{"componentChunkName":"component---src-templates-blog-post-ts","path":"/consulting-contract-should-include-standard-of-care-that-is-reasonable-for-the-particular-profession-of-the-consultant/","result":{"data":{"site":{"siteMetadata":{"title":"Clausehound Blog","author":"Joshua Koudys"}},"markdownRemark":{"id":"7474f588-75e3-5380-b642-e8d2b12e355e","excerpt":"It is a good idea to have a clause in your contract that defines the standard of care, for example: “In providing services under this Agreement, the Consultant…","html":"<p>It is a good idea to have a clause in your contract that defines the <strong>standard of care</strong>, for example: <em>“In providing services under this Agreement, the Consultant will endeavor to perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practising under similar circumstances.”</em> </p>\n<p>It is important to ensure that the other party does not attempt to include a higher standard, which may be interpreted as a warranty.</p>\n<p>Some clients may attempt to raise the standard of care beyond what is reasonable. For example, by including contract language that requires you to “perform to the highest standard of practice”, or guaranteeing to perform services in a “non-negligent manner”, the client is attempting to make the consultant responsible for every mistake, however reasonable in the circumstances. This would exceed the best professional standards established by any professional licensing body. Consultants should negotiate to remove such language.</p>\n<h3>Takeaway:</h3>\n<ul>\n<li>The standard of care in a professional consulting agreement should be ‘reasonable’, and not so onerous as to constitute an unrealistic warranty of performance.</li>\n</ul>","frontmatter":{"title":"Consulting Contract Should Include Standard of Care that is Reasonable for the Particular Profession of the Consultant","date":"September 20, 2015","description":"It is a good idea to have a clause in your contract that defines the standard of care, to ensure that the other party does not attempt to include a higher standard, which may be interpreted as a warranty.","author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal","bio":"Rajah Lehal is Founder and CEO of Clausehound.com.  Rajah is a legal technologist and technology lawyer who is, together with the Clausehound team, capturing and sharing lawyer expertise, building deal negotiation libraries, teaching negotiation in classrooms, and automating negotiation with software.","image":{"childImageSharp":{"fluid":{"base64":"data:image/jpeg;base64,/9j/2wBDABALDA4MChAODQ4SERATGCgaGBYWGDEjJR0oOjM9PDkzODdASFxOQERXRTc4UG1RV19iZ2hnPk1xeXBkeFxlZ2P/2wBDARESEhgVGC8aGi9jQjhCY2NjY2NjY2NjY2NjY2NjY2NjY2NjY2NjY2NjY2NjY2NjY2NjY2NjY2NjY2NjY2NjY2P/wgARCAAUABQDASIAAhEBAxEB/8QAGAABAAMBAAAAAAAAAAAAAAAAAAIDBQT/xAAWAQEBAQAAAAAAAAAAAAAAAAAAAgP/2gAMAwEAAhADEAAAAboK870hU4HaFoP/xAAbEAEBAQACAwAAAAAAAAAAAAACAQMABBEhMv/aAAgBAQABBQLZ0DJXzzsfOHtcqtrVlGqp/8QAFBEBAAAAAAAAAAAAAAAAAAAAIP/aAAgBAwEBPwEf/8QAFREBAQAAAAAAAAAAAAAAAAAAASD/2gAIAQIBAT8BY//EAB0QAAICAQUAAAAAAAAAAAAAAAEhABEQAhIxQVH/2gAIAQEABj8CXJgvXuvA9nWLJcsJAqOf/8QAGxAAAgMBAQEAAAAAAAAAAAAAAREAIUFREDH/2gAIAQEAAT8hEPkifIrIYPgAmwaHZUKpzPAcw4PIYWoDkjn/2gAMAwEAAgADAAAAEDvXff/EABYRAQEBAAAAAAAAAAAAAAAAAAEQEf/aAAgBAwEBPxADGE//xAAWEQEBAQAAAAAAAAAAAAAAAAARARD/2gAIAQIBAT8QTDLn/8QAHRABAQEBAAIDAQAAAAAAAAAAAREAITFxQVFhof/aAAgBAQABPxBERBosSrNWnl4U/SabyrrjY+eesU1Qqo7Xg1wnR1H+PrIYPUA6nfZ3SAwyyXf/2Q==","aspectRatio":1,"src":"/static/d7bbad08c257f3987a4a5710553e9e17/bdd4d/Rajah.jpg","srcSet":"/static/d7bbad08c257f3987a4a5710553e9e17/2b9ee/Rajah.jpg 80w,\n/static/d7bbad08c257f3987a4a5710553e9e17/e5d64/Rajah.jpg 160w,\n/static/d7bbad08c257f3987a4a5710553e9e17/bdd4d/Rajah.jpg 320w,\n/static/d7bbad08c257f3987a4a5710553e9e17/6e63d/Rajah.jpg 400w","sizes":"(max-width: 320px) 100vw, 320px"}}}},"tags":["Representations and Warranties","Consulting Agreement","Performance Standards","Human Resources","Rajah"]}}},"pageContext":{"slug":"/consulting-contract-should-include-standard-of-care-that-is-reasonable-for-the-particular-profession-of-the-consultant/","previous":{"fields":{"slug":"/breach-of-the-confidentiality-provisions-of-a-settlement-agreement-harms-both-parties/"},"frontmatter":{"title":"Settlement Agreement Must Clearly Describe the Claims Covered by the Agreement","tags":["Confidentiality","Settlement Agreement","Commercial Activities","info@clausehound.com"],"author":{"id":"info@clausehound.com","first":"","last":null}}},"next":{"fields":{"slug":"/what-can-be-included-in-marriage-contracts/"},"frontmatter":{"title":"What Can be Included in Marriage Contracts?","tags":["Purpose","Marriage Contract","Commercial Activities","Rajah"],"author":{"id":"rajah@cobaltcounsel.com","first":"Rajah","last":"Lehal"}}}}}}