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1. Parties: Identification and details of the service provider and client, including registered addresses and company/professional registration numbers
2. Background: Context of the agreement and brief description of why the parties are entering into this arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of professional services to be provided
5. Term: Duration of the agreement, including start date and initial term
6. Professional Fees: Fee structure, payment terms, and payment schedule
7. Obligations of the Professional: Key responsibilities and commitments of the service provider
8. Client Obligations: Responsibilities and commitments of the client, including provision of necessary information and access
9. Confidentiality: Provisions for maintaining confidentiality of information shared during the engagement
10. Intellectual Property Rights: Ownership and rights related to work products and pre-existing IP
11. Limitation of Liability: Extent and limitations of professional's liability
12. Termination: Conditions and process for termination of the agreement
13. Governing Law and Jurisdiction: Specification of Indian law as governing law and jurisdiction for disputes
14. Notice: Process and contact details for serving notices under the agreement
1. Force Majeure: Provisions for unforeseen circumstances preventing performance - include when services are time-critical or dependent on external factors
2. Non-Compete: Restrictions on professional's ability to work with competitors - include when sharing sensitive industry knowledge
3. Non-Solicitation: Restrictions on hiring each other's employees - include for longer-term engagements
4. Insurance: Professional indemnity and other insurance requirements - include for high-risk or regulated services
5. Dispute Resolution: Detailed arbitration or mediation procedures - include for high-value or complex engagements
6. Assignment: Rights to assign the agreement to other parties - include when working with larger organizations
7. Subcontracting: Rights and conditions for subcontracting work - include when service provider may need to delegate
8. Performance Metrics: Specific KPIs and performance standards - include for output-based engagements
1. Schedule A - Scope of Services: Detailed breakdown of services, deliverables, and timelines
2. Schedule B - Fee Structure: Detailed fee calculations, rates, and payment milestones
3. Schedule C - Service Levels: Specific performance standards and service level commitments
4. Schedule D - Key Personnel: List of key professional team members and their roles
5. Appendix 1 - Required Documents: List of documents/certificates required from professional
6. Appendix 2 - Client Materials: List of materials/information to be provided by client
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