Below is a sample of a standard contract, which can be customised to the work required:


This Master Consultancy Services Agreement is made between:

A
[Actionsolve Limited] a company incorporated in England & Wales (registration number
[05864872]) whose registered office and trading address is at [XXXConsultancy Address] (‘the Consultancy’), and
B
[XXXClient] a company incorporated in England & Wales (registration
number 03527249) whose registered office and trading address is at XXXClient Address (‘the Client’).
The Consultancy agrees to supply and the Client agrees to engage the Consultancy’s Services on the
following terms:
1 Nature of this Agreement
1.1 This is a Master Agreement, and defines the terms under which the Consultancy will undertake
   such Services for the Client as may be agreed between the parties from time to time.
1.2 Entering this Agreement does not of itself oblige the Client to offer any work to the Consultancy
   nor for the Consultancy to provide or the Client to accept or pay for any particular consultancy
  services. Neither party wishes to create or imply any mutuality of obligation between themselves
 either in the course of or between any performance of the services or during any notice period.
Where it is agreed between the parties that any Services are to be provided, a schedule in the
form annexed to this Agreement setting out the nature of the Services, the charging basis, and
any other material terms (a ‘Schedule’) will be produced by the Consultancy and provided to the
   Client.
1.3 On receipt of a Schedule
1.3.1 if the Client accepts its terms the Client will promptly sign and return one copy to the
     Consultancy
1.3.2 if the Client does not accept its terms the Client will promptly advise the Consultancy.
1.4 Upon a Schedule being signed by both parties, it will become a contract binding on the parties
1.5 A contract formed on the basis of a Schedule referencing these terms is governed only by these
   terms and by no others, except where both parties expressly agree in writing. In particular, it is
  agreed that any Purchase Order or other such document from the Client is intended for the
 Client’s own administrative purposes only and that notwithstanding its wording, neither a
  Purchase Order nor its content will have any legal effect. Save to the extent expressly provided,
 all conditions, warranties or other terms implied by statute or common law are hereby excluded
to the fullest extent permitted by law.
1.6 Either party may request change to the nature or scope of Services covered by a Schedule. Any
   such request shall be sufficiently detailed to enable the other party to assess the impact of the
  proposed change. No such change will become effective until agreed in writing between the
 parties.
1.7 This Agreement is not exclusive; the Client acknowledges that the Consultancy enters this
   Agreement in the course of it’s business of providing services to its customers, and the
    Consultancy is and remains at liberty to also provide services to third parties; the Client is and
   remains at liberty to engage services (including similar services) from third parties. The
  Consultancy reserves the right to decline to provide any advice and assistance outside the scope
 of the Services as specified in Schedules agreed between the parties, even if the Consultancy
may previously have provided such additional advice and assistance.
2 Services
2.1 The Consultancy will provide Services as agreed from time to time in Schedules, so far as is
   reasonably practicable within any agreed timescale, and with all proper skill and care, and in
  accordance with all applicable laws.
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2.2 As an independent professional, the Consultancy will not be subject to supervision direction or
   control as to its daily activities or the manner of performance thereof, and itself accepts the
  responsibility for the proper provision of Services. It is the Consultancy’s responsibility to
   maintain adequate Professional Indemnity, Employer's Liability, and Public Liability insurance.
2.3 The Consultancy is responsible for maintaining reasonable continuity in personnel providing
   Services on its behalf, but reserves the right in its sole discretion to make changes from time to
  time; no additional charge will be made for any handover period, and the Consultancy remains
 responsible for defining the scope of any Services to be performed by a substitute, and in any
event for all Services performed on its behalf. Where the Consultancy’s charges are on a time
 and materials basis, or where any individual who will provide Services is named in a Schedule (or
the Client has a reasonable expectation that the Services will primarily be provided by a specific
individual), it is the Consultancy’s responsibility to ensure that the relevant skills and experience
 of any replacement personnel remain commensurate with the fee rates charged.
The
Consultancy acknowledges that the Client has the right to refuse the substitute if in the
reasonable view of the Client the substitute has insufficient qualifications and expertise to
perform the Services.
2.4 It is the Client’s responsibility to afford the Consultancy with such access, information and staff
     cooperation as the Consultancy may reasonably require for the proper performance of any
    Services, and for ensuring that all relevant Health and Safety policies, risks, information and
   relevant statutory compliance measures are disclosed to the Consultancy.
2.5 The Consultancy must comply with the Clients anti-corruption and bribery policy and procedures
   and the provisions of the Bribery Act 2010. Failure to do so may result in the immediate
  termination of this Agreement.
3 Copyright and Intellectual Property Rights
