose of the agreement

3. Definitions: Defines key terms used throughout the agreement

4. Services: Details the consulting services to be provided

5. Fees and Payment: Specifies compensation and payment terms

6. Term and Termination: Duration and conditions for ending the agreement

7. Confidentiality: Obligations regarding confidential information

8. Intellectual Property: Ownership and rights to work product

Optional Sections

1. Non-Compete: Restrictions on competitive activities - use when protecting business interests from competition

2. Insurance: Required insurance coverage - use for high-value or high-risk services

3. Data Protection: Specific data handling requirements - use when personal data processing is involved

4. Force Majeure: Provisions for unforeseeable circumstances - use for longer-term or critical services

Suggested Schedules

1. Schedule of Services: Detailed description of consulting services

2. Fee Schedule: Detailed breakdown of fees and expenses

3. Service Levels: Performance metrics and standards

4. Key Personnel: List of key individuals involved in service delivery

Authors

Alex Denne

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

Relevant legal definitions

























Clauses






























Industries

Supply of Goods and Services Act 1982: Core legislation governing service contracts in England and Wales, particularly regarding implied terms about reasonable care and skill in service provision

Contracts (Rights of Third Parties) Act 1999: Legislation governing whether and how third parties can enforce terms of the contract, even if they are not direct parties to it

Unfair Contract Terms Act 1977: Regulates unfair terms in contracts and sets out which terms may be unenforceable due to unreasonableness

Consumer Rights Act 2015: Relevant if the client could be classified as a consumer rather than a business, providing additional protections

Employment Rights Act 1996: Important to consider to ensure the consulting agreement doesn't inadvertently create an employment relationship

IR35 Legislation: Tax legislation regarding off-payroll working rules, particularly relevant if the consultant is operating through a limited company

UK GDPR and Data Protection Act 2018: Legislation governing the handling and protection of personal data and confidential information in the UK

Copyright, Designs and Patents Act 1988: Governs intellectual property rights and their ownership/transfer during the consulting engagement

Contract Formation Common Law: Common law principles regarding contract formation including offer, acceptance, consideration, and intention to create legal relations

Common Law Duty of Confidentiality: Common law principles governing the protection and handling of confidential information in business relationships

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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