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1. Parties: Identification of the contracting parties - the client company and the self-employed contractor, including full legal names, registered addresses, and company/VAT numbers
2. Background: Context of the agreement and confirmation of the contractor's independent status
3. Definitions: Key terms used throughout the agreement, including 'Services', 'Deliverables', and 'Intellectual Property Rights'
4. Scope of Services: Detailed description of the services to be provided, emphasizing the contractor's autonomy in service delivery
5. Term and Termination: Duration of the agreement, notice periods, and grounds for termination
6. Fees and Payment Terms: Compensation, payment schedule, invoicing requirements, and VAT arrangements
7. Independent Contractor Status: Explicit confirmation of self-employed status and absence of employment relationship
8. Contractor Obligations: Key responsibilities, including business registration, insurance, and tax compliance
9. Client Obligations: Client's responsibilities and commitments, maintaining arm's length relationship
10. Intellectual Property: Ownership and transfer of IP rights created during the service provision
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection: GDPR compliance and data processing obligations
13. Liability and Insurance: Limitation of liability, required insurance coverage, and indemnification
14. General Provisions: Standard clauses including governing law, jurisdiction, and entire agreement
1. Non-Competition: Restrictions on competing activities, used when contractor has access to sensitive market information
2. Non-Solicitation: Restrictions on soliciting clients or staff, included when contractor has significant client contact
3. Equipment and Resources: Details of any equipment or resources provided by either party, included when relevant to service delivery
4. Quality Standards: Specific quality requirements and standards, included for technical or professional services
5. Subcontracting: Terms for engaging subcontractors, included when subcontracting might be necessary
6. Force Majeure: Provisions for unforeseen circumstances, particularly relevant post-COVID
7. Change Control: Process for implementing changes to services or terms, useful for long-term or complex services
8. Service Levels: Specific performance metrics and standards, included for technical or ongoing services
1. Schedule 1 - Service Description: Detailed specification of services and deliverables
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Data Processing Agreement: GDPR-compliant data processing terms when personal data is processed
4. Schedule 4 - Service Levels: Detailed performance metrics and quality standards if applicable
5. Appendix A - Required Insurance Coverage: Specific insurance requirements and minimum coverage levels
6. Appendix B - Compliance Requirements: Specific regulatory or industry compliance requirements
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