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1. Parties: Identifies the contracting parties, including full legal names, addresses, and registration details if applicable
2. Background: Provides context for the agreement and establishes the intent to create 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: Fee structure, payment schedule, expenses, and invoicing requirements
7. Independent Contractor Status: Explicitly establishes the independent nature of the relationship and disclaims any employer-employee relationship
8. Contractor's Obligations: Key responsibilities, quality standards, and delivery requirements
9. Client's Obligations: Client's responsibilities including provision of necessary information and resources
10. Intellectual Property Rights: Ownership and transfer of work product and pre-existing IP
11. Confidentiality: Protection of confidential information and trade secrets
12. Representations and Warranties: Basic warranties about capability to contract and deliver services
13. Limitation of Liability: Caps on liability and exclusions of certain types of damages
14. Governing Law and Dispute Resolution: Choice of law and method for resolving disputes
15. General Provisions: Standard boilerplate clauses including notices, amendment process, and severability
1. Non-Compete: Restrictions on competing activities - include when contractor will have access to sensitive competitive information
2. Insurance Requirements: Specific insurance coverage requirements - include for high-risk services or when required by industry standards
3. Data Protection: Compliance with data protection laws - include when personal data processing is involved
4. Force Majeure: Provisions for unforeseeable circumstances - particularly relevant in long-term or critical service contracts
5. Subcontracting: Rules regarding use of subcontractors - include when subcontracting might be necessary
6. Equipment and Resources: Provisions regarding tools and resources - include when specific equipment or facilities are required
7. Training and Compliance: Requirements for specific training or compliance programs - include in regulated industries
8. Performance Metrics: Specific KPIs and performance standards - include when quantitative measurement is important
1. Schedule A - Services Description: Detailed scope of work, deliverables, and technical specifications
2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones
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: Specific certifications, licenses, or qualifications required
6. Appendix 2 - Client Policies: Relevant client policies that contractor must comply with
7. Appendix 3 - Equipment List: List of any equipment or resources provided by either party
8. Appendix 4 - Contact Details: Key contact persons and escalation matrix for both parties
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