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1. Parties: Identifies the contracting parties - the company/client and the contractor, including full legal names, addresses, and registration details where applicable
2. Background: Sets out the context of the agreement and brief description of why the parties are entering into this contract
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Services: Detailed description of the services to be provided by the contractor
5. Term and Termination: Duration of the contract, renewal terms, and conditions for termination by either party
6. Compensation and Payment Terms: Details of fees, payment schedule, expenses, and invoicing procedures
7. Independent Contractor Status: Clear statement of contractor's independent status and not an employee
8. Contractor's Obligations: Key responsibilities, quality standards, and delivery requirements
9. Client's Obligations: Client's responsibilities including provision of information, access, and resources
10. Intellectual Property Rights: Ownership and rights to work product created during the engagement
11. Confidentiality: Protection of confidential information and trade secrets
12. Indemnification: Mutual or unilateral indemnification provisions for potential claims or damages
13. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
14. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Compete: Restrictions on contractor's ability to work with competitors, used when contractor has access to sensitive information or client relationships
2. Insurance Requirements: Specific insurance coverage requirements, relevant when work involves risks or regulatory requirements
3. Performance Metrics: Specific KPIs and performance standards, useful for longer-term or complex projects
4. Equipment and Resources: Provisions regarding tools, equipment, or resources provided by either party
5. Subcontracting: Terms governing the contractor's ability to subcontract work, if permitted
6. Force Majeure: Provisions for unforeseeable circumstances preventing performance
7. Data Protection: Specific provisions for handling personal or sensitive data, necessary when work involves data processing
8. Training and Orientation: Requirements for specific training or orientation, relevant for complex or regulated work environments
1. Schedule A - Scope of Work: Detailed breakdown of services, deliverables, and technical specifications
2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones
3. Schedule C - Service Levels: Specific performance metrics, response times, and quality standards
4. Schedule D - Approved Subcontractors: List of pre-approved subcontractors if applicable
5. Appendix 1 - Required Certifications: Copies or lists of required certifications or qualifications
6. Appendix 2 - Client Policies: Relevant client policies that contractor must comply with
7. Appendix 3 - Project Timeline: Detailed project schedule and milestones
8. Appendix 4 - Equipment List: Inventory of any equipment or resources provided by either party
Services
Deliverables
Work Product
Confidential Information
Intellectual Property Rights
Client Materials
Effective Date
Term
Force Majeure Event
Fees
Payment Period
Project
Specifications
Client
Contractor
Business Day
Applicable Law
Change Order
Completion Date
Dispute
Good Industry Practice
Material Breach
Personnel
Representatives
Service Levels
Acceptance Criteria
Project Timeline
Milestone
Taxes
Third Party Materials
Background IP
Foreground IP
Permitted Purpose
Working Hours
Term
Payment
Independent Contractor Status
Intellectual Property
Confidentiality
Non-Compete
Non-Solicitation
Representations and Warranties
Indemnification
Limitation of Liability
Termination
Force Majeure
Assignment
Dispute Resolution
Governing Law
Notices
Entire Agreement
Amendment
Severability
Waiver
Performance Standards
Compliance with Laws
Insurance
Subcontracting
Data Protection
Audit Rights
Health and Safety
Equipment and Materials
Reports and Records
Client Obligations
Contractor Obligations
Acceptance Testing
Change Control
Taxes
Expenses
Conflict of Interest
Information Technology
Construction
Professional Services
Manufacturing
Creative Industries
Healthcare
Education
Financial Services
Real Estate
Engineering
Marketing and Advertising
Research and Development
Management Consulting
Media and Entertainment
Legal
Human Resources
Procurement
Finance
Operations
Project Management Office
Administration
Compliance
Risk Management
Project Manager
HR Director
Legal Counsel
Procurement Manager
Operations Director
Department Head
Chief Financial Officer
Business Unit Manager
Hiring Manager
Contract Administrator
Chief Executive Officer
Resource Manager
General Counsel
Finance Director
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