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1. Parties: Identifies the contracting parties - the client company and the independent contractor
2. Background: Sets out the context of the agreement and confirms the contractor's independent status
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Services: Detailed description of the services to be provided by the contractor
5. Term and Termination: Duration of the agreement and circumstances for termination
6. Compensation and Payment Terms: Fee structure, payment schedule, and expenses policy
7. Independent Contractor Status: Explicitly confirms the independent nature of the relationship and contractor's control over their work
8. Contractor's Obligations: Key responsibilities, quality standards, and delivery requirements
9. Client's Obligations: Client's responsibilities including provision of necessary information and resources
10. Intellectual Property Rights: Ownership and transfer of IP created during the engagement
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection: GDPR compliance and data handling requirements
13. Insurance and Liability: Insurance requirements and limitation of liability provisions
14. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
1. Equipment and Materials: Use when contractor needs specific equipment or materials to perform services
2. Non-Compete: Include when contractor will have access to sensitive competitive information
3. Non-Solicitation: Include to prevent solicitation of client's customers or employees
4. Health and Safety: Include when contractor will work on client premises
5. Substitute and Subcontracting: Include if contractor may need to provide substitutes or subcontract work
6. Change Control: Include for projects where scope changes are likely
7. Service Levels: Include when specific performance metrics need to be maintained
8. Force Majeure: Include when services are critical and force majeure events need specific handling
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 quality standards
4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms if personal data is processed
5. Schedule 5 - Key Personnel: Names and roles of key individuals involved in service delivery
6. Appendix A - Required Insurance Coverage: Specific insurance types and coverage levels required
7. Appendix B - Approved Subcontractors: List of pre-approved subcontractors if applicable
8. Appendix C - Project Timeline: Detailed project milestones and deadlines if applicable
Applicable Law
Business Day
Client
Client Materials
Commencement Date
Confidential Information
Contract Period
Contractor
Data Protection Legislation
Deliverables
Foreground Intellectual Property
Force Majeure Event
Good Industry Practice
Group
Intellectual Property Rights
Key Personnel
Materials
Personal Data
Pre-existing Materials
Project
Representative
Services
Service Levels
Specification
Subcontractor
Term
Territory
Third Party Materials
Timetable
VAT
Working Hours
Term
Services
Independent Contractor Status
Payment
Taxes
Contractor Obligations
Client Obligations
Performance Standards
Key Personnel
Equipment and Materials
Intellectual Property Rights
Confidentiality
Data Protection
Non-Compete
Non-Solicitation
Insurance
Liability and Indemnity
Termination
Force Majeure
Change Control
Health and Safety
Subcontracting
Assignment
Notices
Variation
Waiver
Severability
Entire Agreement
Third Party Rights
Governing Law
Dispute Resolution
Technology
Professional Services
Construction
Healthcare
Creative Industries
Financial Services
Education
Manufacturing
Media & Entertainment
Engineering
Marketing & Advertising
Software Development
Management Consulting
Research & Development
Legal
Human Resources
Procurement
Operations
Finance
Compliance
Risk Management
Project Management Office
Administrative
Contracts Administration
Chief Legal Officer
Legal Counsel
HR Director
HR Manager
Procurement Manager
Contract Manager
Project Manager
Operations Director
Finance Director
Department Head
Business Unit Manager
Hiring Manager
Compliance Officer
Risk Manager
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