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Exclusive Consulting Agreement
"I need an Exclusive Consulting Agreement for engaging a cybersecurity consultant who will work with multiple departments in our mining company, starting March 2025, with strict confidentiality provisions and access to sensitive operational data."
1. Parties: Identifies and provides full details of the contracting parties - the company and the consultant
2. Background: Sets out the context of the agreement and the parties' intentions
3. Definitions and Interpretation: Defines key terms used in the agreement and establishes interpretation principles
4. Appointment and Scope: Establishes the exclusive appointment of the consultant and defines the scope of services
5. Duration and Termination: Specifies the term of the agreement and circumstances for termination
6. Consultant's Obligations: Details the consultant's duties, responsibilities, and performance standards
7. Company's Obligations: Outlines the company's responsibilities and support to be provided
8. Fees and Payment Terms: Specifies consulting fees, payment schedule, and expense policies
9. Exclusivity Provisions: Details the nature and extent of the exclusive relationship
10. Intellectual Property Rights: Addresses ownership and usage rights of work products and pre-existing IP
11. Confidentiality: Protects confidential information and trade secrets
12. Data Protection: Ensures POPIA compliance in handling personal information
13. Relationship of Parties: Clarifies independent contractor status and non-employment relationship
14. General Provisions: Includes standard clauses like notices, amendments, governing law, etc.
1. Non-Competition: Restricts consultant's ability to compete - include when protecting market position is crucial
2. Insurance: Specifies required insurance coverage - include for high-risk or regulated industries
3. Performance Metrics: Establishes KPIs and evaluation criteria - include when performance-based compensation applies
4. Compliance with Specific Regulations: Added for regulated industries or specific compliance requirements
5. Foreign Law Compliance: Include when services involve cross-border elements
6. Force Majeure: Addresses unforeseen circumstances - particularly relevant post-COVID
7. Assignment and Subcontracting: Include when there's possibility of corporate restructuring or need for subcontractors
8. Dispute Resolution: Include detailed arbitration or mediation procedures when preferred over court proceedings
1. Schedule A - Scope of Services: Detailed description of consulting services to be provided
2. Schedule B - Fee Structure: Detailed breakdown of fees, rates, and payment terms
3. Schedule C - Service Levels: Specific performance standards and metrics
4. Schedule D - Designated Personnel: Key personnel assigned to provide the services
5. Schedule E - Company Policies: Relevant company policies consultant must comply with
6. Appendix 1 - Required Reports: Templates and requirements for regular reporting
7. Appendix 2 - Approved Subcontractors: List of pre-approved subcontractors if applicable
8. Appendix 3 - Compliance Checklist: Specific regulatory or compliance requirements
Authors
Technology
Management Consulting
Financial Services
Healthcare
Manufacturing
Mining
Professional Services
Education
Energy
Construction
Agriculture
Telecommunications
Retail
Environmental Services
Legal
Procurement
Human Resources
Finance
Operations
Risk Management
Compliance
Corporate Services
Project Management Office
Business Development
Strategy
Chief Executive Officer
Chief Financial Officer
Legal Counsel
Procurement Manager
Human Resources Director
Business Development Manager
Project Manager
Operations Director
Management Consultant
Strategy Consultant
Technical Consultant
Department Head
Contracts Manager
Company Secretary
Risk Manager
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