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Explanatory Notes
Appointment of a Consultant Contract Template
EXPLANATORY NOTES Consultants come in all shapes and sizes and a vast range of specialisms. This form of appointment is designed for a client appointing an individual consultant to provide services over a fixed period. The precise nature of the services is to be set out in the letter or in a schedule which would be annexed to the appointment. The appointment is in letter form and countersigned by the Consultant. The letter will constitute a contract between the two parties. Any amendments should be signed by both parties. The letter deals in paragraph 2 with the period during which the services will be provided, and paragraph 3 refers to the minimum time commitments which the Consultant may have but this may not be appropriate - e.g. where the Consultant is undertaking a particular task which does not involve a specified number of hours per day or days per month. Paragraph 6 specifies the fee arrangements and also deals with expenses while paragraph 7 deals with payment. Paragraph 8 sets out a benchmark for the standards of skill and care to be applied. Paragraphs 9 and 10 make it clear that the Consultant, even if he/she works as part of the Client's team, is, technically at least, an independent contractor and is not on the payroll of the Company. Advice on the tax implications is strongly recommended here: the UK Inland Revenue, for example, may require a company to treat an individual as an employee rather than an independent consultant in certain circumstances, one effect of which would be to require the company to deduct tax from the payments due to the Consultant. Confidentiality can be important to a Company where a Consultant has access to trade secrets - hence paragraphs 11 and 12. Intellectual property rights may be created by the Consultant, but with a consultancy such as this one the Company is likely to require ownership of those rights just as it would with an employee, and this is covered by paragraph 13. Sometimes a Consultant will expect to retain ownership, in which case, if this is agreed, the paragraph should provide for the Company to have an irrevocable licence to use the intellectual property rights created by the Consultant in the course of his/her services. Paragraph 14 specifies that the services are personal. Paragraphs 15 and 16 respectively provide for the Company to terminate the Agreement early on 30 days notice, or without notice if the services are not being performed satisfactorily. Finally, this letter of appointment assumes that the consultant is performing services in the same country as the Company. Should there by an international element, a "governing law and jurisdiction" clause should be added which can be downloaded free of charge from our website (see document Z133 under Free Information).
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