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Subconsultant Agreement
"Need a Subconsultant Agreement for engaging a specialist IT security consultant to work on our client's banking software project, starting January 2025, with strict confidentiality provisions and clear IP assignment clauses."
1. Parties: Identification and details of the contracting parties, including registered addresses and company numbers
2. Background: Context of the agreement, including the main contract and the reason for subcontracting
3. Definitions: Defined terms used throughout the agreement, including Main Contract, Services, and Client
4. Appointment and Scope: Terms of appointment and detailed scope of subconsultant services
5. Subconsultant Obligations: Key obligations including standard of care, compliance with laws, and delivery requirements
6. Main Consultant Obligations: Obligations of the main consultant including provision of information and payment terms
7. Fees and Payment: Fee structure, payment terms, expenses, and invoicing procedures
8. Intellectual Property Rights: Ownership and licensing of intellectual property created during the services
9. Confidentiality: Obligations regarding confidential information and trade secrets
10. Liability and Insurance: Limitation of liability, indemnities, and required insurance coverage
11. Term and Termination: Duration of agreement and circumstances for termination
12. General Provisions: Standard boilerplate clauses including notices, variation, and governing law
1. Data Protection: Compliance with UK GDPR and Data Protection Act 2018 - include when personal data processing is involved
2. Anti-Bribery and Corruption: Compliance with Bribery Act 2010 - include for high-value or international contracts
3. Modern Slavery: Compliance with Modern Slavery Act 2015 - include when supply chain risks exist
4. Health and Safety: Health and safety obligations - include when services involve site work or physical presence
5. Force Majeure: Provisions for unforeseen circumstances preventing performance - include for long-term or high-risk services
1. Schedule 1 - Services: Detailed description of the subconsultant services and deliverables
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones
3. Schedule 3 - Key Personnel: Named individuals responsible for service delivery
4. Schedule 4 - Programme: Timeline and key milestone dates for service delivery
5. Schedule 5 - Insurance Requirements: Detailed insurance requirements including types and levels of coverage
6. Schedule 6 - Main Contract Extracts: Relevant excerpts from the main contract that affect the subconsultant's obligations
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