Free consultancy terms and conditions: cover

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 Consultancy terms and conditions
Please read these Terms and Conditions carefully. All contracts that the Consultant
may enter into from time to time for the provision of [consultancy services] shall be
governed by these Terms and Conditions, and the Consultant will ask the Client for
the Client's express written acceptance of these Terms and Conditions before
providing any [consultancy services] to the Client.

TERMS AND CONDITIONS

1. Definitions

1.1 In these Terms and Conditions[, except to the extent expressly provided
otherwise]:

"Charges" means the following amounts:

(a) [the amounts specified in Section 7 of the Statement of Work];

(b) [such amounts as may be agreed in writing by the parties from time to
time]; and

(c) [amounts calculated by multiplying the Consultant's [standard time-

based charging rates (as notified by the Consultant to the Client before
the date of the Contract)] by the time spent by the Consultant's
personnel performing [the Services] (rounded [down by the Consultant
to the nearest quarter hour])];

[additional list items]

"Client" means the person or entity identified as such in Section 1 of the

Statement of Work;

"Client Materials" means [all works and materials supplied by or on behalf

of the Client to the Consultant for incorporation into the Deliverables or for
some other use in connection with the Services];

"Consultant" means [[individual name] of [address]] OR [[company name],

a company incorporated in [England and Wales] (registration number
[registration number]) having its registered office at [address]] OR
[[partnership name], a partnership established under the laws of [England
and Wales] having its principal place of business at [address]];

"Contract" means a particular contract made under these Terms and

Conditions between the Consultant and the Client;

"Deliverables" means [those [deliverables] specified in Section 4 of the

Statement of Work that the Consultant has agreed to deliver to the Client
under these Terms and Conditions] OR [[define deliverables]];

"Effective Date" means [the date of execution of a Statement of Work

incorporating these Terms and Conditions];
 "Intellectual Property Rights" means [all intellectual property rights
wherever in the world, whether registrable or unregistrable, registered or
unregistered, including any application or right of application for such rights
(and these "intellectual property rights" include copyright and related rights,
database rights, confidential information, trade secrets, know-how, business
names, trade names, trade marks, service marks, passing off rights, unfair
competition rights, patents, petty patents, utility models, semi-conductor
topography rights and rights in designs)];

"Minimum Term" means, in respect of the Contract, [the period [of 12

months beginning on the Effective Date]] OR [the period specified in Section
2 of the Statement of Work];

"Services" means the consultancy services specified in Section 3 of the

Statement of Work;

"Statement of Work" means a written statement of work agreed by or on

behalf of each of the parties;

"Term" means [the term of the Contract, commencing in accordance with

Clause 3.1 and ending in accordance with Clause 3.2];

"Terms and Conditions" means all the documentation containing the

provisions of the Contract, namely the main body of these Terms and
Conditions and the Statement of Work, including any amendments to that
documentation from time to time; and

"Third Party Materials" means the works and/or materials comprised in the
Deliverables (excluding the Client Materials), the Intellectual Property Rights
in which are owned by a third party[, and which are specified in Section 4 of
the Statement of Work or which the parties agree in writing shall be
incorporated into the Deliverables].

2. Credit

2.1 This document was created using a template from SEQ Legal
([Link]

You must retain the above credit. Use of this document without the credit is an
infringement of copyright. However, you can purchase from us an equivalent
document that does not include the credit.

3. Term

3.1 The Contract shall come into force upon the Effective Date.

3.2 The Contract shall continue in force [indefinitely] OR [until:

(a) all the Services have been completed;

(b) all the Deliverables have been delivered; and

(c) all the Charges have been paid in cleared funds,

 upon which it will terminate automatically], subject to termination in
accordance with Clause 11.

3.3 Unless the parties expressly agree otherwise in writing, each Statement of
Work shall create a distinct contract under these Terms and Conditions.

4. Services

4.1 The Consultant shall provide the Services to the Client in accordance with
these Terms and Conditions.

4.2 The Consultant shall provide the Services [with reasonable skill and care] OR
[in accordance with the standards of skill and care reasonably expected from
a leading service provider in the Consultant's industry] OR [[specify
standard(s)]].

