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1. Parties: Identification of the contracting parties - the company/client and the contractor, including full legal names, addresses, and registration details if applicable
2. Background: Context of the agreement, brief description of the company's business, and the purpose for engaging the contractor
3. Definitions: Definitions of key terms used throughout the agreement to ensure clarity and consistent interpretation
4. Scope of Services: Detailed description of the services to be provided by the contractor, including deliverables and performance standards
5. Term and Termination: Duration of the agreement, renewal terms, and conditions for termination by either party
6. Compensation and Payment Terms: Fee structure, payment schedule, expenses policy, and invoicing requirements
7. Independent Contractor Status: Clear establishment of the contractor's status as an independent contractor, not an employee
8. Contractor's Obligations: Key responsibilities, quality standards, reporting requirements, and compliance obligations
9. Client's Obligations: Client's responsibilities including provision of necessary information, access, and resources
10. Intellectual Property Rights: Ownership and rights related to work product, pre-existing IP, and licensed materials
11. Confidentiality: Protection of confidential information, trade secrets, and business information
12. Representations and Warranties: Statements of fact and promises made by both parties regarding their capacity and authority
13. Limitation of Liability: Limitations on liability and indemnification provisions
14. General Provisions: Standard clauses including governing law, dispute resolution, notices, and amendment procedures
1. Non-Compete: Restrictions on contractor's ability to work with competitors, used when contractor has access to sensitive information or strategic knowledge
2. Insurance Requirements: Specific insurance coverage requirements, particularly relevant for high-risk services or when required by industry regulations
3. Equipment and Resources: Provisions regarding tools, equipment, and resources, used when specific equipment or facilities are required for service delivery
4. Performance Metrics: Detailed performance measurement criteria, useful for long-term or complex service arrangements
5. Compliance with Specific Regulations: Additional compliance requirements for regulated industries (e.g., healthcare, financial services)
6. Subcontracting: Terms governing the use of subcontractors, needed when subcontracting may be required
7. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term or high-value contracts
8. Data Protection: Specific data handling and protection requirements, essential when personal or sensitive data is involved
1. Schedule A - Scope of Services: Detailed breakdown of services, deliverables, and technical specifications
2. Schedule B - Fee Schedule: Detailed fee structure, payment milestones, and rate cards
3. Schedule C - Service Levels: Specific performance metrics, quality standards, and measurement criteria
4. Schedule D - Client Materials and Resources: List of materials, information, and resources to be provided by the client
5. Appendix 1 - Required Qualifications: Specific qualifications, certifications, or credentials required for service delivery
6. Appendix 2 - Approved Subcontractors: List of pre-approved subcontractors if applicable
7. Appendix 3 - Compliance Requirements: Specific regulatory or compliance requirements applicable to the services
8. Appendix 4 - Project Timeline: Detailed project schedule, milestones, and deadlines if applicable
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