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1. Parties: Identification of the service provider and the client, including full legal names and addresses
2. Background: Context of the agreement and confirmation of independent contractor relationship
3. Definitions: Key terms used throughout the agreement
4. Services: Detailed description of the services to be provided
5. Term and Termination: Duration of the agreement and termination provisions
6. Compensation and Payment Terms: Fee structure, payment schedule, expenses, and tax considerations
7. Independent Contractor Status: Explicit confirmation of independent contractor relationship and its implications
8. Obligations of the Service Provider: Key responsibilities, quality standards, and performance requirements
9. Obligations of the Client: Client's responsibilities, including provision of necessary information and resources
10. Intellectual Property: Ownership and rights related to work product and pre-existing IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnification: Allocation of risks and responsibilities between parties
13. Insurance: Required insurance coverage and minimum limits
14. General Provisions: Standard contract clauses including governing law, notices, and amendments
1. Non-Competition: Restrictions on competing activities, include when service provider will have access to sensitive competitive information
2. Non-Solicitation: Restrictions on soliciting employees or clients, include when there's significant client contact
3. Equipment and Resources: Provisions regarding tools and resources, include when specific equipment is required for service delivery
4. Warranty: Specific warranties for services, include for technical or professional services
5. Health and Safety: Safety requirements and protocols, include when services are performed on-site
6. Performance Metrics: Specific KPIs and performance standards, include for long-term or complex services
7. Dispute Resolution: Alternative dispute resolution procedures, include for high-value or complex agreements
8. Data Protection: Specific data handling requirements, include when personal or sensitive data is involved
1. Schedule A - Scope of Services: Detailed description of services, deliverables, and timelines
2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule C - Service Levels: Performance standards and metrics for service delivery
4. Schedule D - Required Insurance: Specific insurance requirements and coverage limits
5. Appendix 1 - Confidential Information: Definition and examples of confidential information
6. Appendix 2 - Approved Subcontractors: List of pre-approved subcontractors if applicable
7. Appendix 3 - Equipment List: List of equipment or resources provided by either party
8. Appendix 4 - Reporting Requirements: Templates and requirements for progress reporting
Services
Deliverables
Effective Date
Term
Service Provider
Client
Fees
Confidential Information
Intellectual Property Rights
Pre-existing IP
Work Product
Business Day
Force Majeure
Applicable Laws
GST/HST
Change Order
Personnel
Representatives
Service Levels
Completion Date
Acceptance Criteria
Project
Specifications
Material Breach
Expenses
Proprietary Rights
Termination Date
Affiliate
Dispute
Notice
Personal Information
Records
Subcontractor
Territory
Warranty Period
Recitals
Definitions
Independent Contractor Status
Services
Term
Termination
Payment
Expenses
Taxes
Performance Standards
Deliverables
Acceptance
Confidentiality
Data Protection
Intellectual Property
Assignment
Non-Competition
Non-Solicitation
Representations and Warranties
Insurance
Indemnification
Limitation of Liability
Force Majeure
Dispute Resolution
Governing Law
Amendment
Entire Agreement
Severability
Notices
Waiver
Assignment
Survival
Counterparts
Technology
Consulting
Professional Services
Healthcare
Education
Creative Industries
Financial Services
Engineering
Construction
Marketing and Communications
Management Services
Environmental Services
Legal
Human Resources
Procurement
Finance
Operations
Risk and Compliance
Project Management Office
Business Development
Administration
Chief Executive Officer
Chief Financial Officer
Human Resources Director
Procurement Manager
Legal Counsel
Contract Manager
Project Manager
Department Head
Operations Manager
Business Development Manager
Finance Manager
Risk Manager
Compliance Officer
HR Business Partner
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