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1. Parties: Identification of the Client and Contractor, including full legal names, addresses, and registration numbers (KvK numbers for Dutch entities)
2. Background: Context of the agreement and confirmation of contractor's independent status
3. Definitions: Key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided by the contractor
5. Term and Termination: Duration of the agreement and termination provisions
6. Fees and Payment Terms: Compensation, payment schedule, expenses, and invoicing requirements including VAT provisions
7. Independent Contractor Status: Clear stipulation of the independent nature of the relationship and absence of employment relationship
8. Contractor's Obligations: Key responsibilities, quality standards, and delivery requirements
9. Client's Obligations: Client's responsibilities including provision of information and access
10. Intellectual Property Rights: Ownership and transfer of IP created during the engagement
11. Confidentiality: Protection of confidential information and trade secrets
12. Data Protection: GDPR compliance and data processing obligations
13. Liability and Indemnification: Limitation of liability and indemnification provisions
14. Insurance: Required insurance coverage by the contractor
15. General Provisions: Standard clauses including notices, amendments, governing law, and jurisdiction
1. Non-Competition: Restrictions on working with competitors, only if relevant to the industry and compliant with Dutch competition law
2. Non-Solicitation: Restrictions on soliciting client's employees or other contractors
3. Equipment and Resources: Provisions regarding tools and resources if client provides specific equipment
4. Substitution: Right to provide substitute contractor, important for establishing genuine contractor status
5. Performance Metrics: Specific KPIs and performance standards if applicable
6. Training and Certification: Requirements for specific qualifications or ongoing training if needed
7. Security Requirements: Specific security protocols if working with sensitive information or systems
8. Exit Provisions: Detailed handover requirements for complex or long-term engagements
1. Schedule 1 - Service Description: Detailed specification of services, deliverables, and timelines
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Performance standards and quality metrics if applicable
4. Schedule 4 - Data Processing Agreement: Required under GDPR if personal data is processed
5. Appendix A - Contact Details: Key contacts and escalation procedures
6. Appendix B - Required Insurance: Specific insurance types and coverage amounts
7. Appendix C - Security Protocols: Detailed security requirements and procedures if applicable
8. Appendix D - Model VAT Invoice: Template for contractor's invoices meeting Dutch tax requirements
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