3.1. “Intellectual Property Rights” means patents, rights to inventions, copyright and related rights,
        moral rights, trade marks, trade names and domain names, rights in get-up, rights in goodwill or
       to sue for passing off, rights in designs, rights in computer software, database rights, rights in
      confidential information (including know-how and trade secrets) and any other intellectual
     property rights, in each case whether registered or unregistered and including all applications (or
    rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights
   or forms of protection which may now or in the future subsist in any part of the world
3.2. “Invention” means any invention, idea, discovery, development, improvement or innovation
        made by the Consultancy in the provision of the Services, whether or not patentable or capable of
       registration, and whether or not recorded in any medium.
3.3. “Works” means all records, reports, documents, papers, drawings, designs, transparencies,
        photos, graphics, logos, typographical arrangements, software, and all other materials in
       whatever form, including but not limited to hard copy and electronic form, prepared by the
      Consultant in the provision of the Services.
3.4. The Consultancy hereby assigns to the Client all existing and future Intellectual Property Rights in
    the Works and the Inventions supplied by the Consultancy to the Client during the course of
   providing the Services and all materials embodying these rights to the fullest extent permitted by
  law. Insofar as they do not vest automatically by operation of law or under this agreement, the
 Consultancy holds legal title in these rights and inventions on trust for the Client.
3.5. The Consultancy undertakes, during the course of providing the Services:
3.5.1. to notify to the Client in writing full details of any Inventions promptly on their creation;
3.5.2. to keep confidential details of all Inventions;
3.5.3. whenever requested to do so by the Client and in any event on the termination of the
Project Assignment, promptly to deliver to the Client all correspondence, documents,
papers and records on all media (and all copies or abstracts of them), recording or
relating to any part of the Works and the process of their creation which are in his
possession, custody or power;
Master Consultancy Services Agreement
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3.5.4. not to register nor attempt to register any of the Intellectual Property Rights in the
Works, nor any of the Inventions, unless requested to do so by the Client; and
3.5.5. to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in
the Works and the Inventions has passed, or will pass, to the Client.
3.6.
The Consultancy warrants to the Client that:
3.6.1. he has not given and will not give permission to any third party to use any of the Works
or the Inventions, nor any of the Intellectual Property Rights in the Works;
3.6.2. he is unaware of any use by any third party of any of the Works or Intellectual Property
Rights in the Works; and
3.6.3. the use of the Works or the Intellectual Property Rights in the Works by the Client will not
infringe the rights of any third party.
3.7. The Consultancy agrees to indemnify the Client and keep it indemnified at all times against all or
    any costs, claims, damages or expenses incurred by the Client, or for which the Client may
   become liable, with respect to any intellectual property infringement claim or other claim relating
  to the Works or Inventions supplied by the Consultancy to the Client during the course of
 providing the Services. The Consultancy shall maintain adequate liability insurance coverage and
ensure that the Client's interests are preserved, and shall supply a copy of the policy to the Client
on request.
3.8. During the course of providing the Services the Consultancy waives any moral rights in the Works
    to which he is now or may at any future time be entitled under Chapter IV of the Copyright
   Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but
  without limitation) the right to be identified, the right of integrity and the right against false
 attribution, and agrees not to institute, support, maintain or permit any action or claim to the
effect that any treatment, exploitation or use of such Works or other materials infringes the
Consultancy's moral rights.
3.9. The Consultancy acknowledges that it has no right to any extra remuneration in exchange for the
    obligations under this clause 3.4.
3.10. The Consultancy undertakes, at the expense of the Client, at any time either during or after the
     Project Assignment, use all reasonable endeavours to execute all documents, make all
    applications, give all assistance and do all acts and things as may, in the opinion of the Client, be
   necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the
  name of the Client and to defend the Client against claims that works embodying Intellectual
 Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain
the Intellectual Property Rights in the Works and the Inventions.
4 Charges and Payment
4.1 Estimates are subject to change if based on incorrect information provided by the Client, or if any
   specified dependencies / facilities are not available on time, or if any equipment required to be
  provided by the Client fails to operate correctly (save where the engagement itself is for the
 repair thereof).
4.2 All sums due shall be invoiced and paid as specified in the applicable Schedule. The Client will
   pay the Consultancy’s invoices within [14] days, [plus VAT].
4.3 If any of the Consultancy’s invoices becomes overdue, the Consultancy may suspend provision of
     Services, and any agreed timescale will be automatically extended; the Consultancy may also