5. Deliverables

5.1 The Consultant shall deliver the Deliverables to the Client.

5.2 The Client must promptly, following receipt of a written request from the
Consultant to do so, provide written feedback to the Consultant concerning
the Consultant's proposals, plans, designs and/or preparatory materials
relating to the Deliverables and made available to the Client with that written
request.

5.3 The Consultant shall [ensure] OR [use its best endeavours to ensure] OR [use
reasonable endeavours to ensure] that the Deliverables are delivered to the
Client in accordance with the timetable set out in Section 5 of the Statement
of Work.

5.4 The Consultant warrants to the Client that:

(a) [the Deliverables will conform with the requirements of Section 4 of the
Statement of Work[ as at the date of delivery of the Deliverables]];

(b) [the Deliverables will be free from [material defects]]; and

(c) [[the Deliverables] OR [the Deliverables when used by the Client in

accordance with these Terms and Conditions] will not infringe the
Intellectual Property Rights[ or other legal rights] of any person[, and
will not breach [the provisions of any law, statute or regulation],] in
[any jurisdiction and under any applicable law]].

[additional list items]

6. Licence

6.1 The Consultant hereby grants to the Client [a non-exclusive, worldwide,

perpetual and irrevocable] licence to [copy, store, distribute, publish, adapt,
edit and otherwise use] the Deliverables[ (excluding [the Third Party
Materials and the Client Materials])][ for the following purposes: [identify
purposes]].
7. Charges

7.1 The Client shall pay the Charges to the Consultant in accordance with these
Terms and Conditions.

7.2 All amounts stated in or in relation to these Terms and Conditions are, unless
the context requires otherwise, stated [inclusive of any applicable value
added taxes] OR [exclusive of any applicable value added taxes, which will be
added to those amounts and payable by the Client to the Consultant].

8. Payments

8.1 The Consultant shall issue invoices for the Charges to the Client [from time to
time during the Term] OR [on or after the invoicing dates set out in Section 7
of the Statement of Work] OR [at any time after the relevant Services have
been delivered to the Client] OR [in advance of the delivery of the relevant
Services to the Client].

8.2 The Client must pay the Charges to the Consultant within the period of [30
days] following [the issue of an invoice in accordance with this Clause 8] OR
[the receipt of an invoice issued in accordance with this Clause 8].

8.3 The Client must pay the Charges by [debit card, credit card, direct debit,
bank transfer or cheque] (using such payment details as are notified by the
Consultant to the Client from time to time).

8.4 If the Client does not pay any amount properly due to the Consultant under
these Terms and Conditions, the Consultant may:

(a) charge the Client interest on the overdue amount at the rate of [8% per
annum above the Bank of England base rate from time to time] (which
interest will accrue daily until the date of actual payment and be
compounded at the end of each calendar month); or

(b) claim interest and statutory compensation from the Client pursuant to
the Late Payment of Commercial Debts (Interest) Act 1998.

9. Warranties

9.1 The Consultant warrants to the Client that:

(a) [the Consultant has the legal right and authority to enter into the
Contract and to perform its obligations under these Terms and
Conditions];

(b) [the Consultant will comply with all applicable legal and regulatory
requirements applying to the exercise of the Consultant's rights and the
fulfilment of the Consultant's obligations under these Terms and
Conditions]; and

(c) [the Consultant has or has access to all necessary know-how, expertise
and experience to perform its obligations under these Terms and
Conditions].
 [additional list items]

9.2 The Client warrants to the Consultant that it has the legal right and authority
to enter into the Contract and to perform its obligations under these Terms
and Conditions.

9.3 All of the parties' warranties and representations in respect of the subject
matter of the Contract are expressly set out in these Terms and Conditions
and the applicable Statement of Work. Subject to Clause 10.1, no other
warranties or representations will be implied into the Contract and no other
warranties or representations relating to the subject matter of the Contract
will be implied into any other contract.

10. Limitations and exclusions of liability

10.1 Nothing in these Terms and Conditions will:

(a) limit or exclude any liability for death or personal injury resulting from
negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable
law; or

(d) exclude any liabilities that may not be excluded under applicable law.

