Data use: The consultant should only use the data to perform the services outlined in the agreement and must not disclose it to third parties without permission.
Data ownership and intellectual property
Data ownership: The client typically retains all rights to their original data, even after the consultant has analyzed it.
Intellectual property: The agreement should clearly state who owns the “inventions, ideas, creations, and developments” that result from the consultation. Often, this is the client, especially if it’s a direct result of the work and related to their business.
De-identified data: Clauses often allow the consultant to use “de-identified” data (data that has had all personal identifiers removed according to HIPAA standards) for other purposes, such as improving services or for their own marketing, but with specific restrictions on how it can be used or disclosed.
Scope of services and performance
Scope of work: A detailed description of the services the consultant will provide, including deliverables, timelines, and any specific metrics, is essential.
Consultant’s control: It is common to state that the consultant has control over the “time, place, methods, manner, and means” of performing the services, while ensuring the results meet the agreement’s requirements.
Equipment and resources: The agreement should specify who provides the necessary equipment and resources.
No emergency monitoring: A clause is often included to explicitly state that the consultant’s services are not a substitute for 24/7 emergency monitoring.
Liability and other legal terms
Limitation of liability: The agreement will likely include a clause that limits the consultant’s financial liability, for example, to the amount paid for services rendered.
Indemnification: This clause outlines how the parties will be protected from liability for claims or damages arising from the other party’s actions.
Governing law: The agreement should specify which state’s laws will govern the contract.
Entire agreement: This clause states that the written agreement is the complete and final understanding between the parties, superseding all prior discussions or agreements.
Assignment: This will state whether the agreement can be transferred to another party.
Survival of terms: Certain clauses, such as confidentiality and intellectual property, will survive the termination of the agreement for a specified period.