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1. Parties: Identifies the contracting parties - the company/client and the contractor, including full legal names and addresses
2. Background: Briefly explains the context of the agreement and confirms the contractor's desire to provide and the client's desire to receive the services
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 circumstances under which either party may terminate
6. Compensation and Payment Terms: Details of fees, payment schedule, expenses, and invoicing requirements
7. Independent Contractor Status: Explicitly establishes the relationship as independent contractor, not employment
8. Contractor's Obligations: Key responsibilities, quality standards, and performance requirements
9. Client's Obligations: Client's responsibilities including provision of information, access, and resources
10. Intellectual Property Rights: Ownership and rights regarding work product and pre-existing IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Liability and Indemnification: Risk allocation between parties and indemnification obligations
13. Insurance: Required insurance coverage to be maintained by the contractor
14. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
15. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
16. Execution: Signature blocks and execution requirements
1. Non-Compete: Restrictions on contractor's ability to compete or work with competitors - include when protecting market position is crucial
2. Performance Metrics: Specific KPIs and performance measurement criteria - include for complex or long-term service arrangements
3. Equipment and Resources: Details of any equipment or resources provided by either party - include when specific tools or resources are part of the arrangement
4. Training Requirements: Any mandatory training or certification requirements - include when specific qualifications must be maintained
5. Data Protection: Specific data handling and protection requirements - include when personal or sensitive data processing is involved
6. Force Majeure: Provisions for unforeseeable circumstances - include when service continuity is critical
7. Subcontracting: Terms regarding use of subcontractors - include when subcontracting might be needed
1. Schedule A - Scope of Services: Detailed breakdown of services, deliverables, and technical specifications
2. Schedule B - Fee Schedule: Detailed pricing, payment terms, and any rate cards
3. Schedule C - Service Levels: Specific performance standards, response times, and quality metrics
4. Schedule D - Key Personnel: Names and roles of key contractor personnel assigned to the services
5. Schedule E - Required Insurance: Specific insurance types and coverage amounts required
6. Appendix 1 - Approved Subcontractors: List of pre-approved subcontractors if applicable
7. Appendix 2 - Compliance Requirements: Specific regulatory or compliance requirements applicable to the services
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