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1. Parties: Identification and details of the Principal Employer and the Contractor, including their registered addresses and company/business registration numbers
2. Background: Context of the agreement, brief description of the Principal Employer's business, and the purpose for engaging the Contractor
3. Definitions and Interpretation: Definitions of key terms used throughout the agreement and rules for interpreting the agreement
4. Scope of Services: Detailed description of the services to be provided by the Contractor, including deliverables and performance standards
5. Term: Duration of the agreement, including start date and end date or renewal provisions
6. Contractor's Obligations: Key responsibilities and commitments of the Contractor, including quality standards, timeline adherence, and compliance requirements
7. Principal Employer's Obligations: Responsibilities of the Principal Employer, including provision of necessary information, access, and resources
8. Compensation and Payment Terms: Fee structure, payment schedule, invoicing requirements, and tax considerations
9. Independent Contractor Relationship: Clear statement of the Contractor's status as an independent contractor and not an employee
10. Intellectual Property Rights: Ownership and rights related to work products, pre-existing IP, and newly created IP
11. Confidentiality: Protection of confidential information and trade secrets of both parties
12. Termination: Grounds for termination, notice requirements, and consequences of termination
13. Indemnification: Mutual indemnification obligations and liability limitations
14. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law provisions
15. General Provisions: Standard clauses including notices, amendments, assignment, severability, and entire agreement
1. Equipment and Materials: Used when the Contractor needs to provide or use specific equipment or materials, detailing ownership, maintenance, and return obligations
2. Health and Safety: Required for high-risk work or when the Contractor needs to comply with specific safety regulations
3. Insurance: Detailed insurance requirements when the nature of work requires specific coverage
4. Non-Compete: Restrictions on the Contractor's ability to compete or work with competitors, if relevant to the industry
5. Performance Metrics: Specific KPIs and performance measurement criteria for complex service arrangements
6. Subcontracting: Terms governing the Contractor's ability to subcontract work, if permitted
7. Training Requirements: When specific training or certifications are required for the services
8. Force Majeure: Provisions for handling unforeseen circumstances, particularly relevant in long-term contracts
9. Data Protection: Required when the services involve handling personal or sensitive data
10. Compliance with Specific Regulations: When the services are in regulated industries requiring specific compliance measures
1. Schedule 1 - Scope of Services: Detailed specification of services, deliverables, and technical requirements
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Performance standards, metrics, and measurement criteria
4. Schedule 4 - Key Personnel: Details of key team members and their qualifications
5. Schedule 5 - Equipment List: Inventory of equipment to be used or provided
6. Schedule 6 - Timeline and Milestones: Project schedule, key dates, and deliverable milestones
7. Appendix A - Required Forms and Documentation: Standard forms, reporting templates, and required documentation
8. Appendix B - Health and Safety Requirements: Specific safety procedures and requirements
9. Appendix C - Insurance Requirements: Detailed insurance specifications and coverage requirements
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