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1. Parties: Identification of the contractor and subcontractor, including full legal names, registration numbers, and addresses
2. Background: Context of the agreement, including the contractor's primary contract and need for subcontracted services
3. Definitions and Interpretation: Definitions of key terms and interpretation rules for the agreement
4. Appointment and Status: Formal appointment of the subcontractor and explicit confirmation of independent contractor status
5. Scope of Services: Detailed description of the professional services to be provided
6. Duration: Term of the agreement, including commencement date and termination provisions
7. Fees and Payment Terms: Compensation structure, payment schedule, invoicing requirements, and expenses
8. Obligations of the Subcontractor: Key responsibilities, performance standards, and delivery requirements
9. Obligations of the Contractor: Contractor's responsibilities including provision of information and resources
10. Performance Standards: Quality standards, KPIs, and service level requirements
11. Intellectual Property Rights: Ownership and usage rights of work products and pre-existing IP
12. Confidentiality: Protection of confidential information and trade secrets
13. Data Protection: POPIA compliance and data handling requirements
14. Liability and Indemnification: Allocation of risks, limitations of liability, and indemnification obligations
15. Insurance: Required insurance coverage and minimum limits
16. Termination: Grounds for termination, notice requirements, and consequences
17. General Provisions: Standard legal provisions including governing law, notices, and dispute resolution
1. Non-Compete: Restrictions on competitive activities, used when subcontractor has access to sensitive information or client relationships
2. Equipment and Resources: Provisions regarding tools and resources, needed when specific equipment or software is required
3. Safety Requirements: Specific safety protocols, required when services involve on-site work or hazardous activities
4. B-BBEE Compliance: B-BBEE requirements and certifications, needed for contracts where B-BBEE status is relevant
5. Background Checks: Security clearance requirements, used when services involve sensitive information or secure locations
6. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term or high-risk contracts
7. Change Control: Procedures for modifying scope or terms, important for complex or long-term projects
8. Subcontractor Personnel: Requirements for staff qualifications and replacement, needed when specific expertise is crucial
9. Environmental Compliance: Environmental requirements, necessary when services have environmental impacts
1. Schedule A - Scope of Services: Detailed description of services, deliverables, and technical requirements
2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones
3. Schedule C - Service Levels: Specific performance metrics, response times, and quality standards
4. Schedule D - Key Personnel: List of key team members and their qualifications
5. Schedule E - Required Insurance: Detailed insurance requirements and minimum coverage limits
6. Schedule F - Approved Subcontractor Tools and Software: List of approved tools, software, and equipment for service delivery
7. Appendix 1 - Data Protection Requirements: Detailed POPIA compliance requirements and procedures
8. Appendix 2 - Health and Safety Requirements: Specific safety protocols and requirements
9. Appendix 3 - Confidentiality Agreement: Detailed confidentiality terms and requirements
Applicable Laws
Business Day
Client
Commencement Date
Confidential Information
Contractor
Deliverables
Effective Date
Fee Schedule
Force Majeure Event
Intellectual Property Rights
Key Personnel
Main Contract
Personal Information
Professional Services
Project
Project Manager
Schedule
Scope of Services
Service Levels
Services
Site
Subcontractor
Term
Termination Date
Work Product
Working Hours
VAT
Material Breach
Performance Standards
Quality Standards
Background IP
Foreground IP
Approved Personnel
Change Request
Dispute
Good Industry Practice
Acceptance Criteria
Completion Date
Duration
Services
Payment Terms
Performance Standards
Obligations
Independent Contractor Status
Intellectual Property
Confidentiality
Data Protection
Warranties
Liability
Indemnification
Insurance
Termination
Force Majeure
Non-Compete
Non-Solicitation
Assignment
Subcontracting
Dispute Resolution
Governing Law
Notices
Health and Safety
Compliance with Laws
Record Keeping
Audit Rights
Change Control
Service Levels
Personnel
Resources
Reporting
Quality Assurance
Risk Allocation
Business Continuity
Anti-Corruption
B-BBEE Compliance
Entire Agreement
Severability
Variation
Waiver
Information Technology
Management Consulting
Engineering
Architecture
Financial Services
Professional Services
Construction
Healthcare
Legal Services
Business Process Outsourcing
Education and Training
Research and Development
Digital Marketing
Environmental Services
Legal
Procurement
Operations
Human Resources
Finance
Compliance
Risk Management
Business Development
Project Management Office
Vendor Management
Professional Services
Contract Administration
Project Manager
Legal Counsel
Procurement Manager
Contract Administrator
Operations Director
HR Manager
Finance Manager
Compliance Officer
Risk Manager
Business Development Manager
Department Head
Professional Services Director
Chief Operating Officer
Vendor Manager
Resource Manager
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