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External Consultant Agreement
"I need an External Consultant Agreement for a cybersecurity consultant who will be working remotely from California, with strong IP protection clauses and data privacy provisions, starting March 1, 2025."
1. Parties: Identifies the contracting parties - the company and the consultant, including full legal names and addresses
2. Background: Explains the context of the agreement and the parties' intention to enter into a consulting relationship
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Services: Detailed description of the consulting services to be provided
5. Term and Termination: Duration of the agreement and conditions for termination by either party
6. Compensation and Payment Terms: Consultant's fees, payment schedule, and reimbursement policies
7. Independent Contractor Status: Explicitly establishes the consultant's status as an independent contractor, not an employee
8. Confidentiality: Obligations regarding confidential information and trade secrets
9. Intellectual Property Rights: Ownership and rights to work product, pre-existing IP, and created materials
10. Representations and Warranties: Consultant's confirmations regarding qualifications, permits, and ability to perform
11. Indemnification: Mutual or one-way indemnification obligations
12. Insurance: Required insurance coverage to be maintained by the consultant
13. General Provisions: Standard legal provisions including governing law, notices, and amendment procedures
1. Non-Compete: Restrictions on consultant's ability to work with competitors (include only if legally enforceable in the jurisdiction)
2. Non-Solicitation: Restrictions on soliciting company's employees or clients (often more enforceable than non-compete)
3. Compliance with Policies: Required adherence to specific company policies (relevant for consultants working on-site or accessing company systems)
4. Data Protection: Specific obligations regarding personal data handling (essential if dealing with sensitive data)
5. Service Levels: Specific performance metrics and standards (relevant for ongoing or technical services)
6. Background Checks: Requirements for security clearance or background verification (important for sensitive projects)
7. Subcontracting: Terms governing the consultant's ability to subcontract work (if permitted)
8. Export Control: Compliance with export control laws (necessary for international or technology-related services)
1. Schedule A - Services Description: Detailed scope of work, deliverables, and timelines
2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones
3. Schedule C - Key Personnel: List of approved consultant personnel who will perform the services
4. Schedule D - Company Policies: Relevant company policies the consultant must comply with
5. Appendix 1 - Reporting Requirements: Templates and procedures for progress reporting
6. Appendix 2 - Approved Subcontractors: List of pre-approved subcontractors if applicable
7. Appendix 3 - Equipment and Resources: List of company-provided equipment or resources if applicable
Authors
Technology
Financial Services
Healthcare
Manufacturing
Professional Services
Education
Energy
Real Estate
Retail
Construction
Entertainment
Telecommunications
Non-Profit
Transportation
Biotechnology
Legal
Human Resources
Procurement
Finance
Operations
Compliance
Risk Management
Project Management Office
Business Development
Research & Development
Information Technology
Marketing
Strategy
Chief Executive Officer
Chief Financial Officer
General Counsel
HR Director
Procurement Manager
Project Manager
Department Head
Operations Director
Business Unit Manager
Legal Counsel
Contract Manager
Hiring Manager
Finance Manager
Risk Manager
Compliance Officer
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