Consultancy Agreements are also known as Consulting Contracts or Consult Agreements. These agreements are commonly used when one party a client hires another party who acts as a consultant for the client in order to perform specific tasks on their behalf in exchange for a pre-agree upon fee.
One of the most argued elements in a Consultant Contract is the treatment of intellectual property rights. For example, a consultant will usually be the first copyright owner of a product created during consultancy work for a software product. Therefore, a properly written contract must specifically indicate whether the copyright in the work product is retained by the consultant or assigned (i.e. transferred) to the client. Additionally, if the work product is retained by the consultant, then it should specify if it will be licensed to the client. Licenses can be on an exclusive or of a non-exclusive basis, and the work product may have various intellectual property rights which may require different handling.
Clauses, that make a Consultancy Agreement robust and well thought-out, include covering the full scope of services, the duration of the work, payments, fees and expenses, data protection compliance, information and approval, intellectual property, liability, and other relevant terms that help ensure protection for both parties involved in the work.
Following are the essential items that should be part of a properly drafted Consultancy Agreement:
• Definitions of service
• Appointment By The Company Of Consultant and Consultant’s Fees
• Covenant And Representations By The Consultant
• Use of Company's Facilities
• Guarantees And Indemnity By Consultant
• Confidential Information
• Intellectual Property
• Non-Compete and Non-Solicitation
• Termination, Cancellation, and Notice Period
• Contract Termination method and reasons
• Post Termination Payments
• Return Of Confidential Information Or Other Company Property
• Survival Clauses
• Consultant’s And Employee’s Obligations Towards Each Other & The Company
• Notices
• Whole Agreement
• Governing Law And Jurisdiction
• Severability
A Note On Intellectual Property In Consultancy Agreements
Intellectual Property is considered to be one of the most contentious issues in a consultancy agreement. The work product of a consultant will usually be protected by copyright (e.g. if the consultant is producing written reports or software code). The consultant will be the first owner of that copyright.
The consultancy agreement should specify whether the copyright in the work product is assigned (i.e. transferred) to the client or retained by the consultant - and if it is retained whether it will be licensed to the client. Licenses may be granted on an exclusive or non-exclusive basis. Often, the intellectual property rights in the different elements of the work product will required different treatment.
The consultant may be an individual or a company. It may in some cases be important - for both consultants and their clients - to ensure that a consultant does not become an employee of the client.
Many Names. One Purpose
Although Consultancy Agreements are also commonly referred to as consultancy contracts, letters of consultancy, agreements consultancy, consultancy document, consultancy agreement, forms consultancy, form for consultancy, the fundamental purpose and scope of these documents remain the same – to lay down specific guidelines by which the consultant and the client are well-protected and that both parties get the results as per agreed terms and conditions of the contract.
No matter what name you use to identify these contracts, Net Lawman Australia understands that there are various factors to be considered when using ready-to-use drafted consulting agreements and contracts, and provides specific and professionally drafted consultancy contract templates which you can also customize and adapt according to your specific situation, without losing out on the important elements of the contract.
One of the most argued elements in a Consultant Contract is the treatment of intellectual property rights. For example, a consultant will usually be the first copyright owner of a product created during consultancy work for a software product. Therefore, a properly written contract must specifically indicate whether the copyright in the work product is retained by the consultant or assigned (i.e. transferred) to the client. Additionally, if the work product is retained by the consultant, then it should specify if it will be licensed to the client. Licenses can be on an exclusive or of a non-exclusive basis, and the work product may have various intellectual property rights which may require different handling.
Clauses, that make a Consultancy Agreement robust and well thought-out, include covering the full scope of services, the duration of the work, payments, fees and expenses, data protection compliance, information and approval, intellectual property, liability, and other relevant terms that help ensure protection for both parties involved in the work.
Following are the essential items that should be part of a properly drafted Consultancy Agreement:
• Definitions of service
• Appointment By The Company Of Consultant and Consultant’s Fees
• Covenant And Representations By The Consultant
• Use of Company's Facilities
• Guarantees And Indemnity By Consultant
• Confidential Information
• Intellectual Property
• Non-Compete and Non-Solicitation
• Termination, Cancellation, and Notice Period
• Contract Termination method and reasons
• Post Termination Payments
• Return Of Confidential Information Or Other Company Property
• Survival Clauses
• Consultant’s And Employee’s Obligations Towards Each Other & The Company
• Notices
• Whole Agreement
• Governing Law And Jurisdiction
• Severability
A Note On Intellectual Property In Consultancy Agreements
Intellectual Property is considered to be one of the most contentious issues in a consultancy agreement. The work product of a consultant will usually be protected by copyright (e.g. if the consultant is producing written reports or software code). The consultant will be the first owner of that copyright.
The consultancy agreement should specify whether the copyright in the work product is assigned (i.e. transferred) to the client or retained by the consultant - and if it is retained whether it will be licensed to the client. Licenses may be granted on an exclusive or non-exclusive basis. Often, the intellectual property rights in the different elements of the work product will required different treatment.
The consultant may be an individual or a company. It may in some cases be important - for both consultants and their clients - to ensure that a consultant does not become an employee of the client.
Many Names. One Purpose
Although Consultancy Agreements are also commonly referred to as consultancy contracts, letters of consultancy, agreements consultancy, consultancy document, consultancy agreement, forms consultancy, form for consultancy, the fundamental purpose and scope of these documents remain the same – to lay down specific guidelines by which the consultant and the client are well-protected and that both parties get the results as per agreed terms and conditions of the contract.
No matter what name you use to identify these contracts, Net Lawman Australia understands that there are various factors to be considered when using ready-to-use drafted consulting agreements and contracts, and provides specific and professionally drafted consultancy contract templates which you can also customize and adapt according to your specific situation, without losing out on the important elements of the contract.
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