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1. Parties: Identification and details of contracting parties, including full legal names, addresses, and registration details
2. Background: Context of the agreement, purpose of engagement, and relationship overview
3. Definitions: Key terms and their meanings as used throughout the agreement
4. Services: Detailed description of services to be provided by the contractor
5. Payment Terms: Compensation structure, invoicing procedures, payment timeline, and currency specifications
6. Term and Termination: Duration of agreement, renewal terms, and conditions for termination
7. Independent Contractor Status: Clear statement of independent contractor relationship and tax implications
8. Compliance with Laws: Obligations to comply with relevant laws including FCPA, export controls, and local regulations
9. Governing Law and Jurisdiction: Specification of applicable law and dispute resolution mechanisms
1. Intellectual Property Rights: Provisions for ownership and transfer of IP created during the engagement
2. Confidentiality: Terms for handling confidential information and trade secrets
3. Data Protection: Requirements for handling personal data and compliance with privacy laws
4. Non-Compete: Restrictions on competitive activities during and after the engagement
5. Insurance Requirements: Specifications for required insurance coverage
1. Schedule A - Scope of Services: Detailed description of services, deliverables, and performance metrics
2. Schedule B - Rate Card: Detailed breakdown of fees, charges, and payment structure
3. Schedule C - Data Processing Agreement: Specific terms for handling personal data and ensuring privacy compliance
4. Schedule D - Equipment and Resources: List of any equipment, software, or resources provided by either party
5. Schedule E - Key Personnel: Details of key individuals involved in service delivery
Services
Deliverables
Effective Date
Term
Contract Price
Payment Schedule
Intellectual Property Rights
Pre-existing IP
Work Product
Confidential Information
Force Majeure Event
Business Day
Applicable Laws
Territory
Client Materials
Client Representative
Contractor Representative
Specifications
Change Order
Good Industry Practice
Data Protection Laws
Personal Data
Affiliate
Expenses
Project Schedule
Service Level Requirements
Acceptance Criteria
Working Hours
Taxes
Payment Terms
Independent Contractor Status
Term and Termination
Intellectual Property Rights
Confidentiality
Non-Competition
Non-Solicitation
Representations and Warranties
Indemnification
Limitation of Liability
Insurance
Force Majeure
Data Protection
Compliance with Laws
Tax Obligations
Assignment and Subcontracting
Notices
Governing Law
Dispute Resolution
Entire Agreement
Amendment and Modification
Severability
Waiver
No Partnership or Agency
Export Control
Anti-Corruption
Records and Audit Rights
Service Levels
Acceptance Testing
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