10.2 The limitations and exclusions of liability set out in this Clause 10 and
elsewhere in these Terms and Conditions:

(a) are subject to Clause 10.1; and

(b) govern all liabilities arising under these Terms and Conditions or
relating to the subject matter of these Terms and Conditions, including
liabilities arising in contract, in tort (including negligence) and for
breach of statutory duty, except to the extent expressly provided
otherwise in these Terms and Conditions.

10.3 [Neither party shall be liable to the other party] OR [The Consultant shall not
be liable to the Client] OR [The Client shall not be liable to the Consultant] in
respect of any loss of profits or anticipated savings.

10.4 [Neither party shall be liable to the other party] OR [The Consultant shall not
be liable to the Client] OR [The Client shall not be liable to the Consultant] in
respect of any loss of revenue or income.

10.5 [Neither party shall be liable to the other party] OR [The Consultant shall not
be liable to the Client] OR [The Client shall not be liable to the Consultant] in
respect of any loss of use or production.

10.6 [Neither party shall be liable to the other party] OR [The Consultant shall not
be liable to the Client] OR [The Client shall not be liable to the Consultant] in
respect of any loss of business, contracts or opportunities.
10.7 [Neither party shall be liable to the other party] OR [The Consultant shall not
be liable to the Client] OR [The Client shall not be liable to the Consultant] in
respect of any loss or corruption of any data, database or software.

10.8 [Neither party shall be liable to the other party] OR [The Consultant shall not
be liable to the Client] OR [The Client shall not be liable to the Consultant] in
respect of any special, indirect or consequential loss or damage.

11. Termination

11.1 The Consultant may terminate the Contract by giving to the Client [not less
than 30 days'] written notice of termination[, expiring [at the end of any
[calendar month]] OR [after the end of the Minimum Term]]. The Client may
terminate the Contract by giving to the Consultant [not less than 30 days']
written notice of termination[, expiring [at the end of any [calendar month]]
OR [after the end of the Minimum Term]].

OR

11.1 Either party may terminate the Contract by giving to the other party [not less
than 30 days'] written notice of termination[, expiring [at the end of any
[calendar month]] OR [after the end of the Minimum Term]].

11.2 Either party may terminate the Contract immediately by giving written notice
of termination to the other party if:

(a) the other party commits any [breach] OR [material breach] of the
Contract[, and the breach is not remediable];

(b) [the other party commits a [breach] OR [material breach] of the

Contract, and the breach is remediable but the other party fails to
remedy the breach within the period of [30 days] following the giving of
a written notice to the other party requiring the breach to be
remedied]; or

(c) [the other party persistently breaches the Contract (irrespective of

whether such breaches collectively constitute a material breach)].

11.3 Either party may terminate the Contract immediately by giving written notice
of termination to the other party if:

(a) the other party:

(i) is dissolved;

(ii) ceases to conduct all (or substantially all) of its business;

(iii) is or becomes unable to pay its debts as they fall due;

(iv) is or becomes insolvent or is declared insolvent; or

(v) convenes a meeting or makes or proposes to make any

arrangement or composition with its creditors;
 (b) an administrator, administrative receiver, liquidator, receiver, trustee,
manager or similar is appointed over any of the assets of the other
party;

(c) an order is made for the winding up of the other party, or the other
party passes a resolution for its winding up[ (other than for the purpose
of a solvent company reorganisation where the resulting entity will
assume all the obligations of the other party under the Contract)]; or

(d) [if that other party is an individual:

(i) that other party dies;

(ii) as a result of illness or incapacity, that other party becomes

incapable of managing his or her own affairs; or

(iii) that other party is the subject of a bankruptcy petition or order.]

11.4 The Consultant may terminate the Contract immediately by giving written
notice to the Client if:

(a) any amount due to be paid by the Client to the Consultant under the
Contract is unpaid by the due date and remains unpaid upon the date
that that written notice of termination is given; and

(b) the Consultant has given to the Client at least [30 days'] written notice,
following the failure to pay, of its intention to terminate the Contract in
accordance with this Clause 11.4.

