Do these T&Cs allow the consultant to sub-contract to others? Or must the consultant do all the work under the T&Cs itself?
The T&Cs enable you to adapt the document for either possibility. In some cases, you may want to specify those obligations that can and cannot be subcontracted. In other cases, you may want to specify those persons to whom such obligations can or cannot be subcontracted.
How are intellectual property rights in the work product of the consultant dealt with in the standard T&Cs?
There are two different options: an assignment of IP rights or a licence of IP rights. An assignment is a transfer of ownership, whereas a licence is a right to do some defined thing or things without infringing the underlying IP.
What is the difference between the non disclosure provisions in the premium document, and those in the standard consultancy T&Cs?
The provisions in the standard document place obligations upon the consultant to keep confidential and protect the customer's confidential information. In this document, those provisions are supplemented by obligations upon the customer to keep confidential and protect the consultant's confidential information.
What sort of works / materials do the third party rights section in the premium version cover?
This particular clause is drafted at a very general level, and may in principle be used in relation to any works or materials that are supplied by the consultant to the customer, but protected by IP rights owned by a third party. There are different options for how such works and materials may be treated:
- direct licensing by the rights owner to the customer, either on the owner's standard T&Cs or on other terms notified by the consultant;
- sub-licensing by the consultant to the customer, either on notified terms or on the basis of a license set out in the agreement.
Is this consultancy T&Cs document suitable for ongoing consultancies or one-off engagements?
It can be used for either. Three alternative "term" provisions are included:
- the first provides that the agreement continues until specifically terminated by a party;
- the second provides that the agreement will continue until the deliverables thereunder are formally accepted by the customer (subject obviously to express rights of termination); and
- the third provides that the agreement will continue until some other date or event (again, subject to express termination rights).
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