    terminate this Agreement and any current Schedule for material breach whilst any payment is
   more than [7] days overdue.
5 Liability
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5.1. The Consultancy shall have liability for and shall indemnify the Client for any loss, liability, costs
    (including reasonable legal costs), damages or expenses arising from any breach by the
   Consultancy of the terms of this agreement including any negligent or reckless act, omission or
  default in the provision of the Services and shall accordingly maintain in force during the Project
 Assignment full and comprehensive insurance policies.
5.2. The Consultancy shall ensure that the insurance policies are taken out with reputable insurers
    acceptable to the Client and that the level of cover and other terms of insurance are acceptable to
   and agreed by the Client.
5.3. The Consultancy shall on request supply to the Client copies of such insurance policies and
    evidence that the relevant premiums have been paid.
5.4. The Consultancy shall notify the insurers of the Client's interest.
5.5. The Consultancy shall comply with all terms and conditions of the insurance policies at all times.
    If cover under the insurance policies shall lapse or not be renewed or be changed in any material
   way or if the Consultancy is aware of any reason why the cover under the insurance policies may
  lapse or not be renewed or be changed in any material way, the Consultancy shall notify the
 Client without delay.
6 Termination
6.1 Either party may terminate this Agreement at any time when there is no current Schedule, by
   immediate written notice.
6.2 Either party may terminate this Agreement and any current Schedule at any time if the other is in
   material breach or if the other becomes insolvent, by immediate written notice.
6.3 Any rights or obligations of a continuing nature shall survive termination.
7 Force Majeure
7.1 If either party is obstructed in performing any of its obligations under a Schedule by an event
   outside its reasonable control, then performance to the extent obstructed is suspended for so
  long as the obstruction continues. Whilst performance is suspended and has been so for more
 than 7 days, either party may terminate that Schedule by immediate written notice.
8 Staff Obligations and Third Party Rights
8.1 Each party solely retains all the responsibilities and rights of an employer towards and in relation
   to its own employees. No person providing Services is expected or required to integrate into the
  Client’s business organisation or employed workforce. Neither party seconds its employees or
   any of them to the other, nor is it the intention of either party to have or create an
  employee/employer relationship with the other. Each party will indemnify the other against any
 claims brought by or in relation to its own employees, whether such claims relate to employment,
tax, national insurance, or otherwise.
8.2 Neither party will employ, engage, or otherwise solicit any person who during the previous 6
   months was an employee or sub-contractor of the other and with whom such party had material
  contact in connection with Services performed under any Schedule, until 6 months after that
 Schedule has terminated.
8.3 No third party rights are intended to be conferred or created by this Agreement or any Schedule.
8.4 In this term, ‘employees’ includes, so far as the context permits:
8.4.1 8.4.2 
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in the case of an LLP or partnership, its partners and employees
in the case of a company, its officers and employees.
Confidentiality
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9.1 Unless the parties have signed a separate agreement containing more specific provisions in
   relation to confidentiality (in which case the provisions of such agreement will continue to apply
  in lieu of this clause), each party will keep any confidential information disclosed by the other
 secret, and on termination (or sooner if required) will at the option of the owner thereof return or
destroy such confidential information. Neither party may use or take advantage of any such
confidential information without the discloser’s consent, even after the end of this Agreement.
 This obligation does not apply to (i) information known to the receiver before disclosure by the
other party, or (ii) information which becomes public knowledge without fault on the part of the
receiver, or (iii) disclosures made to the extent required by some applicable legal or regulatory
requirement.
10 Agency Workers Regulations 2010 (‘AWR’)
10.1 The Consultancy is a business carried on by (and substantially owned by) the individual(s) who it
    is envisaged will have primary responsibility for the provision of the Services. If any supervision
   and direction of any individual providing Services on behalf of the Consultancy is required, the
  Consultancy is responsible for providing such supervision and direction. No individual providing
 Services on its behalf will work under the supervision and direction of the Client.
The
understanding and intention of all parties is that no individual providing Services on behalf of the
Consultancy will be an ‘agency worker’, within the meaning of AWR, and that AWR will not apply
   in respect of any engagement under these Terms.
11 Notices
11.1 Any notice to be given by either party to the other shall be in writing and may be sent by
    recorded delivery to the address of the other and shall be deemed to be served 2 days following
   the date of posting.
12 Law
12.1 These terms are governed by the laws of England & Wales, whose courts shall have sole
    jurisdiction in relation to all matters arising.
Signed by the parties’ authorised representatives as follows:
On behalf of [Actionsolve Limited] by [Sean Dark]
