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1. Parties: Identifies and provides full legal names and addresses of the contracting parties (Company and Contractor)
2. Background: Explains the context of the agreement and the parties' intention to enter into an independent contractor relationship
3. Definitions: Defines key terms used throughout the agreement
4. Engagement and Services: Specifies the contractor's engagement terms and general nature of services
5. Independent Contractor Status: Explicitly establishes and confirms the independent contractor relationship
6. Term and Termination: Specifies the duration of the agreement and conditions for termination
7. Compensation and Payment Terms: Details the payment amount, schedule, and method
8. Work for Hire and Intellectual Property: Establishes ownership of work product and intellectual property rights
9. Confidentiality: Defines confidential information and contractor's obligations regarding it
10. Representations and Warranties: States the parties' assertions and guarantees
11. Indemnification: Outlines mutual or one-way indemnification obligations
12. Insurance: Specifies required insurance coverage by the contractor
13. General Provisions: Includes standard legal provisions such as governing law, notices, and amendment procedures
14. Signature Page: Space for parties to execute the agreement
1. Non-Competition: Restricts contractor from competing with the company - include when contractor will have access to sensitive competitive information
2. Non-Solicitation: Prevents contractor from soliciting company's employees or clients - include when contractor will have significant contact with employees or clients
3. Equipment and Resources: Specifies any company-provided equipment or resources - include when company will provide specific tools or materials
4. Expenses: Details expense reimbursement policies - include when contractor may incur reimbursable expenses
5. Performance Metrics: Establishes specific performance standards - include when quantifiable metrics are necessary
6. Training Requirements: Specifies any required training - include when specific training or certifications are necessary
7. Subcontracting: Addresses ability to subcontract work - include when subcontracting might be relevant
8. Background Checks: Requires background checks or security clearances - include for sensitive work environments
9. Dispute Resolution: Specifies arbitration or mediation procedures - include when alternative dispute resolution is preferred
1. Schedule A - Scope of Work: Detailed description of services, deliverables, and timelines
2. Schedule B - Compensation Details: Detailed breakdown of fees, payment schedules, and any bonus structures
3. Schedule C - Company Policies: Relevant company policies that apply to contractors
4. Appendix 1 - Required Insurance Coverage: Specific insurance types and coverage amounts required
5. Appendix 2 - Approved Subcontractors: List of pre-approved subcontractors if applicable
6. Appendix 3 - Equipment List: Detailed list of any company-provided equipment or resources
7. Appendix 4 - Service Level Agreement: Specific performance metrics and service levels if applicable
Services
Work Product
Deliverables
Company
Contractor
Confidential Information
Intellectual Property Rights
Pre-Existing Materials
Term
Effective Date
Fees
Expenses
Project
Company Materials
Representatives
Specifications
Acceptance Criteria
Business Day
Derivative Works
Trade Secrets
Proprietary Information
Third Party Materials
Change Order
Force Majeure
Territory
Background IP
Milestones
Moral Rights
Client
Project Manager
Service Level Requirements
Completion Date
Designated Representative
Schedule
Statement of Work
Source Code
Documentation
Approved Expenses
Competing Business
Termination Date
Services
Work for Hire
Payment Terms
Intellectual Property Rights
Confidentiality
Non-Competition
Non-Solicitation
Term and Termination
Representations and Warranties
Indemnification
Insurance
Liability
Force Majeure
Assignment
Notices
Amendment
Governing Law
Dispute Resolution
Severability
Entire Agreement
Waiver
Counterparts
Authority
Compliance with Laws
Performance Standards
Acceptance Testing
Subcontracting
Relationship of Parties
Expenses
Records and Audits
Background Checks
Equipment and Materials
Tax Matters
Technology
Construction
Healthcare
Professional Services
Media and Entertainment
Education
Financial Services
Manufacturing
Real Estate
Consulting
Software Development
Creative Industries
Research and Development
Engineering
Marketing and Advertising
Legal
Human Resources
Procurement
Operations
Finance
Project Management Office
Research & Development
Information Technology
Product Development
Creative Services
Engineering
Marketing
Administration
CEO
Chief Legal Officer
General Counsel
HR Director
Project Manager
Procurement Manager
Department Head
Operations Director
Creative Director
Technical Lead
Finance Director
Contract Administrator
Business Unit Manager
Program Manager
Development Manager
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