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Exclusive Consulting Agreement
"I need an Exclusive Consulting Agreement for my technology consulting firm to provide digital transformation services to a Singapore-based fintech company, with strict IP protection clauses and a two-year exclusivity period starting from January 2025."
1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the agreement
3. Definitions: Key terms used throughout the agreement
4. Scope of Services: Detailed description of consulting services to be provided
5. Exclusivity Terms: Terms of exclusive relationship including territorial and service scope restrictions
6. Fees and Payment: Compensation structure, payment terms, expenses, and invoicing procedures
7. Term and Termination: Duration of agreement and circumstances for termination
8. Confidentiality: Protection of confidential information and trade secrets
9. Intellectual Property: Ownership and usage rights of IP created during the engagement
10. Representations and Warranties: Key promises and guarantees made by both parties
11. Limitation of Liability: Extent and limitations of parties' liabilities
12. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Non-Competition: Restrictions on competitive activities during and after the agreement term
2. International Services: Specific provisions for cross-border services and compliance requirements
3. Force Majeure: Provisions for handling unforeseen circumstances and events beyond parties' control
4. Data Protection: PDPA compliance requirements and data handling procedures
5. Insurance: Required insurance coverage and liability protection
1. Schedule 1 - Scope of Services: Detailed breakdown of consulting services, deliverables, and timelines
2. Schedule 2 - Fee Schedule: Comprehensive fee structure, rates, and payment milestones
3. Schedule 3 - Service Levels: Performance metrics, quality standards, and reporting requirements
4. Schedule 4 - Key Personnel: List of key consultants, their qualifications, and roles
5. Schedule 5 - Compliance Requirements: Industry-specific regulatory requirements and compliance standards
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