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Contractor Retainer Agreement
"I need a Contractor Retainer Agreement for a software developer who will provide 15 hours per week of development services starting March 2025, with specific provisions for intellectual property rights and source code ownership."
1. Parties: Identification and details of the contracting parties
2. Background: Context and purpose of the retainer agreement
3. Definitions: Key terms used throughout the agreement
4. Services: Detailed description of services to be provided
5. Fees and Payment: Retainer fee structure and payment terms
6. Term and Termination: Duration and termination provisions
7. Obligations of the Parties: Key responsibilities of both parties
8. Intellectual Property Rights: Ownership and usage rights of intellectual property created during the engagement
9. Confidentiality: Protection of confidential information and trade secrets
10. Limitation of Liability: Limitations on liability and indemnification provisions
11. General Provisions: Standard boilerplate clauses including governing law, notices, and entire agreement
1. Service Levels: Specific performance metrics and standards that must be maintained during service delivery
2. Change Control: Process for making changes to services or agreement terms
3. Force Majeure: Provisions for handling unforeseen circumstances and events beyond parties' control
4. Insurance: Specific insurance requirements and coverage levels
5. Data Protection: Specific provisions relating to handling of personal data under UK GDPR
6. Non-Compete and Non-Solicitation: Restrictions on competitive activities and solicitation of clients/employees
1. Schedule 1 - Services: Detailed breakdown of services to be provided under the agreement
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, payment structure, and rates
3. Schedule 3 - Service Levels: Specific performance metrics, measurements, and reporting requirements
4. Schedule 4 - Key Personnel: Details of key individuals involved in service delivery and their roles
5. Schedule 5 - Policies and Procedures: Relevant company policies and procedures that the contractor must comply with
Authors
Services
Retainer Fee
Commencement Date
Term
Client Materials
Confidential Information
Deliverables
Intellectual Property Rights
Key Personnel
Service Levels
Business Day
Force Majeure Event
Good Industry Practice
Client Group
Change Request
Fees
Payment Terms
Project
Representatives
Specification
Working Hours
VAT
Material Breach
Notice
Personal Data
Data Protection Legislation
Regulatory Requirements
Territory
Third Party Materials
Appointment
Term and Duration
Fees and Payment
Invoicing
Obligations of the Contractor
Obligations of the Client
Service Levels
Key Personnel
Intellectual Property Rights
Confidentiality
Data Protection
Non-Compete
Non-Solicitation
Insurance
Liability and Indemnity
Force Majeure
Termination
Consequences of Termination
Assignment and Subcontracting
Variation
Notices
Entire Agreement
Severability
Waiver
Third Party Rights
Dispute Resolution
Governing Law and Jurisdiction
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