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1. Parties: Identifies the contracting parties, including full legal names, addresses, and company registration details where applicable
2. Background: Sets out the context of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Engagement and Scope of Services: Clearly defines the contractor's role, responsibilities, and deliverables
5. Term and Termination: Specifies the duration of the agreement and circumstances for termination
6. Payment Terms: Details compensation, payment schedule, currencies, and payment methods
7. Independent Contractor Status: Explicitly establishes the independent nature of the relationship and disclaims employment relationship
8. Intellectual Property Rights: Addresses ownership and usage rights of work created during the contract
9. Confidentiality: Protects confidential information and trade secrets
10. Contractor's Obligations: Lists specific duties, standards of work, and compliance requirements
11. Client's Obligations: Outlines the client's responsibilities and commitments
12. Liability and Indemnification: Sets out liability limitations and indemnification obligations
13. Insurance: Specifies required insurance coverage
14. Dispute Resolution: Establishes procedures for resolving disputes
15. Governing Law: Specifies New Zealand law as governing law and jurisdiction
16. General Provisions: Includes standard boilerplate clauses like notices, amendments, and severability
1. Data Protection and Privacy: Required when personal data processing is involved, particularly for compliance with privacy laws
2. Non-Compete: Added when restricting contractor's ability to work with competitors is necessary
3. Non-Solicitation: Used when protecting against solicitation of clients or employees is important
4. Equipment and Resources: Included when specifying provisions about tools, equipment, or resources provided by either party
5. Force Majeure: Added when specific provisions for unforeseen circumstances are needed
6. Compliance with Local Laws: Required when contractor must comply with specific local regulations
7. Performance Metrics: Added when specific performance standards or KPIs need to be met
8. Subcontracting: Included when addressing the possibility of subcontracting work
9. Currency and Exchange Rates: Required when dealing with multiple currencies or exchange rate considerations
10. Tax Considerations: Added when specific tax arrangements or obligations need to be addressed
1. Schedule 1 - Services Description: Detailed description of services to be provided, including specific deliverables and timelines
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Specific performance standards and metrics if applicable
4. Schedule 4 - Approved Subcontractors: List of pre-approved subcontractors if applicable
5. Schedule 5 - Required Insurance Coverage: Detailed insurance requirements and minimum coverage amounts
6. Appendix A - Compliance Requirements: Specific regulatory or compliance requirements applicable to the services
7. Appendix B - Reporting Templates: Standard templates for required reports or documentation
8. Appendix C - Contact Details: Key contact information for both parties
9. Appendix D - Data Processing Terms: Specific terms related to data protection and privacy if applicable
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