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Exclusive Contractor Agreement
"I need an Exclusive Contractor Agreement under Hong Kong law for hiring a senior software developer who will work exclusively for our fintech startup for 12 months starting March 2025, with strict IP protection and confidentiality provisions."
1. Parties: Identifies and defines the contracting parties - the company and the contractor
2. Background: Sets out the context of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Scope: Establishes the contractor's appointment and defines the scope of services
5. Term and Termination: Specifies the duration of the agreement and termination provisions
6. Exclusivity: Details the exclusive nature of the relationship and any restrictions
7. Fees and Payment: Outlines compensation, payment terms, and expenses
8. Contractor's Obligations: Lists the contractor's duties, responsibilities, and performance standards
9. Company's Obligations: Specifies the company's responsibilities and commitments
10. Independent Contractor Status: Clearly establishes the independent nature of the relationship
11. Intellectual Property: Addresses ownership and rights to work product and existing IP
12. Confidentiality: Protects confidential information and trade secrets
13. Data Protection: Ensures compliance with privacy laws and data handling requirements
14. Insurance and Liability: Specifies insurance requirements and liability limitations
15. General Provisions: Contains standard boilerplate clauses including governing law, notices, and amendment procedures
1. Equipment and Resources: Include when the contractor needs specific equipment or resources to perform services
2. Subcontracting: Include if the contractor may need to subcontract any services
3. Non-Solicitation: Include to prevent the contractor from soliciting company employees or clients
4. Training and Support: Include when the company needs to provide specific training or support
5. Performance Metrics: Include when specific performance standards or KPIs need to be met
6. Compliance with Policies: Include when contractor must comply with specific company policies
7. Force Majeure: Include when needed to address unforeseen circumstances preventing performance
8. Anti-Corruption: Include for contractors dealing with government entities or in sensitive positions
1. Schedule 1 - Services Description: Detailed description of services to be provided
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, payment structure, and expenses
3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements
4. Schedule 4 - Company Policies: Relevant company policies the contractor must follow
5. Schedule 5 - Approved Subcontractors: List of pre-approved subcontractors if applicable
6. Appendix A - Required Insurance: Specific insurance requirements and coverage levels
7. Appendix B - Equipment List: List of company-provided or contractor-required equipment
8. Appendix C - Compliance Requirements: Specific regulatory or compliance requirements
Authors
Technology
Professional Services
Consulting
Financial Services
Creative Industries
Media and Entertainment
Healthcare
Education
Real Estate
Engineering
Construction
Manufacturing
Research and Development
Legal
Human Resources
Procurement
Operations
Finance
Compliance
Administration
Project Management Office
Business Development
Risk Management
Chief Executive Officer
Chief Legal Officer
Head of Human Resources
Procurement Manager
Project Manager
Legal Counsel
HR Manager
Operations Director
Department Head
Hiring Manager
Contract Administrator
Business Unit Director
Consultant
Independent Professional
Freelance Specialist
Contract Manager
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