(1) Definitions:
A list of special terms used in the agreements.
(2) Term:
When does the contract begin, and when does it end?
(3) Services:
To which standard(s) should the services be provided? Must the consultant keep the customer informed about the progress of the services? Must the consultant comply with reasonable client requests? What about client policy documents?
(4) Client obligations:
Does the have any obligations to provide assistance to the consultant, or to procure the assistance of any third parties? Standard-form and long-form versions only.
(5) Deliverables:
What works and materials must be delivered to the client? When should they be delivered and how? Will client feedback be needed? What warranties will the consultant give in relation to the deliverables? Standard-form and long-form versions only.
(6) Acceptance:
Will the client have an opportunity for formally review - and to formally accept or reject - the deliverables? On what substantive basis will acceptance testing / reviewing be carried out? What are the consequences of acceptance, and of rejection? Long-form version only.
(7) Client Materials:
Will the client supply and works and materials to the consultant for use in connection with the services? On what basis will those works and materials be licensed? Will the client warrant that they are non-infringing? Standard-form and long-form versions only.
(8) Intellectual Property Rights:
Will rights in deliverables be assigned to the client, or will they be licensed, or will the some rights be assigned while others are licensed? How will third party rights be handled? What about moral rights? Standard-form and long-form versions only.
(9) Charges:
What must he client pay by way of charges? When must the charges be paid? How will taxes be handled?
(10) Expenses:
To what extent is the client obliged to reimburse the consultant's expenses? Does the consultant have a concomitant obligation to retain evidence of expenses, and to supply that evidence to the client upon request? Long-form version only.
(11) Timesheets:
Does the consultant have an obligation to keep and supply timesheets? Long-form version only.
(12) Payments:
When may the consultant issue invoices to the client? When should such invoices be paid? What method(s) may be used for payment? Will contractual interest be payable in the event of a failure to pay on time?
(13) Confidentiality obligations:
To what extent are the parties expressly obligated to keep each others' information confidential? What exceptions apply to those confidentiality obligations? What happens to confidential information and confidentiality obligations after termination of the contract? Standard-form and long-form versions only.
(14) Publicity:
Are the parties' free to publicise the agreement? If not, what restrictions will apply? Long-form version only.
(15) Data protection:
Personal data processing-related obligations. Long-form version only.
(16) Warranties:
What general warranties do the parties give? Also, should implied warranties and representations be excluded?
(17) Indemnities:
With either or both parties give any express indemnities? What if any conditions must a party fulfil to gain the benefit of an indemnity? Standard-form and long-form versions only.
(18) Limitations and exclusions of liability:
Are one or both parties protected with respect to liability for loss of profits, revenue, use, opportunities, data and/or software? Are liabilities capped?
(19) Force Majeure Event:
Will the parties' obligations be suspended in the event of force majeure? Are there an concomitant notification or mitigation obligations? Standard-form and long-form versions only.
(20) Termination:
When and how may the parties terminate the contract for convenience? How may the parties terminate in the event of breach or insolvency?
(21) Effects of termination:
Which contractual provisions will continue to have effect after termination? Also, termination will not affect accrued rights.
(22) Non-solicitation of personnel:
Will the parties be expressly prohibited from poaching each other's employees? Long-form version only.
(23) Status of Consultant:
Identify the consultant as in independent party, not employee. No redundancy payments or similar compensation.
(24) Notices:
How should formal notifications relating to the contract be sent? Will receipt of notifications be deemed to have happened in any particular circumstances? Standard-form and long-form versions only.
(25) Subcontracting:
Is the consultant permitted to subcontract its obligations under the contract? Is consent necessary for subcontracting? Standard-form and long-form versions only.
(26) General clauses:
Assignment, waivers, severability, third party rights, variation, entire agreement, governing law, jurisdiction, interpretation.
SCHEDULE 1 (Services particulars):
What services will be provided? What will actually be delivered to the client? When will the services be provided and the deliverables delivered? What specific works and materials must the client provide to the consultant? What must be paid, and when?
SCHEDULE 2 (Data processing information):
Identifies the specific processing information required under data protection law.
