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Consultancy Agreement Between Two Companies Template for England and Wales

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Key Requirements PROMPT example:

Consultancy Agreement Between Two Companies

"I need a Consultancy Agreement Between Two Companies for my tech consulting firm to provide digital transformation services to a retail client, including provisions for data protection and IP rights, with the agreement starting from March 2025."

Document background
A Consultancy Agreement Between Two Companies is essential when one business entity wishes to engage another for professional advisory services. This agreement, governed by English and Welsh law, defines the commercial relationship, outlining services, deliverables, payment terms, and protecting both parties' interests. It's particularly important for maintaining clear boundaries between independent contractors and employees, ensuring compliance with IR35 legislation, and establishing intellectual property rights. The document should be used whenever a company is engaging external corporate expertise on a professional service basis.
Suggested Sections

1. Parties: Details of the consulting company and client company

2. Background: Context of the agreement and brief description of both companies' business

3. Definitions: Key terms used throughout the agreement

4. Services: Detailed description of consultancy services to be provided

5. Fees and Payment: Payment terms, rates, and invoicing procedures

6. Term and Termination: Duration of agreement and termination provisions

7. Confidentiality: Protection of confidential information

8. Intellectual Property: Ownership and rights of IP created during the engagement

9. Liability and Indemnity: Limitation of liability and indemnification provisions

Optional Sections

1. Non-Compete: Restrictions on competitive activities - use when protecting market position is crucial

2. Force Majeure: Provisions for unforeseeable circumstances - recommended for long-term or high-value contracts

3. Insurance: Required insurance coverage - include when services involve significant risks

4. Data Protection: GDPR compliance provisions - required when personal data processing is involved

5. Anti-Bribery: Compliance with anti-corruption laws - important for international contracts or public sector work

Suggested Schedules

1. Schedule 1 - Services Description: Detailed scope of services and deliverables

2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms

3. Schedule 3 - Key Personnel: List of key consultants and their qualifications

4. Schedule 4 - Service Levels: Performance metrics and quality standards

5. Appendix A - Data Processing Agreement: GDPR-compliant data processing terms if applicable

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




























Industries

Common Law of Contract: Fundamental principles governing contract formation, performance, and enforcement in England and Wales

Contracts (Rights of Third Parties) Act 1999: Legislation governing how third parties may enforce terms of a contract

Supply of Goods and Services Act 1982: Legislation setting out implied terms for contracts involving the supply of services

Copyright, Designs and Patents Act 1988: Primary legislation protecting intellectual property rights including copyright and patents

Trade Marks Act 1994: Legislation governing the protection and use of trademarks

UK General Data Protection Regulation: Post-Brexit data protection legislation governing the processing of personal data

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

Companies Act 2006: Primary legislation governing company operations and corporate relationships

Business Protection from Misleading Marketing Regulations 2008: Regulations protecting businesses from misleading marketing practices

Value Added Tax Act 1994: Legislation governing VAT obligations and requirements in business transactions

IR35 Legislation: Off-payroll working rules determining tax status of consultancy relationships

Corporation Tax Act 2009: Legislation governing corporate tax obligations and treatment

Employment Rights Act 1996: Legislation helping define genuine consultancy relationships versus employment

Agency Workers Regulations 2010: Regulations governing rights of agency workers and relationship classification

Bribery Act 2010: Anti-corruption legislation requiring adequate procedures to prevent bribery

Competition Act 1998: Legislation preventing anti-competitive practices and agreements

Enterprise Act 2002: Legislation governing market competition and enterprise regulation

Civil Procedure Rules: Rules governing civil litigation in England and Wales

Arbitration Act 1996: Legislation governing arbitration procedures and enforcement of arbitral awards

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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