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Independent Contractor Subcontractor Agreement
"I need an Independent Contractor Subcontractor Agreement under Indonesian law for an IT development project where we'll be hiring a software development company to provide ongoing maintenance and support services starting March 2025, with strict data protection and intellectual property provisions."
1. Parties: Identification of the contractor and subcontractor, including full legal names, addresses, and company registration details
2. Background: Context of the agreement, relationship between parties, and general purpose of the subcontracting arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Appointment and Scope of Services: Clear definition of the subcontractor's appointment and detailed description of services to be provided
5. Term and Termination: Duration of the agreement, renewal provisions, and circumstances for termination
6. Compensation and Payment Terms: Fee structure, payment schedule, expenses, and invoicing requirements
7. Independent Contractor Status: Clear statement of independent contractor relationship and disclaimer of employment relationship
8. Obligations of the Subcontractor: Specific duties, quality standards, reporting requirements, and performance metrics
9. Obligations of the Contractor: Responsibilities of the main contractor, including provision of information and resources
10. Intellectual Property Rights: Ownership and usage rights of intellectual property created during the engagement
11. Confidentiality: Protection of confidential information and trade secrets
12. Representations and Warranties: Statements of fact and promises made by both parties
13. Limitation of Liability: Limits on liability and indemnification provisions
14. Insurance: Required insurance coverage and minimum limits
15. General Provisions: Standard legal provisions including notices, amendments, governing law, and dispute resolution
1. Non-Competition: Restrictions on competing activities, used when subcontractor will have access to sensitive competitive information
2. Non-Solicitation: Restrictions on soliciting employees or clients, used when subcontractor will have significant client contact
3. Equipment and Resources: Provisions regarding supply and use of equipment, needed when specific tools or resources are required
4. Data Protection: Specific provisions for handling personal data, required when processing personal information
5. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term or high-risk contracts
6. Health and Safety: Specific health and safety requirements, necessary for physical or on-site work
7. Training Requirements: Specific training or certification requirements, needed for specialized work
8. Compliance with Specific Regulations: Additional compliance requirements for regulated industries or specific sectors
1. Schedule A - Scope of Services: Detailed description of services, deliverables, and performance metrics
2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule C - Service Levels: Specific performance standards and metrics
4. Schedule D - Required Insurance: Detailed insurance requirements and minimum coverage limits
5. Schedule E - Key Personnel: List of key personnel assigned to the project and their qualifications
6. Schedule F - Approved Subcontractors: List of any pre-approved further subcontractors if applicable
7. Appendix 1 - Required Forms and Templates: Standard forms for invoicing, reporting, and other administrative requirements
8. Appendix 2 - Compliance Requirements: Specific regulatory or compliance requirements applicable to the services
Authors
Applicable Laws
Background IP
Business Day
Commencement Date
Confidential Information
Contract Price
Contractor
Contractor Materials
Deliverables
Force Majeure Event
Good Industry Practice
Intellectual Property Rights
Key Personnel
Milestone
Payment Schedule
Performance Standards
Project
Project Manager
Project Schedule
Services
Site
Specifications
Subcontractor
Subcontractor Materials
Term
Third Party Materials
Work Product
Working Hours
Variation
Permits
Quality Standards
Representatives
Service Levels
Technical Documentation
Termination Date
Scope of Services
Term
Payment Terms
Independent Contractor Status
Performance Standards
Deliverables
Warranties
Intellectual Property
Confidentiality
Non-Competition
Non-Solicitation
Insurance
Indemnification
Limitation of Liability
Force Majeure
Termination
Assignment
Subcontracting
Notices
Dispute Resolution
Governing Law
Compliance with Laws
Record Keeping
Audit Rights
Health and Safety
Data Protection
Anti-Corruption
Amendments
Entire Agreement
Severability
Waiver
Relationship of Parties
Representations
Personnel
Equipment and Materials
Quality Control
Reporting Requirements
Site Access
Remedies
Language Requirements
Construction
Information Technology
Professional Services
Manufacturing
Engineering
Consulting
Energy
Mining
Telecommunications
Transportation and Logistics
Real Estate Development
Oil and Gas
Legal
Procurement
Operations
Human Resources
Finance
Risk Management
Compliance
Project Management Office
Supply Chain
Vendor Management
Legal Counsel
Procurement Manager
Project Manager
Contract Administrator
Operations Director
Human Resources Director
Chief Financial Officer
Risk Manager
Compliance Officer
Business Development Manager
Supply Chain Manager
Vendor Relations Manager
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