12. Effects of termination

12.1 Upon the termination of the Contract, all of the provisions of these Terms and
Conditions shall cease to have effect, save that the following provisions of
these Terms and Conditions shall survive and continue to have effect (in
accordance with their express terms or otherwise indefinitely): [Clauses 1, 6,
8.2, 8.4, 10, 12, 13.2 and 15].

12.2 Except to the extent that these Terms and Conditions expressly provides
otherwise, the termination of the Contract shall not affect the accrued rights
of either party.

13. Status of Consultant

13.1 The Consultant is not an employee of the Client, but an independent

contractor.

13.2 The termination of the Contract will not constitute unfair dismissal; nor will
the Consultant be entitled to any compensation payments, redundancy
payments or similar payments upon the termination of the Contract.

14. Subcontracting
14.1 The Consultant must not subcontract any of its obligations under the Contract
without the prior written consent of the Client[, providing that the Client must
not unreasonably withhold or delay the giving of such consent].

OR

14.1 Subject to any express restrictions elsewhere in these Terms and Conditions,
the Consultant may subcontract any of its obligations under the Contract[,
providing that the Consultant must give to the Client, promptly following the
appointment of a subcontractor, a written notice specifying the subcontracted
obligations and identifying the subcontractor in question].

14.2 The Consultant shall remain responsible to the Client for the performance of
any subcontracted obligations.

15. General

15.1 No breach of any provision of the Contract shall be waived except with the
express written consent of the party not in breach.

15.2 If any provision of the Contract is determined by any court or other

competent authority to be unlawful and/or unenforceable, the other
provisions of the Contract will continue in effect. If any unlawful and/or
unenforceable provision would be lawful or enforceable if part of it were
deleted, that part will be deemed to be deleted, and the rest of the provision
will continue in effect (unless that would contradict the clear intention of the
parties, in which case the entirety of the relevant provision will be deemed to
be deleted).

15.3 The Contract may not be varied except by a written document signed by or
on behalf of each of the parties.

15.4 Neither party may without the prior written consent of the other party assign,
transfer, charge, license or otherwise deal in or dispose of any contractual
rights or obligations under these Terms and Conditions.

15.5 The Contract is made for the benefit of the parties, and is not intended to
benefit any third party or be enforceable by any third party. The rights of the
parties to terminate, rescind, or agree any amendment, waiver, variation or
settlement under or relating to the Contract are not subject to the consent of
any third party.

15.6 Subject to Clause 10.1, these Terms and Conditions shall constitute the entire
agreement between the parties in relation to the subject matter of these
Terms and Conditions, and shall supersede all previous agreements,
arrangements and understandings between the parties in respect of that
subject matter.

15.7 The Contract shall be governed by and construed in accordance with [English
law].

15.8 The courts of [England] shall have exclusive jurisdiction to adjudicate any
dispute arising under or in connection with the Contract.
STATEMENT OF WORK

1. Client details

The Client is [[individual name] of [address]] OR [[company name], a company

incorporated in [England and Wales] (registration number [registration number])
having its registered office at [address]] OR [[partnership name], a partnership
established under the laws of [England and Wales] having its principal place of
business at [address]].

2. Minimum Term

[Specify Minimum Term]

3. Specification of Services

[Specify Services]

4. Specification of Deliverables

[Specify Deliverables]

5. Timetable

[Insert timetable]

6. Client Materials

[Specify Client Materials]

7. Financial provisions

[Insert financial provisions]

8. Contractual notices

[Consultant contractual notices address details]

[Client contractual notices address details]

By signing below the parties have indicated their acceptance of this Statement of
Work together with the terms and conditions attached to this Statement of Work[,
providing that if there are no terms and conditions attached to this Statement of
Work, the parties agree that this Statement of Work shall be governed by [the
terms and conditions most recently agreed by the parties in writing]].

SIGNED BY [[individual name] on [...............], the Consultant] OR [[individual

name] on [...............], duly authorised for and on behalf of the Consultant]:

........................................

SIGNED BY [[individual name] on [...............], the Client] OR [[individual name]

on [...............], duly authorised for and on behalf of the Client]:
........................................
 Free consultancy terms and conditions: drafting
notes
This is a short-form consultancy T&Cs document, which can be used free of charge
if you retain the SEQ Legal credit.

