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Master Independent Contractor Agreement
"I need a Master Independent Contractor Agreement for our Philippines-based technology company that will engage multiple software developers and UI/UX designers as contractors starting January 2025, with specific provisions for intellectual property rights and data privacy compliance."
1. Parties: Identification of the contracting parties including full legal names, addresses, and business registration details
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Key terms used throughout the agreement defined for clarity and consistency
4. Scope of Services: Detailed description of services to be provided by the contractor
5. Independent Contractor Relationship: Clear establishment of independent contractor status and disclaimer of employment relationship
6. Term and Termination: Duration of the agreement and conditions for termination by either party
7. Compensation and Payment Terms: Fee structure, payment schedule, and invoicing requirements
8. Contractor's Obligations: Key responsibilities, performance standards, and delivery requirements
9. Company's Obligations: Company's responsibilities including provision of necessary information and resources
10. Intellectual Property Rights: Ownership and transfer of intellectual property created during the engagement
11. Confidentiality: Protection of confidential information and trade secrets
12. Representations and Warranties: Basic assurances from both parties regarding capacity and authority
13. Indemnification: Mutual indemnification obligations and liability limitations
14. Insurance: Required insurance coverage to be maintained by the contractor
15. Dispute Resolution: Process for resolving disputes including jurisdiction and venue
16. General Provisions: Standard boilerplate clauses including notices, amendments, and governing law
1. Data Privacy and Protection: Required when contractor will handle personal or sensitive data, ensuring compliance with the Data Privacy Act
2. Non-Competition: Used when contractor will have access to sensitive business information or client relationships
3. Non-Solicitation: Added when protecting against solicitation of employees or clients is crucial
4. Equipment and Resources: Included when specific provisions about tools, equipment, or resources are needed
5. Subcontracting: Required when contractor may need to engage subcontractors
6. Force Majeure: Added when specific provisions for unforeseen circumstances are needed
7. Compliance with Anti-Corruption Laws: Important when contractor deals with government entities or public sector
8. Export Control: Needed for international services or technology transfer
9. Key Personnel: Used when specific individuals are critical to service delivery
1. Schedule A - Services Description: Detailed scope of work, deliverables, and performance metrics
2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule C - Service Levels: Specific performance standards and metrics if applicable
4. Schedule D - Approved Subcontractors: List of pre-approved subcontractors if applicable
5. Schedule E - Company Policies: Relevant company policies contractor must comply with
6. Appendix 1 - Insurance Requirements: Detailed insurance requirements and coverage limits
7. Appendix 2 - Confidentiality Agreement: Detailed confidentiality terms and requirements
8. Appendix 3 - Data Processing Agreement: Specific terms for handling personal data if required
Authors
Information Technology
Professional Services
Consulting
Creative Industries
Engineering
Construction
Healthcare
Education
Financial Services
Digital Marketing
Business Process Outsourcing
Software Development
Manufacturing
Research and Development
Media and Entertainment
Legal
Human Resources
Procurement
Operations
Finance
Compliance
Risk Management
Business Development
Vendor Management
Contract Administration
Legal Counsel
HR Director
Procurement Manager
Project Manager
Operations Director
Contract Administrator
Chief Financial Officer
Compliance Officer
Risk Manager
Business Development Manager
Department Head
Resource Manager
Vendor Manager
Chief Operations Officer
General Counsel
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