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1. Parties: Identifies and defines the contracting parties - the company and the independent contractor
2. Background: Sets out the context of the agreement, nature of the business, and the independent contractor relationship
3. Definitions: Defines key terms including 'Restricted Clients', 'Confidential Information', 'Services', and 'Restricted Period'
4. Independent Contractor Status: Clearly establishes the nature of the relationship as independent contractor, not employment
5. Non-Solicitation Obligations: Details the specific restrictions on soliciting clients, employees, and business opportunities
6. Duration and Geographic Scope: Specifies the time period and territorial limits of the non-solicitation obligations
7. Confidentiality: Obligations regarding confidential information and trade secrets
8. Acknowledgments: Contractor's acknowledgment of the reasonableness of restrictions
9. Remedies: Specifies remedies for breach, including injunctive relief and damages
10. General Provisions: Standard clauses including governing law, severability, and entire agreement
1. Non-Competition: Additional restrictions on competing activities - include only if specifically required and ensure reasonable scope
2. Intellectual Property: Include if the contractor may create or have access to IP during the engagement
3. Data Protection: Include detailed data protection provisions if the contractor will handle personal data
4. Assignment and Succession: Include if the agreement needs to be assignable or binding on successors
5. Alternative Dispute Resolution: Include if parties prefer mediation or arbitration before litigation
6. Survival: Detailed clause specifying which provisions survive termination - include if not covered in general provisions
1. Schedule 1 - Restricted Clients: List of specific clients or categories of clients covered by non-solicitation provisions
2. Schedule 2 - Services: Detailed description of services provided by the contractor
3. Schedule 3 - Territorial Scope: Specific geographic areas covered by the restrictions
4. Appendix A - Confidential Information: Detailed categories of information deemed confidential
5. Appendix B - Acknowledgment Form: Form for contractor to acknowledge receipt and understanding of obligations
Professional Services
Information Technology
Financial Services
Management Consulting
Marketing and Advertising
Healthcare Services
Engineering
Education and Training
Business Development
Real Estate
Creative Industries
Software Development
Human Resources
Legal
Procurement
Business Development
Sales
Marketing
Information Technology
Professional Services
Operations
Finance
Strategy
Talent Acquisition
Independent Consultant
Freelance Developer
Contract Project Manager
External Advisor
Business Development Contractor
Marketing Consultant
IT Systems Contractor
Training Specialist
Professional Services Contractor
Technical Consultant
Sales Representative
Strategy Consultant
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