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1. Parties: Identifies the contracting parties - the client and the independent contractor, including their full legal names, addresses, and any registration numbers
2. Background: Provides context for the agreement, including the client's business, contractor's expertise, and their 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 professional services to be provided by the contractor
5. Term and Termination: Duration of the agreement, renewal terms, and circumstances under which either party may terminate
6. Compensation and Payment Terms: Fee structure, payment schedule, expenses, and invoicing procedures
7. Independent Contractor Status: Explicitly establishes the relationship as independent contracting, not employment
8. Contractor's Obligations: Key responsibilities, performance standards, and delivery requirements
9. Client's Obligations: Client's responsibilities, including provision of necessary information and resources
10. Intellectual Property Rights: Ownership and rights related to work product and pre-existing IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Representations and Warranties: Parties' assurances regarding their capacity, qualifications, and right to enter agreement
13. Limitation of Liability: Caps on liability and exclusions of certain types of damages
14. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution
1. Non-Compete: Restrictions on contractor's ability to work with competitors (use when contractor will have access to sensitive competitive information)
2. Non-Solicitation: Prevents contractor from soliciting client's employees or customers (include for contractors with significant client contact)
3. Insurance Requirements: Specific insurance coverage requirements (important for high-risk services or when required by industry regulations)
4. Performance Metrics: Specific KPIs and performance standards (use when service quality can be objectively measured)
5. Compliance with Specific Regulations: Industry-specific regulatory compliance requirements (include for regulated industries)
6. Data Protection: Specific data handling and protection requirements (necessary when personal or sensitive data is involved)
7. Force Majeure: Provisions for unforeseeable circumstances (particularly relevant post-COVID)
8. Assignment and Subcontracting: Rights to assign or subcontract services (include when flexibility in service delivery is needed)
1. Schedule A - Scope of Services: Detailed breakdown of services, deliverables, and technical specifications
2. Schedule B - Fee Schedule: Detailed fee structure, rates, payment milestones, and expense policies
3. Schedule C - Service Levels: Specific performance metrics, response times, and quality standards
4. Schedule D - Approved Subcontractors: List of pre-approved subcontractors if applicable
5. Appendix 1 - Required Qualifications: Professional qualifications, certifications, and credentials required
6. Appendix 2 - Compliance Checklist: Regulatory and compliance requirements specific to the services
7. Appendix 3 - Project Timeline: Detailed project milestones and delivery schedule
8. Appendix 4 - Contact Details: Key contact persons and escalation matrix for both parties
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