The template includes provisions relating to the services to be provided, the supply
of deliverables, the licensing of rights in the deliverables to the client, the charges
payable by the client, the status of the consultant, subcontracting, and much else
besides.

The particulars of each contract should be set out in a distinct statement of work,
and a skeleton for this document is provided with the template.

This T&Cs document contains the same substantive provisions as the free
consultancy agreement document; only the form is different.

If you wish to use this document without the SEQ Legal credit, you can purchase a
licence to do so; credit aside, the document is identical to the consultancy terms
and conditions (basic) that we publish.

 What subject matter will be exclusively governed by contracts made under

this document?

TERMS AND CONDITIONS

Clause 1: Definitions

Clause 1.1

Definition of Charges

 What charges are payable under this document?

 How should the time-based charging rates be described or specified?

 Will all the services be subject to time-based charging, or only some of the
services?

 How are time-based charging units to be rounded?

Definition of Consultant

 Is the first party an individual, a company or a partnership?

 What is the full name of the individual (including middle names)?

 What is the postal address of the first party?

 What is the full company name of the first party?

 In which jurisdiction is the first party incorporated?

  What is the registration number of the first party?

 What is the registered office address of the first party?

 What is the name of the first party partnership?

 In which jurisdiction is the first party partnership established?

 Where is the principal place of business of the first party?

Definition of Deliverables

 What type of thing are the deliverables (e.g. written reports, software
programs, graphical works)?

Definition of Effective Date

 When will contracts come into force?

Definition of Minimum Term

 What minimum term will apply?

Definition of Term

 Define "Term", the period during which the contract will subsist.

Definition of Third Party Materials

 Must all third party materials incorporated into the deliverables be

specifically identified in the specification of the deliverables or included
subject to the parties' agreement?

Clause 2: Credit

Clause: Free documents licensing warning

Optional element. Although you need to retain the credit, you should remove the
inline copyright warning from this document before use.

Clause 3: Term

Clause 3.2

 Is the term of the document indefinite, or will it automatically come to an

end after all services and deliverables have been provided and all amounts
due have been paid?

Clause 4: Services

Clause 4.2

Optional element. Must the services meet any specified standard(s)?

 What standard(s) must the services meet?

Clause 5: Deliverables
Optional element.

Clause 5.2

Optional element.

Clause 5.3

Optional element.

 Is the obligation to supply deliverables in accordance with the agreed

timetable: (i) absolute; or (ii) an obligation to use best endeavours; or (iii)
an obligation to use reasonable endeavours?

Clause 5.4

Optional element.

 What warranties will the Consultant give to the Client in relation to the
deliverables?

 Should the warranty of conformity only apply at the date of delivery of the
deliverables?

 What sort of defects does the Consultant warrant the deliverables will be
free from?

 Do the warranties relating to legality apply to the deliverables generally, or

just to uses permitted by this document?

 Will this warranty extend to legal rights other than intellectual property
rights?

 Should a warranty of legality be included?

 What (if any) jurisdictional limitations and applicable law limitations should
apply to these warranties?

Clause 6: Licence

Optional element.

Clause 6.1

 What type of licence will the Consultant grant to the Client?

 What exactly may the Client do with the deliverables?

 Do any rights in the deliverables need to be carved out from the licence
(e.g. rights in third party materials)?

 Will the licence be limited by reference to the purposes for which the
deliverables may be used?

 The rights in which elements of the deliverables should be carved out from
the licence?
  For what purposes may the deliverables be used?

Clause 7: Charges

Clause 7.2

Optional element.

 Are payment amounts stated inclusive or exclusive of VAT?

Clause 8: Payments

Clause 8.1

 When should invoices be issued?

Clause 8.2

 What is the period for payment of invoices?

 When does the period for payment of an invoice begin to run?

Clause 8.3

Optional element.

 Using what methods should payments be made?

Clause 8.4

Optional element.

 What contractual interest rate should apply to late payments?

Clause 9: Warranties

Optional element.

Clause 9.1

Optional element.

 What general warranties will the Consultant give to the Client?

Clause 9.2

Optional element.

