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1. Parties: Identification of the service provider (freelancer) and the client, including full legal names, registration numbers if applicable, and addresses
2. Background: Context of the agreement, brief description of the client's business and freelancer's expertise
3. Definitions: Key terms used throughout the agreement, including 'Services', 'Deliverables', 'Retainer Fee', etc.
4. Appointment and Status: Confirmation of freelancer's appointment and explicit statement of independent contractor status
5. Scope of Services: Detailed description of services to be provided under the retainer arrangement
6. Term and Commitment: Duration of the agreement and minimum commitment periods
7. Retainer Fee and Payment Terms: Monthly retainer amount, payment schedule, invoicing process, and handling of additional hours
8. Service Delivery and Performance: Standards of service, availability, response times, and quality requirements
9. Intellectual Property Rights: Ownership and rights regarding work created during the engagement
10. Confidentiality: Protection of confidential information and trade secrets
11. Data Protection: GDPR compliance and data handling procedures
12. Liability and Indemnification: Limitation of liability and indemnification obligations
13. Termination: Grounds for termination, notice periods, and consequences of termination
14. General Provisions: Standard clauses including governing law, notices, entire agreement, and amendments
1. Non-Compete: Restrictions on working with competitors, used when freelancer has access to sensitive information
2. Equipment and Resources: Provisions regarding tools and resources provided by either party, used when specific equipment is required
3. Expenses: Terms for reimbursement of expenses, used when travel or other expenses are anticipated
4. Service Credits: Performance-related credits or penalties, used for service-level-sensitive arrangements
5. Insurance: Insurance requirements for the freelancer, used in high-risk or regulated industries
6. Substitution Rights: Right to provide substitute personnel, used when continuity of service is critical
7. Force Majeure: Provisions for unforeseen circumstances, particularly relevant post-COVID
8. Assignment Rights: Rights to assign the contract, used when potential business changes are anticipated
1. Schedule 1 - Scope of Services: Detailed breakdown of services, deliverables, and performance metrics
2. Schedule 2 - Fee Schedule: Detailed breakdown of retainer fees, hourly rates for additional work, and payment terms
3. Schedule 3 - Service Levels: Specific performance standards, response times, and quality metrics
4. Schedule 4 - Data Processing Agreement: Detailed GDPR-compliant data processing terms if personal data is processed
5. Appendix A - Contact Details: Key contacts and escalation procedures for both parties
6. Appendix B - Approved Substitute Providers: List of pre-approved substitutes if substitution rights are included
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