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1. Parties: Identifies the contracting parties, including legal names, addresses, and business details
2. Background: Explains the context of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Engagement and Services: Specifies the contractor's engagement terms and describes the services to be provided
5. Independent Contractor Status: Explicitly establishes the relationship as independent contractor, not employment
6. Term and Termination: Specifies duration of agreement and conditions for termination
7. Compensation and Payment Terms: Details fees, payment schedule, expenses, and invoicing requirements
8. Intellectual Property Rights: Addresses ownership and transfer of work product and pre-existing IP
9. Confidentiality: Protects confidential information and trade secrets
10. Representations and Warranties: States parties' assurances regarding capacity, authority, and work quality
11. Limitation of Liability: Sets boundaries on parties' liability
12. Insurance and Indemnification: Specifies required insurance coverage and indemnification obligations
13. General Provisions: Includes standard legal provisions like governing law, notices, and amendments
1. Non-Competition: Restricts contractor from competing with client; include when contractor will have access to sensitive competitive information
2. Non-Solicitation: Prevents contractor from soliciting client's employees or customers; use when contractor will have significant contact with them
3. Equipment and Resources: Specifies who provides work equipment and resources; include when significant equipment or resources are needed
4. Compliance with Policies: Requires contractor to follow client policies; include when contractor works on client premises or with client systems
5. Subcontracting: Addresses whether and how contractor may subcontract work; include when subcontracting might be needed
6. Background Checks: Requires security or background checks; include for sensitive work or regulated industries
7. Data Protection: Addresses handling of personal data; include when contractor processes personal information
8. Force Majeure: Addresses unforeseen circumstances; include for long-term or high-value contracts
1. Schedule A - Services Description: Detailed description of services, deliverables, and performance standards
2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule C - Project Timeline: Milestone dates and delivery schedule
4. Schedule D - Acceptable Use Policies: Client's relevant policies and procedures contractor must follow
5. Schedule E - Pre-existing IP: List of contractor's pre-existing intellectual property that may be used
6. Appendix 1 - Insurance Requirements: Detailed insurance coverage requirements
7. Appendix 2 - Required Forms: Standard forms for invoicing, reporting, or other administrative requirements
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Engineering
Marketing and Advertising
Healthcare
Education
Construction
Research and Development
Entertainment
Financial Services
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Procurement
Operations
Finance
Project Management Office
Research and Development
Product Development
Creative Services
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Compliance
Business Development
CEO
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Procurement Manager
Project Manager
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