Clause 10: Limitations and exclusions of liability

Contractual limitations and exclusions of liability are regulated and controlled by

law, and the courts may rule that particular limitations and exclusions of liability in
contracts are unenforceable.

The courts are particularly likely to intervene where a party is seeking to rely on a
limitation or exclusion of liability in its standard terms and conditions, but will also
sometimes intervene where a term has been individually negotiated.
The courts may be more likely to rule that provisions excluding liability, as opposed
to those merely limiting liability, are unenforceable.

If there is a risk that any particular limitation or exclusion of liability will be found to
be unenforceable by the courts, that provision should be drafted as an independent
term, and be numbered separately from the other provisions.

It may improve the chances of a limitation or exclusion of liability being found to be

enforceable if the party seeking to rely upon it specifically drew it to the attention
of the other party before the contract was entered into.

Exclusions and limitations of liability in UK contracts are primarily regulated by the

Unfair Contract Terms Act 1977 ("UCTA").

Contracts regulated by UCTA cannot exclude or restrict a party's liability for death
or personal injury resulting from negligence (Section 2(1), UCTA).

Except insofar as the relevant term satisfies the requirements of reasonableness,

such contracts cannot exclude or restrict liability: (i) for negligence (which includes
a breach of an express or implied contractual obligation to take reasonable care or
exercise reasonable skill) (Section 2(2), UCTA); or (ii) for misrepresentation
(Section 3, Misrepresentation Act 1967).

In addition, if a contract is regulated by UCTA, and one of the parties is dealing on

the other's written standard terms of business, then except insofar as the relevant
contractual term satisfies the requirements of reasonableness the other party
cannot: (i) exclude or restrict his liability in respect of a breach of contract; or (ii)
claim to be entitled to render a contractual performance substantially different from
that which was reasonably expected of him; or (iii) claim to be entitled, in respect
of the whole or any part of his contractual obligation, to render no contractual
performance at all (see Section 3, UCTA).

UCTA includes various other restrictions, particularly in the case of contracts for the
sale of goods and contracts under which possession or ownership of goods passes.

If you wish to try to limit/exclude for liability in respect of reckless, deliberate,

personal and/or repudiatory breaches of contract, you should specify this in relation
to the relevant provision (for example, using the following wording: "The limitations
and exclusions of liability in this Clause [number] will apply whether or not the
liability in question arises out of any reckless, deliberate, personal and/or
repudiatory conduct or breach of contract"). In many circumstances, however, the
courts will find these types of limitations and exclusions to be unenforceable.

Somewhat different rules apply to limitations of liability in contracts with

consumers, and these provisions should not be used in relation to such contracts.

These guidance notes provide a very incomplete and basic overview of a complex
subject. Accordingly, you should take legal advice if you may wish to rely upon a
limitation or exclusion of liability.

Clause 10.1
Do not delete this provision (except upon legal advice). Without this provision, the
specific limitations and exclusions of liability in the document are more likely to be
unenforceable.

Clause 10.3

Optional element.

 Which of the parties will be the beneficiary of this limitation of liability?

Clause 10.4

Optional element.

 Which of the parties will be the beneficiary of this limitation of liability?

Clause 10.5

Optional element.

 Which of the parties will be the beneficiary of this limitation of liability?

Clause 10.6

Optional element.

 Which of the parties will be the beneficiary of this limitation of liability?

Clause 10.7

Optional element.

 Which of the parties will be the beneficiary of this limitation of liability?

Clause 10.8

Optional element.

"Consequential loss" has a special meaning in English law: it means any loss that,
whilst not arising naturally from the breach, was specifically in the contemplation of
the parties when the contract was made.

 Which of the parties will be the beneficiary of this limitation of liability?

Clause 11: Termination

Clause 11.1

 What notice period will apply?

 Must the notice of termination expire after some particular period, or on

some particular day?

 What is the notice period when the Client is giving the Consultant written
notice of termination?

 Will the Client's right to terminate for convenience be restricted?

  How will the limitation on the expiry of the termination notice period
operate?

 Specify the relevant period.

 In what way will the Client's right to terminate for convenience be

restricted?

 Insert relevant time period.

