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Consulting Agreement Between Two Companies Template for Singapore

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Key Requirements PROMPT example:

Consulting Agreement Between Two Companies

"I need a Consulting Agreement Between Two Companies under Singapore law for my IT consulting firm to provide digital transformation services to a manufacturing company, with specific IP protection clauses and milestone-based payments starting from March 2025."

Document background
The Consulting Agreement Between Two Companies is essential when establishing a formal consulting relationship in Singapore's business environment. This document is commonly used when one company seeks to engage another for professional advisory services while maintaining clear boundaries between the consulting relationship and employment. The agreement addresses key aspects such as service scope, deliverables, fees, intellectual property rights, and confidentiality obligations, all within Singapore's legal framework. It provides necessary protection for both parties while ensuring compliance with relevant Singapore legislation, including the Companies Act, PDPA, and employment laws.
Suggested Sections

1. Parties: Identification and details of both consulting and client companies

2. Background: Context and purpose of the consulting arrangement

3. Definitions: Key terms used throughout the agreement

4. Scope of Services: Detailed description of consulting services to be provided

5. Term and Termination: Duration of agreement and termination conditions

6. Fees and Payment Terms: Compensation structure and payment details

7. Confidentiality: Protection of confidential information

8. Intellectual Property Rights: Ownership and rights to work products

9. Governing Law and Jurisdiction: Specification of Singapore law as governing law and jurisdiction for dispute resolution

Optional Sections

1. Non-Competition: Restrictions on competitive activities - include when protecting market position or sensitive information

2. Force Majeure: Provisions for unforeseeable circumstances - include when long-term or high-value services are involved

3. Insurance: Insurance requirements and coverage - include when services involve significant risks or liabilities

4. Data Protection: PDPA compliance provisions - include when personal data processing is involved

5. Assignment and Subcontracting: Terms for transferring rights or obligations - include when flexibility in service delivery is needed

Suggested Schedules

1. Schedule 1 - Scope of Services: Detailed breakdown of consulting services and deliverables

2. Schedule 2 - Fee Schedule: Detailed pricing structure and payment terms

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

4. Schedule 4 - Service Levels: Performance metrics and standards for service delivery

5. Schedule 5 - Data Processing Agreement: PDPA compliance details and data processing terms

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

Civil Law Act (Cap. 43): Primary legislation governing contract law in Singapore, establishing fundamental principles of contract formation, validity, and enforcement

Companies Act (Cap. 50): Regulates the formation, operation, and dissolution of companies in Singapore, relevant for establishing the legal capacity of contracting parties

Employment Act (Cap. 91): Important for distinguishing consulting relationships from employment relationships to avoid misclassification issues

Personal Data Protection Act 2012: Governs the collection, use, and disclosure of personal data, crucial for data handling provisions in consulting agreements

Copyright Act (Cap. 63): Protects intellectual property rights and governs ownership of created works during consulting engagements

Competition Act (Cap. 50B): Ensures consulting agreements don't contain anti-competitive provisions or violate competition law

Income Tax Act: Governs taxation of consulting fees and related income, important for payment terms and tax provisions

Goods and Services Tax Act: Regulates GST implications for consulting services provided in Singapore

Mediation Act 2017: Provides framework for mediation as a dispute resolution mechanism in consulting agreements

Arbitration Act (Cap. 10): Governs domestic arbitration proceedings for dispute resolution in Singapore

Central Provident Fund Act: Relevant for ensuring clear distinction between consulting and employment relationships regarding mandatory contributions

Patents Act (Cap. 221): Governs patent rights and protection of inventions that may arise during consulting work

Cybersecurity Act 2018: Establishes framework for cybersecurity obligations, particularly relevant for IT consulting or data-intensive services

Business Names Registration Act 2014: Regulates the registration and use of business names in Singapore

International Arbitration Act (Cap. 143A): Governs international arbitration proceedings, relevant for cross-border consulting 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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