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Non Compete And Independent Contractor Agreement
"I need a Non Compete and Independent Contractor Agreement for a senior software developer in Manila who will be working on our core banking platform starting March 2025, with a two-year non-compete restriction covering the Philippines and Singapore."
1. Parties: Identifies and provides full details of the contracting parties, including their legal names, addresses, and business registration details if applicable
2. Background: Explains the context of the agreement, including the nature of the client's business and the contractor's expertise
3. Definitions: Defines key terms used throughout the agreement, including 'Confidential Information', 'Competing Business', 'Services', and 'Territory'
4. Scope of Services: Details the specific services to be provided by the contractor, including deliverables and performance standards
5. Independent Contractor Status: Explicitly establishes the relationship as independent contractor, not employment, and outlines the implications
6. Term and Termination: Specifies the duration of the agreement and conditions for termination by either party
7. Compensation and Payment Terms: Details the fee structure, payment schedule, and reimbursement policies
8. Non-Compete Obligations: Specifies restrictions on competing activities, including duration, geographic scope, and nature of prohibited activities
9. Confidentiality: Outlines obligations regarding confidential information and trade secrets
10. Intellectual Property Rights: Addresses ownership and rights to work product created during the engagement
11. Representations and Warranties: Contains statements of fact and promises made by both parties
12. Indemnification: Details mutual or unilateral indemnification obligations
13. General Provisions: Includes standard clauses such as governing law, notices, and amendments
1. Insurance Requirements: Specifies required insurance coverage when the services involve significant risks or liability exposure
2. Equipment and Resources: Details provisions regarding tools and resources when specific equipment or facilities are required
3. Performance Metrics: Establishes specific performance criteria and evaluation methods when quantifiable metrics are necessary
4. Non-Solicitation: Includes restrictions on soliciting employees or clients when there's significant risk of poaching
5. Dispute Resolution: Details specific arbitration or mediation procedures when parties prefer alternative dispute resolution
6. Force Majeure: Addresses unforeseeable circumstances when services involve critical timelines or deliverables
7. Data Protection: Includes specific data handling requirements when personal or sensitive data is involved
8. Compliance with Specific Regulations: Added when the services are in regulated industries requiring specific compliance measures
1. Schedule A - Scope of Services: Detailed description of services, deliverables, and performance requirements
2. Schedule B - Fee Schedule: Detailed breakdown of fees, payment terms, and any variable compensation elements
3. Schedule C - Restricted Territory: Map or detailed description of geographic areas covered by non-compete provisions
4. Schedule D - Competing Business Definition: Specific description of business activities considered competitive
5. Appendix 1 - Required Qualifications: List of required certifications, licenses, or qualifications for service delivery
6. Appendix 2 - Approved Subcontractors: List of pre-approved subcontractors if applicable
7. Appendix 3 - Compliance Requirements: Specific regulatory or industry compliance requirements
8. Appendix 4 - Client Policies: Relevant client policies that contractor must comply with
Authors
Technology
Professional Services
Consulting
Healthcare
Financial Services
Marketing and Advertising
Engineering
Education and Training
Software Development
Creative Industries
Construction
Real Estate
Legal
Human Resources
Procurement
Operations
Finance
Business Development
Compliance
Risk Management
Consultant
Software Developer
Business Analyst
Project Manager
Marketing Specialist
Financial Advisor
Training Specialist
Graphic Designer
Technical Writer
Engineering Consultant
Sales Representative
IT Specialist
Research Analyst
Strategic Advisor
Content Creator
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