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Standard Contractor Agreement
I need a Standard Contractor Agreement for hiring a software development company based in Hong Kong to create a mobile application, with strong IP protection clauses and the ability to subcontract certain components, starting March 2025.
1. Parties: Identification of the contracting parties including full legal names and addresses
2. Background: Context of the agreement and brief description of the parties' intention to enter into a contractor relationship
3. Definitions: Key terms used throughout the agreement
4. Appointment and Status: Establishes the contractor's appointment and explicitly confirms independent contractor status
5. Services: Overview of services to be provided by the contractor
6. Term and Termination: Duration of the agreement and circumstances for termination
7. Fees and Payment: Compensation structure, payment terms, and expenses
8. Contractor's Obligations: Key responsibilities and commitments of the contractor
9. Company's Obligations: Key responsibilities and commitments of the company
10. Intellectual Property: Ownership and rights regarding works created during the engagement
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection: Compliance with Personal Data (Privacy) Ordinance and data handling requirements
13. Liability and Indemnity: Risk allocation between parties and indemnification provisions
14. Insurance: Required insurance coverage to be maintained by the contractor
15. General Provisions: Standard boilerplate clauses including notices, amendments, governing law
1. Non-Compete: Restrictions on competing activities - include when contractor will have access to sensitive competitive information
2. Non-Solicitation: Restrictions on soliciting employees/clients - include for contractors with significant client/employee contact
3. Equipment and Resources: Provisions regarding tools and resources - include when company provides significant equipment
4. Health and Safety: Safety requirements - include for contractors working on-site or in hazardous conditions
5. Compliance with Policies: Adherence to company policies - include when contractor works closely with company staff
6. Performance Metrics: Specific performance standards - include when service quality needs objective measurement
7. Training Requirements: Required training or certifications - include for specialized or regulated services
8. Subcontracting: Rights and restrictions on subcontracting - include when subcontracting might be needed
1. Schedule 1 - Services Description: Detailed specification of services to be provided
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements
4. Schedule 4 - Company Policies: Relevant company policies applicable to the contractor
5. Schedule 5 - Required Insurance: Specific insurance types and coverage amounts
6. Appendix A - Required Qualifications: List of required certifications or qualifications
7. Appendix B - Approved Subcontractors: List of pre-approved subcontractors if applicable
Authors
Applicable Laws
Business Day
Company
Company Materials
Confidential Information
Contractor
Deliverables
Effective Date
Fees
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Personal Data
Pre-existing Materials
Representatives
Services
Service Levels
Specification
Term
Termination Date
Work Product
Project
Milestones
Payment Period
Authorized Representative
Commencement Date
Completion Date
Dispute
Material Breach
Policies
Subcontractor
Change Request
Expenses
Indemnified Parties
Insurance Requirements
Notice
Records
Territory
Working Hours
Appointment
Independent Contractor Status
Term
Services
Contractor Obligations
Company Obligations
Fees and Payment
Expenses
Intellectual Property
Confidentiality
Data Protection
Non-Compete
Non-Solicitation
Representations and Warranties
Liability and Indemnification
Insurance
Force Majeure
Termination
Consequences of Termination
Assignment and Subcontracting
Amendment
Waiver
Severability
Entire Agreement
Third Party Rights
Notices
Governing Law
Dispute Resolution
Anti-Bribery and Corruption
Record Keeping
Audit Rights
Health and Safety
Performance Standards
Service Levels
Change Control
Tax Compliance
Relationship of Parties
Technology
Construction
Professional Services
Financial Services
Manufacturing
Media and Entertainment
Healthcare
Education
Consulting
Real Estate
Marketing and Advertising
Research and Development
Engineering
Design and Creative Services
Information Technology
Business Services
Legal
Human Resources
Procurement
Operations
Finance
Compliance
Contract Administration
Risk Management
Project Management
Business Development
Legal Counsel
HR Director
Procurement Manager
Project Manager
Operations Director
Chief Financial Officer
Compliance Officer
Contract Administrator
Business Development Manager
Department Head
Chief Executive Officer
Risk Manager
Human Resources Manager
General Counsel
Finance Director
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