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Mou Consultancy Agreement Template for England and Wales

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Key Requirements PROMPT example:

Mou Consultancy Agreement

"I need an MOU Consultancy Agreement for a software development consultant who will be working on our AI project starting March 2025, with specific IP protection clauses and data processing requirements under UK law."

Document background
The MOU Consultancy Agreement serves as a preliminary framework document for establishing professional consultancy relationships under English and Welsh law. It is particularly useful when parties wish to formalize their intentions and key terms while maintaining some flexibility in their arrangement. While not as rigid as a full service agreement, this document includes essential elements of a consultancy relationship including scope of services, payment terms, and key obligations. The document is designed to comply with UK regulations while protecting both parties' interests in a consultancy arrangement.
Suggested Sections

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Services: Detailed description of consultancy services to be provided

5. Fees and Payment: Payment terms, rates, and invoicing procedures

6. Term and Termination: Duration and conditions for ending the agreement

7. Confidentiality: Protection of sensitive information

8. Intellectual Property Rights: Ownership and usage rights of created materials and pre-existing IP

9. Data Protection: Compliance with GDPR and data protection requirements

10. Liability and Indemnity: Extent of liability and indemnification obligations

11. Governing Law and Jurisdiction: Applicable law and courts for dispute resolution

Optional Sections

1. Non-Compete: Restrictions on competing activities during and after the agreement

2. Insurance: Required insurance coverage and minimum levels

3. Force Majeure: Provisions for handling unforeseeable circumstances

4. Change Control: Process for managing changes to services or agreement terms

5. Anti-Bribery and Corruption: Compliance with anti-corruption laws and ethical business practices

6. Assignment and Subcontracting: Rights and restrictions regarding transfer of obligations

Suggested Schedules

1. Schedule 1 - Services: Detailed scope of services and deliverables

2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment structure

3. Schedule 3 - Service Levels: Performance metrics, standards, and KPIs

4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms and requirements

5. Schedule 5 - Key Personnel: Details of key individuals involved in service delivery

Authors

Alex Denne

Head of Growth (Open Source Law) @ ºÚÁÏÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Relevant Industries
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Industries

Contract Law: Fundamental principles of English contract law governing formation, terms, and enforcement of the consultancy agreement

Supply of Goods and Services Act 1982: Legislation governing the provision of services, including implied terms about reasonable care, skill, and timeliness

Employment Rights Act 1996: Key legislation to consider for ensuring clear distinction between consultancy and employment relationships

Equality Act 2010: Anti-discrimination legislation ensuring protected characteristics are respected in business relationships

UK General Data Protection Regulation: Post-Brexit data protection regulation governing personal data processing and transfer

Data Protection Act 2018: UK's implementation of data protection standards, working alongside UK GDPR

Copyright, Designs and Patents Act 1988: Legislation governing intellectual property rights and ownership of work created during consultancy

Trade Marks Act 1994: Protection of trademarks and related intellectual property in consulting relationships

IR35 Legislation: Off-payroll working rules determining tax status of consultancy arrangements

Value Added Tax Act 1994: Tax legislation relevant to consultancy services and charging VAT

Trade Secrets Regulations 2018: Protection of confidential business information and trade secrets

Competition Act 1998: Legislation ensuring consultancy agreement doesn't breach competition law principles

Enterprise Act 2002: Additional competition and business regulation relevant to consulting arrangements

Arbitration Act 1996: Framework for alternative dispute resolution in consultancy agreements

Civil Procedure Rules: Rules governing civil litigation in England and Wales if disputes arise

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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