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1. Parties: Identification of the main contractor and subcontractor, including their legal business names, registration numbers, and addresses
2. Background: Context of the agreement, including reference to the main contract and the need for subcontracted services
3. Definitions: Key terms used throughout the agreement
4. Scope of Services: Detailed description of the professional services to be provided by the subcontractor
5. Term and Timeline: Duration of the agreement and key milestone dates
6. Payment Terms: Compensation, payment schedule, invoicing requirements, and tax considerations
7. Performance Standards: Quality standards, deliverables, and acceptance criteria
8. Obligations of the Subcontractor: Key responsibilities, professional standards, and compliance requirements
9. Obligations of the Main Contractor: Support, information, and resources to be provided by the main contractor
10. Representations and Warranties: Statements of qualification, capacity, and compliance with laws
11. Confidentiality: Protection of confidential information and trade secrets
12. Intellectual Property: Ownership and rights to work products and pre-existing IP
13. Data Protection: Compliance with Philippine Data Privacy Act and data handling requirements
14. Liability and Indemnification: Risk allocation and protection against claims
15. Insurance: Required insurance coverage and minimum limits
16. Termination: Grounds for termination, notice requirements, and consequences
17. Dispute Resolution: Process for resolving conflicts, including jurisdiction and venue
18. General Provisions: Standard legal provisions including notices, amendments, and governing law
1. Non-Compete: Restrictions on competitive activities, used when sensitive or proprietary information is involved
2. Equipment and Resources: Details of any equipment or resources provided, used when specific tools or facilities are part of the arrangement
3. Security Requirements: Specific security protocols and requirements, used for projects involving sensitive information or systems
4. Health and Safety: Safety requirements and protocols, used when services involve on-site work or physical presence
5. Training Requirements: Specific training or certification requirements, used when special qualifications are needed
6. Quality Control Procedures: Detailed quality assurance processes, used for complex technical or professional services
7. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term or high-value contracts
8. Personnel Requirements: Specific staffing requirements or qualifications, used when particular expertise is required
9. Compliance with Main Contract: Flow-down provisions from the main contract, used when alignment with primary contract is crucial
1. Schedule A - Scope of Services: Detailed description of services, deliverables, and technical requirements
2. Schedule B - Fee Schedule: Detailed breakdown of fees, rates, and payment milestones
3. Schedule C - Service Levels: Performance metrics, KPIs, and measurement criteria
4. Schedule D - Required Personnel: List of key personnel, qualifications, and roles
5. Schedule E - Timeline and Milestones: Detailed project schedule and delivery dates
6. Schedule F - Compliance Requirements: Specific regulatory or professional compliance requirements
7. Appendix 1 - Insurance Requirements: Detailed insurance coverage requirements and limits
8. Appendix 2 - Required Forms and Templates: Standard forms for reporting, invoicing, and communication
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Accounting and Financial Services
Legal Services
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Business Process Outsourcing
Construction
Education and Training
Research and Development
Environmental Services
Marketing and Advertising
Human Resources
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Procurement
Operations
Finance
Compliance
Risk Management
Project Management Office
Vendor Management
Human Resources
Professional Services
Business Development
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Procurement Manager
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Compliance Officer
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