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1. Parties: Identification of the contracting parties, including full legal names, addresses, and company details if applicable
2. Background: Context of the agreement, relationship between parties, and purpose of the contractor engagement
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules for interpretation
4. Engagement and Scope: Terms of engagement, confirmation of contractor status, and detailed scope of services
5. Exclusivity Provisions: Terms of exclusive arrangement, territorial limits, and any exceptions to exclusivity
6. Term and Termination: Duration of agreement, renewal terms, and circumstances for termination
7. Contractor's Obligations: Key responsibilities, performance standards, and compliance requirements
8. Principal's Obligations: Company's responsibilities, including provision of necessary information and resources
9. Fees and Payment: Compensation structure, payment terms, expenses, and GST provisions
10. Independence and Status: Clear statements establishing independent contractor status and relationship boundaries
11. Intellectual Property: Ownership and rights regarding created IP, existing IP, and licenses
12. Confidentiality: Protection of confidential information and trade secrets
13. Insurance and Liability: Required insurance coverage and limitation of liability provisions
14. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution
1. Equipment and Resources: Details of equipment provision and maintenance - include when contractor uses significant company resources
2. Performance Metrics: Specific KPIs and performance measurement criteria - include for performance-based arrangements
3. Subcontracting: Terms for engaging subcontractors - include if subcontracting might be necessary
4. Non-Solicitation: Restrictions on soliciting clients or employees - include for client-facing roles
5. Health and Safety: Detailed health and safety obligations - include for high-risk services or on-site work
6. Data Protection: Specific data handling requirements - include when dealing with sensitive data
7. Training Requirements: Mandatory training or certification requirements - include for specialized services
8. Change Control: Process for changing scope or terms - include for complex or long-term engagements
1. Schedule 1: Services Description: Detailed specification of services to be provided
2. Schedule 2: Fee Schedule: Detailed breakdown of fees, rates, and payment structures
3. Schedule 3: Performance Criteria: Specific performance standards and measurement methods
4. Schedule 4: Approved Subcontractors: List of pre-approved subcontractors if applicable
5. Schedule 5: Key Personnel: Details of key individuals involved in service delivery
6. Appendix A: Insurance Requirements: Specific insurance types and coverage levels required
7. Appendix B: Compliance Requirements: Relevant regulatory and compliance obligations
8. Appendix C: Equipment List: Detailed list of any provided equipment or resources
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