As a rule, the consulting contract specifies whether the property rights in the product provided by the consultant or service remain with the client or whether they remain with the advisor after the conclusion. This summary does not constitute legal advice. Parties negotiating the conclusion of advisory contracts and considering entering into advisory contracts should consult with competent legal advisers. The consulting contract is an agreement between a consultant and a client who wishes to use certain specified services of the consultant for a specified period of time at a specified rate of remuneration. As has already been said, the terms of the agreement can be quite simple or very complex. The most important issues to consider in each consulting contract are discussed below. The forms of consulting contracts are very different. They can range from one page to 20 pages or more, depending on the subject of the contract and the inclusion of other agreements between the parties or by reference. This summary discusses in more detail the terms of information file C5-84, the model advisory agreement and the legal rights and obligations established under the agreement, as well as provisions that could be adapted to certain circumstances and agreements. 4. Rights and data. The consulting contract should look at the use of the advisor`s work. Some agreements allow the client to make full use of the physical product provided by the consultant and may not include a transfer of copyright assuming that the consultant wishes to retain the copyright.
Clauses such as those contained in information file C5-84, Sample Consulting Agreement, contain a transfer of copyright. The best position for the client is to own not only the material documents prepared by the consultant, but also the copyright on these documents. However, the advisor may ask for much more compensation to assign this right, making it impractical. However, it is very important that the parties clearly understand their respective rights, not only with regard to physical documents, but also copyrights. The consultant`s failures subject the advisor to the corrective measures made available to the client. These remedies include fair reparations and financial damages. An injunction against the non-contractual advisor helps to avoid a further breach of contract. It may also be possible to impose the benefit under the agreement, in particular if the adviser has been engaged to perform certain tasks that only he or she has the required skills. However, if a court does not require a specific benefit, because the services may be provided by another party or for other reasons, it is likely that the court will grant rights to the omission and award financial damages. 6. Other provisions.
After negotiating the services to be provided, remuneration, property rights of the work product, etc., it is often easy for the parties to overlook the various provisions that are usually found at the end of the contract. The parties should always pay attention to the law governing the agreement, how disputes will be resolved and, probably more importantly, the assignment of rights and obligations under the agreement. As a general rule, rights and obligations are non-refundable, since the client engages the consultant on the basis of the specific expertise of the advisor and the advisor agrees to provide the services only to the client. However, there may be situations where an attribution may be required, that is. The client merges with or into a different entity. 2. Independent Contractor. The agreement must indicate that the status of consultant is that of an independent contractor. Although it is important for tax reasons (withholding tax, etc.), it is also important, from the advisor`s point of view, not to be able to contractually bind the client to third parties and to limit the client`s liability for the advisor`s actions, even if they are committed during the provision of services under the contract. .