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1. Parties: Identifies the contracting parties - the client and the contractor, including full legal names and addresses
2. Background: Sets out the context of the agreement and confirms the intention to engage the contractor as an independent service provider
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Engagement and Scope: Establishes the contractor's engagement and defines the scope of services to be provided
5. Term: Specifies the duration of the agreement, including start date and whether fixed-term or ongoing
6. Contractor Obligations: Details the contractor's key responsibilities, performance standards, and service delivery requirements
7. Client Obligations: Outlines what the client must provide or do to enable the contractor to perform the services
8. Fees and Payment: Specifies payment terms, rates, invoicing procedures, and expense policies
9. Independent Contractor Status: Explicitly confirms the independent nature of the relationship and disclaims any employment relationship
10. Intellectual Property: Addresses ownership and rights to intellectual property created during the engagement
11. Confidentiality: Protects confidential information shared during the engagement
12. Liability and Indemnity: Sets out liability limitations and indemnification obligations
13. Termination: Details how the agreement can be terminated by either party
14. General Provisions: Includes standard legal provisions such as governing law, dispute resolution, and notices
1. Insurance: Required when specific insurance coverage needs to be maintained by the contractor
2. Health and Safety: Needed when services involve on-site work or specific health and safety risks
3. Non-Competition: Include when protecting against competition is relevant to the engagement
4. Non-Solicitation: Added when there's a need to prevent poaching of clients or employees
5. Data Protection: Required when the contractor will handle personal or sensitive data
6. Subcontracting: Include when the contractor may need to engage subcontractors
7. Equipment and Resources: Needed when specifying who provides and maintains necessary equipment
8. Key Personnel: Include when specific individuals are crucial to service delivery
9. Force Majeure: Added when needing to address unforeseeable circumstances preventing performance
1. Schedule 1 - Services Description: Detailed description of services, deliverables, and performance standards
2. Schedule 2 - Fees and Payment Terms: Detailed breakdown of fees, rates, payment schedule, and expense policies
3. Schedule 3 - Key Personnel: Details of key individuals involved in service delivery and their roles
4. Schedule 4 - Service Levels: Specific performance metrics and service level requirements
5. Schedule 5 - Insurance Requirements: Detailed insurance requirements including types and coverage amounts
6. Appendix A - Contractor Policies: Relevant contractor policies that form part of the agreement
7. Appendix B - Confidential Information: Specific details of what constitutes confidential information
Business Day
Client
Commencement Date
Confidential Information
Contractor
Deliverables
Fee
Force Majeure Event
GST
Intellectual Property
Intellectual Property Rights
Key Personnel
Material Breach
Moral Rights
New Intellectual Property
Personal Information
Pre-existing Intellectual Property
Services
Service Levels
Site
Specification
Term
Termination Date
Work Product
Working Hours
Services
Term
Payment
Independent Contractor Status
Obligations
Performance Standards
Intellectual Property
Confidentiality
Privacy
Health and Safety
Insurance
Liability
Indemnity
Termination
Force Majeure
Non-Competition
Non-Solicitation
Subcontracting
Warranties
Assignment
Dispute Resolution
Notices
Governing Law
Entire Agreement
Variation
Severability
Waiver
GST
Tax Obligations
Record Keeping
Reporting
Equipment and Resources
Expenses
Key Personnel
Information Technology
Construction
Professional Services
Healthcare
Creative Industries
Education
Financial Services
Manufacturing
Consulting
Engineering
Media and Entertainment
Real Estate
Marketing and Advertising
Research and Development
Agriculture
Human Resources
Legal
Procurement
Operations
Finance
Risk and Compliance
Commercial
Administration
Project Management Office
Business Development
Chief Executive Officer
Human Resources Director
Legal Counsel
Procurement Manager
Project Manager
Operations Manager
Department Head
Business Unit Manager
Finance Director
Contracts Administrator
Risk Manager
Compliance Officer
General Manager
Managing Director
Commercial Manager
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