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1. Parties: Identification of the contracting parties, including full legal names, addresses, and company registration details
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided by the contractor
5. Term and Termination: Duration of the agreement and conditions for termination
6. Independent Contractor Relationship: Clear establishment of independent contractor status and disclaimer of employment relationship
7. Compensation and Payment Terms: Fee structure, payment schedule, expenses, and tax implications
8. Intellectual Property Rights: Ownership and transfer of IP created during the engagement
9. Confidentiality: Protection of confidential information and trade secrets
10. Representations and Warranties: Contractor's and company's assertions about their capacity and authority
11. Indemnification: Obligations to protect against losses and liability
12. Insurance: Required insurance coverage to be maintained by the contractor
13. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
14. General Provisions: Standard legal provisions including notices, amendments, and severability
1. Non-Compete: Restrictions on competing activities, used when contractor has access to sensitive business information
2. Non-Solicitation: Restrictions on soliciting employees or clients, used when contractor has significant client contact
3. Data Protection: Specific obligations regarding personal data handling, required when dealing with personal data
4. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term or high-value contracts
5. Compliance with Laws: Specific regulatory compliance requirements, needed for regulated industries
6. Performance Metrics: Specific KPIs and performance standards, used when service quality needs to be quantified
7. Equipment and Resources: Provisions regarding tools and resources, relevant when specific equipment or facilities are involved
8. Training and Documentation: Requirements for training or documentation, needed for complex service arrangements
9. Subcontracting: Rules regarding use of subcontractors, relevant when subcontracting might be needed
1. Schedule A - Scope of Services: Detailed description of services, deliverables, and timelines
2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule C - Service Levels: Specific performance metrics and service level requirements
4. Schedule D - Approved Subcontractors: List of pre-approved subcontractors if applicable
5. Schedule E - Company Policies: Relevant company policies that contractor must comply with
6. Appendix 1 - Insurance Requirements: Detailed insurance coverage requirements
7. Appendix 2 - Confidentiality Agreement: Detailed confidentiality terms and requirements
8. Appendix 3 - Data Protection Requirements: Specific data protection and privacy requirements
9. Appendix 4 - Required Forms and Documentation: Templates for invoices, reports, and other required documentation
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