1. Parties: Identifies and provides full details of the contractor and subcontractor, including business registration numbers and addresses
2. Background: Explains the context of the agreement, including the contractor's right to subcontract and the subcontractor's qualifications
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Appointment and Scope of Services: Details the engagement terms and comprehensive description of services to be provided
5. Term and Timeline: Specifies the duration of the agreement and any key milestone dates
6. Payment Terms: Outlines fees, payment schedule, invoicing requirements, and expenses policy
7. Independent Contractor Relationship: Explicitly establishes the nature of the relationship and disclaims any employer-employee relationship
8. Obligations of the Subcontractor: Lists the subcontractor's duties, responsibilities, and performance standards
9. Obligations of the Contractor: Specifies what the contractor will provide to enable the subcontractor to perform the services
10. Intellectual Property Rights: Addresses ownership and usage rights of work products and pre-existing IP
11. Confidentiality: Defines confidential information and obligations regarding its protection
12. Data Protection: Ensures compliance with the Data Privacy Act and establishes data handling procedures
13. Representations and Warranties: States the parties' assurances regarding their capacity and authority to enter the agreement
14. Liability and Indemnification: Sets out liability limitations and indemnification obligations
15. Termination: Details circumstances and procedures for ending the agreement
16. Post-Termination Obligations: Specifies obligations that survive the end of the agreement
17. General Provisions: Includes standard clauses like notices, amendments, governing law, and dispute resolution
