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Master Independent Contractor Agreement
"I need a Master Independent Contractor Agreement for our Canadian technology company that will engage software developers and UI/UX designers as contractors, with strong IP protection clauses and the ability to add project-specific statements of work."
1. Parties: Identification of the company and the independent contractor, including full legal names and addresses
2. Background: Context of the agreement and confirmation of the parties' intention to enter into an independent contractor relationship
3. Definitions: Key terms used throughout the agreement, including 'Services', 'Deliverables', 'Intellectual Property', and 'Confidential Information'
4. Engagement and Scope: Establishment of the contractor relationship and general scope of services
5. Independent Contractor Status: Clear stipulation of the independent nature of the relationship and distinction from employment
6. Compensation and Payment Terms: Fee structure, payment schedule, expenses, and invoicing requirements
7. Taxes and Statutory Deductions: Contractor's responsibility for all tax payments and statutory deductions
8. Term and Termination: Duration of the agreement and conditions for termination by either party
9. Contractor Obligations: Key responsibilities, performance standards, and compliance requirements
10. Company Obligations: Company's responsibilities to the contractor
11. Intellectual Property Rights: Ownership and transfer of IP created during the engagement
12. Confidentiality: Protection of confidential information and trade secrets
13. Representations and Warranties: Contractor's confirmations regarding capacity, qualifications, and legal right to provide services
14. Indemnification: Mutual or contractor indemnification obligations
15. Insurance: Required insurance coverage to be maintained by the contractor
16. General Provisions: Standard legal provisions including governing law, notices, and amendment procedures
1. Non-Competition: Restrictions on competing activities - include when contractor will have access to sensitive competitive information
2. Non-Solicitation: Restrictions on soliciting employees or clients - include when contractor will have significant client or employee contact
3. Equipment and Resources: Provisions regarding use of company equipment or resources - include when company provides significant resources
4. Performance Metrics: Specific performance standards and evaluation criteria - include for long-term or complex service arrangements
5. Subcontracting: Terms for engaging subcontractors - include when subcontracting might be necessary
6. Data Protection: Specific data handling and privacy requirements - include when personal data processing is involved
7. Background Checks: Requirements for security clearances or background checks - include for sensitive work environments
8. Training Requirements: Specific training or certification requirements - include for specialized services
9. Dispute Resolution: Detailed dispute resolution procedures - include for high-value or complex relationships
1. Schedule A - Services Description: Detailed description of services to be provided and specific deliverables
2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule C - Service Levels: Performance standards and metrics for service delivery
4. Schedule D - Company Policies: Relevant company policies applicable to contractors
5. Appendix 1 - Insurance Requirements: Specific insurance types and coverage amounts required
6. Appendix 2 - Confidentiality Agreement: Detailed confidentiality terms and requirements
7. Appendix 3 - Intellectual Property Assignment: Detailed IP assignment and transfer provisions
Authors
Technology
Consulting
Professional Services
Construction
Creative Industries
Healthcare
Education
Financial Services
Manufacturing
Engineering
Media and Entertainment
Software Development
Marketing and Advertising
Research and Development
Business Services
Legal
Human Resources
Procurement
Operations
Finance
Compliance
Risk Management
Project Management Office
Business Development
Administration
Chief Legal Officer
Legal Counsel
HR Director
HR Manager
Procurement Manager
Project Manager
Operations Director
Department Head
Hiring Manager
Contract Administrator
Business Unit Director
Resource Manager
Chief Financial Officer
Risk Manager
Compliance Officer
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