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Consulting Contract Template



Appendix A -
'Project Specific Agreement'


This consulting contract template comes in two parts.

On this page is the second part - the 'Project Specific Agreement'. This is supplementary to and sits behind the 'Master Agreement'.




Definitions:
Client [ Insert Client Name and Address ] ("Client").

This Project Specific Agreement ("Project Specific Agreement") Dated [ Insert date ] Between Parties as follows:

[ Subcontractor business Name and Address ] ("Contractor") and

[ Lead Consultant business Name and Address ] ("The Company").

Consulting Contract Template - narrative:
  • Basic definitions including identification of the Client, the Lead Consultant and the Subcontractor

Preamble


WHEREAS, The Company and the Contractor entered into a Master Agreement, dated [ insert date ] ("Master Agreement") to provide Services to Clients on an ongoing basis on terms as are defined in the Master Agreement; and

WHEREAS, The Company desires to benefit from the Contractor's skills and experience and utilize its "Key Personnel" as defined in the Master Agreement

WHEREAS, The Contractor wishes to provide Services to the Client of The Company based on the terms and conditions set out in this Project Specific Agreement;

HEREBY, in consideration of the mutual promises and covenants contained in the Master Agreement and the clauses, terms and conditions contained in this Project Specific Agreement, the parties to this agreement undertake and contract as follows:

Consulting Contract Template - narrative:
  • Preamble to provide context for the Project Specific Agreement

1. Master Agreement and Project Specific Agreement


The Master Agreement and this Project Specific Agreement are intended to be interpreted and applied together.

The Master Agreement sets out the rights and obligations that are integral to the overarching and enduring framework relationship between The Company and The Contractor.

The Project Specific Agreement sets out the information, terms, conditions, mutual rights and obligations as they apply to an individual client assignment that may be undertaken from time to time in the context of the wider framework relationship between The Company and The Contractor as defined in the Master Agreement.

Consulting Contract Template - narrative:
  • Clarifies the relationship between the Master Agreement and Project Specific Agreement
Top

2. Termination and Substitution
2.1 Termination
The Project Specific Agreement can be terminated by either party on providing 30 days notice (in writing), however, both parties acknowledge the value of staff continuity and consistency on projects and commit to take all reasonable steps to see the project through to its conclusion.

At the discretion of the Company, this would be superseded if the Client of The Company terminated the contract between The Company and the Client - refer paragraph 9.

2.2 Substitution
Where the Contractor or Key Staff of the Contractor wish to meet other commitments, which will entail any absence from the project, the Contractor will ensure that:

a. The Contractor gives The Company and the Client reasonable notice (not less than [ 5 ] working days);

b. The absence of the Contractor or Key Staff does not interfere with the performance of the project, the quality of outcomes for the client or the agreed project milestone deliverable timetable;

c. Any substitute offered to continue with the project will be of equivalent skill, experience and expertise to work in the place of the absent resource. The Company has the right to refuse to accept the substitute resource offered on any reasonable ground, and the reserves the right to review the contract and at its sole discretion terminate the Project Specific Agreement.

Consulting Contract Template - narrative:
  • Self explanatory

3. Project Manager
The Project Manager ("Project Manager") nominated by the company to oversee the project will be the named person designated below:

[ Insert name of Project Manager ]

Consulting Contract Template - narrative:

  • Self explanatory

4. Project Budget
The project budget will be [ 35 ] consulting days.

The Contractor agrees to complete the project activities and produce the deliverables and outcomes detailed at paragraph 5, whilst at all times working within the Project Budget specified.

If for any reason additional hours will be required to complete the work the Contractor will undertake the additional work required or secure additional third party resource at the Contractor's own expense to ensure that the deliverables and outcomes are achieved by the agreed Project Completion Date.

No minimum or maximum hours are promised.

The project deliverables and outcomes required under this Project Specific Agreement will be as described in paragraph 5 of this Agreement.

Consulting Contract Template - narrative:
  • This is an important clause since it encapsulates the commercial risk that the independent contractor is taking in accepting the assignment
  • The requirement is for the contractor to complete specified deliverables or achieve specified outcomes for the client as described, but crucially, to do this within a fixed budget and by a fixed completion date
  • If additional work effort is required beyond the project budget than this must be provided at the subcontractors own expense

5. Description of Project and Services ("The Project")

The Project is to support The Company in [ insert project description / description of services ] for the [ Insert Client Name, Business Division ] and other work as directed by The Company from time to time.

The Project will commence on [ insert date ] "Project Start Date" and be completed by [ insert date ] "Project Completion Date".

The preliminary project plan indicates that the work effort required from the Contractor will be 35 consulting days. At the discretion of the Contractor, the Contractor may work additional days as required to ensure the timely and complete delivery of the project. The project may be completed in advance of the "Project Completion Date" provided all specific deliverables and outcomes are completed to the satisfaction of the Company.

The specific deliverables and outcomes of The Contractor will be: [ List deliverables / outcomes required ]a.b.c.d.e.

Consulting Contract Template - narrative:
  • Again, the option for the contractor to front-load the work effort and complete the assignment early is another indication of true independent contractor status

6. Input to the Project by the Company

The Company will, at its discretion, provide resources to deliver aspects of The Project as follows:

The specific deliverables of The Company will be: [ List deliverables, if any]a.b.c.d.e.

Consulting Contract Template - narrative:
  • It is important to document explicitly which elements of the deliverables or outcomes the subcontractor will be accountable for; and to distinguish between those outcomes and deliverables for which the lead consultant will be accountable.

7. Compensation

The Company agrees to pay the Contractor a fixed fee of [ £ / $ insert amount ] [ plus VAT, Sales Tax, GST ] for the Services that are rendered in connection with the specific deliverables and outcomes of the project.

Payment will be made by the Company to the Contractor within [ X ] days of receipt of client monies into the bank account of the Company.

The Company [ shall / shall not ] reimburse the Contractor for any additional or out-of-pocket expenses incurred as a result of work undertaken in connection with this Specific Project Agreement.

Consulting Contract Template - narrative:
  • Note that the compensation is framed as a fixed price amount. Working on this basis rather than on the more flexible daily rate 'pay as you go' basis is another indication of true independent contractor status

8. Incorporation

All terms and conditions of Master Agreement between The Company and The Contractor are hereby incorporated in this Project Specific Agreement.

Consulting Contract Template - narrative:
  • Self explanatory

9. Termination
If this contract is terminated prematurely The Company will apply the same terms and conditions to the Contractor as those applied by the Client to The Company.

In circumstances where the Client terminates the project, this Project Specific Agreement can be terminated by The Company with a minimum of 1 days notice but it is the intention of The Company to provide a minimum of 30 days notice wherever possible.

Consulting Contract Template - narrative:
  • Self explanatory

IN WITNESS HEREOF, the parties have caused this Project Specific Agreement to be signed as of the date and year written above.





Signed:

On behalf of Lead Consultant Company


By: ____________________________



Print Name: ____________________________



Date: __________________________



On behalf of Contractor Company



By: ____________________________



Print Name: ____________________________



Date: __________________________



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