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1. Parties: Identifies the contracting parties - the company/client and the independent contractor, including their full legal names and addresses
2. Background: Outlines the context of the agreement and the parties' intention to enter into an independent contractor relationship
3. Definitions: Defines key terms used throughout the agreement for clarity and consistency
4. Scope of Services: Detailed description of the services to be provided by the contractor
5. Term and Termination: Duration of the agreement and conditions for termination by either party
6. Compensation and Payment Terms: Hourly rate, payment schedule, invoicing requirements, and expense reimbursement policies
7. Independent Contractor Status: Clearly establishes the nature of the relationship and distinguishes it from employment
8. Contractor's Obligations: Key responsibilities, quality standards, and performance expectations
9. Client's Obligations: Client's responsibilities including provision of necessary information and resources
10. Intellectual Property Rights: Ownership and rights to work product created during the engagement
11. Confidentiality: Protection of confidential information and trade secrets
12. Non-Compete and Non-Solicitation: Restrictions on competitive activities and solicitation of clients/employees
13. Representations and Warranties: Statements of fact and promises made by both parties
14. Indemnification: Obligations to protect each party from losses caused by the other's actions
15. General Provisions: Standard legal clauses including governing law, notices, and amendment procedures
1. Equipment and Resources: Include when the contractor needs to use specific equipment or resources, specifying who provides and maintains them
2. Insurance Requirements: Include when the contractor needs to maintain specific insurance coverage
3. Data Protection and Privacy: Include when the contractor will handle personal or sensitive data
4. Force Majeure: Include when parties want to address unforeseeable circumstances preventing performance
5. Subcontracting: Include when the contractor may need to engage subcontractors
6. Training and Orientation: Include when specific training or orientation is required before starting services
7. Performance Metrics: Include when specific performance standards or KPIs will be used to evaluate services
8. International Payment Terms: Include when payments will be made in foreign currency or across borders
1. Schedule A - Services Description: Detailed breakdown of services, deliverables, and specific requirements
2. Schedule B - Rate Card: Detailed breakdown of hourly rates, including any variations based on service type or timing
3. Schedule C - Approved Expenses: List of reimbursable expenses and related policies
4. Schedule D - Project Timeline: If applicable, key milestones and delivery dates
5. Schedule E - Compliance Requirements: Specific regulatory or compliance requirements the contractor must follow
6. Appendix 1 - Contact Information: Key contacts for both parties, including escalation procedures
7. Appendix 2 - Required Qualifications: List of certifications, licenses, or qualifications the contractor must maintain
8. Appendix 3 - Reporting Templates: Standard forms for time reporting, invoicing, and performance reports
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