Clause 11.1

 What notice period will apply?

 Must the notice of termination expire after some particular period, or on

some particular day?

 How will the limitation on the expiry of the termination notice period
operate?

 Insert relevant time period.

Clause 11.2

 In what circumstances may a party terminate for breach?

 Will all breaches, or only material breaches, give rise to a right of

termination?

 What is the remediation period here?

 Should each party have a right to terminate if the other party is persistently
in breach of contract, even where there has been no material breach?

Clause 11.3

 Will the winding up of a party as part of a solvent company reorganisation

give rise to a right of termination for the other party?

 Will or might a party to the document be an individual, rather than a

corporate entity?

Clause 11.4

Optional element.

 What notice period applies in the case of termination for non-payment?

Clause 13: Status of Consultant

Optional element.

Clause 13.2

Optional element.

Clause 14: Subcontracting

Optional element.

Clause 14.1

 Will the Client only be permitted to withhold consent to subcontracting

where it is reasonable to do so?

Clause 14.1

 Will the Consultant be obliged to notify the Client of any subcontracting

arrangements?

Clause 15: General

Clause 15.1

Optional element.

Clause 15.2

Optional element.

Clause 15.3

Optional element.

This is intended to prevent, for example, one party wrongfully claiming that a term
of the contract was changed in a telephone call.

Clause 15.4

Optional element.

Clause 15.5

Optional element.

This provision is designed to exclude any rights a third party may have under the
Contracts (Rights of Third Parties) Act 1999.

Clause 15.6

Optional element.

Clause 15.7

This template has been drafted to work in the English law context. If you plan to
change the governing law, you should have the document reviewed by someone
with expertise in the law of the relevant jurisdiction.

 Which law will govern the document?

Clause 15.8

Optional element.
As a practical matter, it makes sense for the courts with expertise in the relevant
law to have the right to adjudicate disputes. Where one of the parties is outside
England (or at least the UK), you may want to grant the courts of their home
jurisdiction the right to adjudicate disputes, as this could ease enforcement in some
circumstances.

 The courts of which jurisdiction will have the exclusive right to adjudicate
disputes relating to the document (subject to applicable law)?

STATEMENT OF WORK

Section 1: Client details

 Is the second party an individual, a company or a partnership?

 What is the full name of the individual (including middle names)?

 What is the postal address of the second party?

 What is the full company name of the second party?

 In which jurisdiction is the second party incorporated?

 What is the registration number of the second party?

 What is the registered office address of the second party?

 What is the name of the second party partnership?

 In which jurisdiction is the second party partnership established?

 Where is the principal place of business of the second party?

Section 2: Minimum Term

Optional element.

 Specify the minimum term of the contract.

Section 3: Specification of Services

 Insert the specification for the services.

Section 4: Specification of Deliverables

Optional element.

 Insert the specification for the deliverables.

Section 5: Timetable

Optional element.

 Insert the timetable for the performance of the parties' obligations.

Section 6: Client Materials

Optional element.

 Specify the client materials to be supplied by the Client to the Consultant.

Section 7: Financial provisions

 Insert financial provisions.

Section 8: Contractual notices

Optional element.

Subsection: Prompt for first party contractual notice address details

 Insert details to be used for sending contractual notices to the Consultant.

Subsection: Prompt for second party contractual notice address details

 Insert details to be used for sending contractual notices to the Client.

Section: Execution of statement of work (individuals, companies or

partnerships)

Subsection: Execution of contract by first party (individual, company or

partnership)

 Will the contract be signed by the (first party) contracting individual, or a

person on behalf of the (first party) contracting entity?

 What is the full name of the first party signatory?

 On what date is the first party signing the contract?

 Add the full name of the person who will sign the document on behalf of the
first party.

 On what date is the contract being signed on behalf of the first party?

Subsection: Execution of contract by second party (individual, company or

partnership)

 Will the contract be signed by the (second party) contracting individual, or

by a person on behalf of the (second party) contracting entity?

 What is the full name of the second party signatory?

 On what date is the second party signing the contract?

 Add the full name of the person who will sign the document on behalf of the
second party.

 On what date is the contract being signed on behalf of the second party?