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1. Parties: Identifies the contracting parties - the client and the independent contractor, including their full legal names, addresses, and any registration numbers
2. Background: Provides context for the agreement, including the client's business, contractor's expertise, and their intention to enter into an independent contractor relationship
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Services: Detailed description of the professional services to be provided by the contractor
5. Term and Termination: Duration of the agreement, renewal terms, and circumstances under which either party may terminate
6. Compensation and Payment Terms: Fee structure, payment schedule, expenses, and invoicing procedures
7. Independent Contractor Status: Explicitly establishes the relationship as independent contracting, not employment
8. Contractor's Obligations: Key responsibilities, performance standards, and delivery requirements
9. Client's Obligations: Client's responsibilities, including provision of necessary information and resources
10. Intellectual Property Rights: Ownership and rights related to work product and pre-existing IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Representations and Warranties: Parties' assurances regarding their capacity, qualifications, and right to enter agreement
13. Limitation of Liability: Caps on liability and exclusions of certain types of damages
14. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution
1. Non-Compete: Restrictions on contractor's ability to work with competitors (use when contractor will have access to sensitive competitive information)
2. Non-Solicitation: Prevents contractor from soliciting client's employees or customers (include for contractors with significant client contact)
3. Insurance Requirements: Specific insurance coverage requirements (important for high-risk services or when required by industry regulations)
4. Performance Metrics: Specific KPIs and performance standards (use when service quality can be objectively measured)
5. Compliance with Specific Regulations: Industry-specific regulatory compliance requirements (include for regulated industries)
6. Data Protection: Specific data handling and protection requirements (necessary when personal or sensitive data is involved)
7. Force Majeure: Provisions for unforeseeable circumstances (particularly relevant post-COVID)
8. Assignment and Subcontracting: Rights to assign or subcontract services (include when flexibility in service delivery is needed)
1. Schedule A - Scope of Services: Detailed breakdown of services, deliverables, and technical specifications
2. Schedule B - Fee Schedule: Detailed fee structure, rates, payment milestones, and expense policies
3. Schedule C - Service Levels: Specific performance metrics, response times, and quality standards
4. Schedule D - Approved Subcontractors: List of pre-approved subcontractors if applicable
5. Appendix 1 - Required Qualifications: Professional qualifications, certifications, and credentials required
6. Appendix 2 - Compliance Checklist: Regulatory and compliance requirements specific to the services
7. Appendix 3 - Project Timeline: Detailed project milestones and delivery schedule
8. Appendix 4 - Contact Details: Key contact persons and escalation matrix for both parties
Applicable Law
Business Day
Client
Client Materials
Confidential Information
Contractor
Deliverables
Effective Date
Fees
Force Majeure Event
Intellectual Property Rights
Key Personnel
Milestones
Pre-existing Materials
Project
Services
Service Levels
Specifications
Term
Territory
Work Product
Quality Standards
Representatives
Payment Period
Professional Standards
Scope of Work
Start Date
Termination Date
Working Hours
Expenses
Completion Criteria
Dispute
Good Industry Practice
Material Breach
Permitted Purpose
Related Parties
Taxes
Third Party Materials
Scope of Services
Term and Duration
Independent Contractor Status
Payment Terms
Invoicing
Performance Standards
Deliverables
Intellectual Property
Confidentiality
Non-Compete
Non-Solicitation
Representations and Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Termination
Data Protection
Dispute Resolution
Governing Law
Assignment
Subcontracting
Notice Requirements
Amendments
Entire Agreement
Severability
Waiver
Compliance with Laws
Tax Obligations
Record Keeping
Audit Rights
Service Levels
Conflict of Interest
Resources and Equipment
Client Obligations
Personnel Requirements
Reporting Requirements
Expenses
Regulatory Compliance
Information Technology
Management Consulting
Professional Services
Healthcare
Education
Financial Services
Engineering
Construction
Digital Media
Telecommunications
Legal Services
Accounting and Audit
Marketing and Advertising
Research and Development
Environmental Services
Real Estate
Energy
Manufacturing
Legal
Human Resources
Procurement
Finance
Operations
Compliance
Contract Administration
Risk Management
Project Management Office
Business Development
Executive Leadership
Legal Counsel
HR Director
Procurement Manager
Project Manager
Chief Financial Officer
Operations Director
Compliance Officer
Contract Administrator
Business Development Manager
Department Head
Managing Director
Chief Executive Officer
Finance Manager
HR Manager
Risk Manager
Company Secretary
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