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1. Parties: Identifies the contracting parties - the client and the freelancer, including their complete legal names and addresses
2. Background: Sets out the context of the agreement and the parties' intention to enter into a retainer arrangement
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Services: Outlines the services to be provided by the freelancer under the retainer arrangement
5. Term and Renewal: Specifies the duration of the retainer agreement and any renewal provisions
6. Retainer Fee and Payment Terms: Details the monthly retainer fee, payment schedule, and additional charges if applicable
7. Independent Contractor Status: Clearly establishes the freelancer's status as an independent contractor, not an employee
8. Intellectual Property Rights: Addresses ownership and transfer of intellectual property created during the engagement
9. Confidentiality: Protects confidential information shared during the engagement
10. Performance Standards: Sets out expected quality standards and delivery timeframes
11. Termination: Specifies conditions and procedures for ending the agreement
12. Governing Law: Establishes Philippine law as the governing law
13. Dispute Resolution: Outlines the process for resolving disputes
14. General Provisions: Includes standard boilerplate clauses such as force majeure, severability, and entire agreement
1. Non-Compete: Restricts the freelancer from working with competitors - only included if specifically required and ensuring compliance with Philippine competition laws
2. Non-Solicitation: Prevents the freelancer from soliciting client's employees or other contractors - included for sensitive positions
3. Equipment and Resources: Specifies any equipment or resources provided by the client - included if client provides specific tools or systems
4. Insurance Requirements: Details required insurance coverage - included for high-risk services or when working with corporate clients
5. Data Protection: Additional provisions for handling personal data - included when services involve processing personal information
6. Milestone Requirements: Specific project milestones and deliverables - included when services include specific project-based components
7. International Payment Terms: Special provisions for international payments - included for overseas clients
8. Performance Metrics: Detailed KPIs and performance measurement criteria - included for complex service arrangements
1. Schedule A - Scope of Services: Detailed description of services to be provided, including any specific deliverables
2. Schedule B - Fee Schedule: Detailed breakdown of retainer fees, hourly rates for additional work, and expense policies
3. Schedule C - Service Levels: Specific performance metrics, response times, and quality standards
4. Schedule D - Authorized Representatives: List of key contacts and their authority levels for both parties
5. Appendix 1 - Required Reports: Templates and specifications for required regular reports
6. Appendix 2 - Confidential Information: Specific details of what constitutes confidential information
7. Appendix 3 - Approved Subcontractors: List of pre-approved subcontractors if applicable
8. Appendix 4 - Data Processing Requirements: Specific procedures for handling personal or sensitive data if applicable
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