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1. Parties: Identifies and provides full details of the contracting parties, including their legal status and registered addresses
2. Background: Explains the context of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Scope of Services: Detailed description of the services to be provided by the contractor
5. Term and Termination: Duration of the agreement and circumstances under which it can be terminated
6. Compensation and Payment Terms: Details of fees, payment schedule, expenses, and invoicing procedures
7. Independent Contractor Status: Clear statement of contractor's independent status and not an employee
8. Contractor's Obligations: Key responsibilities, quality standards, and delivery requirements
9. Client's Obligations: Support, access, and resources to be provided by the client
10. Intellectual Property Rights: Ownership and rights to work product and pre-existing IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Indemnification: Mutual protection against losses and damages
13. Dispute Resolution: Process for resolving disagreements, including jurisdiction and applicable law
14. General Provisions: Standard clauses including notices, amendments, and severability
1. Non-Compete: Restrictions on competing activities, used when contractor has access to sensitive business information
2. Insurance Requirements: Specific insurance coverage requirements, needed for high-risk services or when working on-site
3. Equipment and Resources: Details of tools and resources provided by either party, needed when specific equipment is required
4. Performance Metrics: Specific KPIs and measurement criteria, used for performance-based contracts
5. Security Requirements: IT security and data protection obligations, needed when handling sensitive data
6. Health and Safety: Safety protocols and requirements, essential for physical or on-site work
7. Subcontracting: Terms for engaging subcontractors, needed when subcontracting is permitted
8. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term contracts
1. Schedule A - Scope of Work: Detailed breakdown of services, deliverables, and technical specifications
2. Schedule B - Fee Schedule: Detailed pricing, payment milestones, and rate cards
3. Schedule C - Service Levels: Performance standards, response times, and quality metrics
4. Schedule D - Client Materials: List of materials, data, or resources to be provided by the client
5. Appendix 1 - Contact Details: Key contact persons and escalation matrix
6. Appendix 2 - Required Qualifications: Specific certifications or qualifications required for service delivery
7. Appendix 3 - Approved Subcontractors: List of pre-approved subcontractors if applicable
8. Appendix 4 - Compliance Requirements: Specific regulatory or industry compliance requirements
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