Title:................................................... Authorised Signature:................................................ Date:..............................
On behalf of XXXClient by [XXXClient Agent]
Title:................................................... Authorised Signature:................................................ Date:..............................
Master Consultancy Services Agreement
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Schedule 1
This document is Schedule 1 to Master Consultancy Services Agreement, dated [XXX] (the
‘Master Agreement’) between:
A [Actionsolve Limited] (‘the Consultancy’), and
B XXXClient (‘the Client’).
1 Introductory
1.1 The general nature of the Client’s business is provision of safety lifecycle management tools,
     consultancy, integration and services, and the Client requires expert assistance in connection with
    [migration of business-related applications to cloud-based web services].
1.2 The Consultancy’s fields of expertise include [Java applications and web services], and the
     Consultancy has agreed to provide the following Services to the Client, under the terms of the
    Master Agreement.
2 Services
2.1 Provision of consultancy:
2.1.1 Project Assignment: [Migration of business-related applications to cloud-based
      web services] 
2.1.2 Project Reference: [Web FSM]
2.1.3 Project Start Date: [Monday 7th May 2012]
2.1.4 Project Finish Date: [Friday 14th December 2012]
2.2 The Consultancy is responsible for providing its own reference materials, administrative support,
   and equipment for use when Services are provided other than at the Client’s own premises.
2.3 Upon termination of the appropriate schedule or decommissioning of any computers used in the
   provision of services by the Consultancy, all commercial software and intellectual property
  (including, but not limited to documents and software) belonging to the Client, shall be removed
 from the said computers. At this time, the Consultancy will make available all computers used in
the provision of services, to allow the Client to confirm all commercial software and intellectual
property belonging to the Client, has been removed.
2.4 Any further specific details, prioritisation, and time estimates for each piece of work will be as
   agreed between the Consultancy and the Client from time to time. Progress reports will be
  provided as and when reasonably required.
3 Charging Basis
3.1 The Consultancy will invoice [fortnightly] for the Services on a ‘time and materials’ basis.
3.2 For services provided from the Client's office ([XXXClient Address]), the chargeable rate shall be
   [XXX Rate1] per hour, excluding VAT.
3.3 For services provided from the Consultancy's office ([XXXConsultancy Address]), the chargeable rate shall be [£ XXXRate2] per hour, excluding VAT.
3.4 Barring exceptional circumstances, work for each week shall be carried out entirely from one site,
   or the other.
3.5 Travel, other than between the Consultancy’s office and the Client’s premises [XXXClient Address], takes place during normal service hours.
Master Consultancy Services Agreement – Schedule 1
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3.6 For the avoidance of doubt there is no obligation on the Client to require Services on any
   particular day, and no obligation to make payment in respect of any periods during which the
  Services are not required, or during which the Services are not in fact provided.
3.7 In the event that the Services require the Consultancy to travel to another site, the Client shall
   reimburse the Consultancy against invoice for all reasonable expenses of and in connection with
  such travel, on the following basis:
3.7.1 All air travel shall be Economy Class flights
3.7.2 All rail travel shall be Second Class Rail
3.7.3 Car journeys shall be charged at the rate of [£0.50] per mile plus parking fees.
4 Termination For Convenience
4.1 The Consultancy may give the Client [2] weeks’ notice in writing to terminate the Services to be
     provided under this Schedule.
4.2 The Client may terminate the Services to be provided under this Schedule immediately by written
   notice to the Consultancy at any time.
5 Generally
5.1 The Services will be performed under the terms of the Master Agreement, which together with
   this Schedule and any other documents expressly referred to in the Master Agreement or in this
  Schedule constitute the entire understanding between the parties relating to the subject matter
 of this engagement. Any earlier agreement between the parties relating to the subject matter of
this Schedule is hereby superseded and is discharged by mutual consent. No other terms or
changes will apply unless in writing and signed by both parties.
5.2 Neither party enters the agreement constituted by this Schedule and the Master Agreement on
   the basis of or relying on any representation, warranty or other provision not expressly stated
  herein.
5.3 This Schedule shall prevail if there is any conflict between it and the Master Agreement.
Additional documentation enclosed from the Consultancy:

 
Certificate of Incorporation



VAT registration Certificate



Current Professional Indemnity Insurance Certificate

Expiry Date:.................................



Public Liability Insurance Certificate


Expiry Date:.................................

Signed by the parties’ authorised representatives as follows

On behalf of [Actionsolve Limited] by [Sean Dark]
Title:................................................... Authorised Signature:................................................ Date:..............................

On behalf of XXXClient by [XXXClient Agent]
Title:................................................... Authorised Signature:................................................ Date:..............................