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Exclusive Consulting Agreement
"I need an Exclusive Consulting Agreement for hiring a technology transformation consultant in Malaysia, who will work exclusively with our company for 18 months starting January 2025, with strict IP protection clauses and the ability to access our internal systems."
1. Parties: Identification of the consultant and the client, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, brief description of the client's business, and purpose of engaging the consultant
3. Definitions: Key terms used throughout the agreement, including Services, Deliverables, Confidential Information, and Intellectual Property Rights
4. Appointment and Scope: Formal appointment of consultant and detailed scope of services, emphasizing exclusive nature of the arrangement
5. Term and Exclusivity: Duration of the agreement and specific exclusivity provisions, including territorial scope and restrictions
6. Consultant's Obligations: Detailed responsibilities, service standards, reporting requirements, and compliance obligations
7. Client's Obligations: Client's responsibilities, including providing information, access, and resources necessary for service delivery
8. Fees and Payment: Compensation structure, payment terms, expenses, and invoicing procedures
9. Intellectual Property Rights: Ownership and licensing of pre-existing and created IP, including work products and deliverables
10. Confidentiality: Protection of confidential information, including scope, duration, and permitted disclosures
11. Termination: Grounds for termination, notice periods, and consequences of termination
12. Post-Termination Obligations: Surviving obligations, return of materials, and continuing confidentiality obligations
13. General Provisions: Standard clauses including notices, entire agreement, variation, and governing law
1. Service Levels: Specific performance metrics and standards, used when quantifiable service levels are required
2. Compliance with Industry Standards: Specific industry regulations and standards, included for regulated industries
3. International Services: Additional provisions for cross-border services, including currency, tax, and regulatory compliance
4. Data Protection: Detailed data handling and protection provisions, required when personal data processing is involved
5. Non-Competition: Additional restrictions on consultant's activities, used when broader protection is needed
6. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term or critical service arrangements
7. Insurance: Specific insurance requirements, included when service involves significant risks or regulatory requirements
8. Assignment and Subcontracting: Rights to transfer or delegate obligations, included when flexibility might be needed
1. Schedule 1 - Services Description: Detailed description of services, methodologies, and deliverables
2. Schedule 2 - Fee Schedule: Detailed fee structure, rates, payment milestones, and expense policies
3. Schedule 3 - Service Levels: Specific performance metrics, measurement methods, and remedies for non-performance
4. Schedule 4 - Key Personnel: Names and roles of key consultant team members and any replacement procedures
5. Schedule 5 - Client Materials: List of materials, information, and resources to be provided by the client
6. Appendix A - Compliance Requirements: Specific regulatory or industry compliance requirements
7. Appendix B - Reporting Templates: Standard formats for progress reports and other required documentation
Authors
Technology
Management Consulting
Financial Services
Healthcare
Education
Manufacturing
Energy
Telecommunications
Professional Services
Real Estate
Construction
Digital Transformation
Environmental Services
Legal
Procurement
Human Resources
Operations
Finance
Compliance
Commercial
Business Development
Strategy
Executive Leadership
Project Management Office
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Procurement Manager
Human Resources Director
Operations Manager
Project Manager
Business Development Manager
Compliance Officer
Contract Manager
Department Head
Managing Director
Commercial Director
Strategy Director
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