Exclusive Independent Contractor Agreement Template for Malaysia

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Key Requirements PROMPT example:

Exclusive Independent Contractor Agreement

"I need an Exclusive Independent Contractor Agreement for engaging a senior software developer who will work exclusively on our AI project from March 2025, with strong IP protection clauses and access to our proprietary technology."

Document background
The Exclusive Independent Contractor Agreement is designed for situations where companies in Malaysia require dedicated, exclusive services from independent contractors while maintaining a clear distinction from employment relationships. This document is essential when engaging contractors who will work exclusively for one company but need to maintain their independent status. The agreement comprehensively addresses key aspects required under Malaysian law, including service scope, exclusivity terms, compensation, intellectual property rights, and confidentiality obligations. It ensures compliance with relevant Malaysian legislation, including the Contracts Act 1950, Employment Act 1955, and Competition Act 2010, while providing necessary protections for both parties. The document is particularly valuable for long-term contractor relationships where exclusivity is crucial for business operations.
Suggested Sections

1. Parties: Identification of the contracting parties - the company and the independent contractor

2. Background: Context of the agreement and brief description of the business relationship

3. Definitions: Key terms used throughout the agreement

4. Appointment and Scope of Services: Details of the contractor's appointment and comprehensive description of services to be provided

5. Term and Exclusivity: Duration of the agreement and exclusivity obligations of the contractor

6. Compensation and Payment Terms: Fee structure, payment schedule, and expense policies

7. Independent Contractor Status: Clear establishment of independent contractor relationship and disclaimer of employment relationship

8. Contractor's Obligations: Specific duties, quality standards, and performance requirements

9. Company's Obligations: Company's responsibilities and support to be provided

10. Intellectual Property Rights: Ownership and assignment of IP created during the engagement

11. Confidentiality: Protection of confidential information and trade secrets

12. Non-Competition: Restrictions on competing activities during and after the agreement

13. Termination: Grounds for termination and termination procedures

14. Post-Termination Obligations: Obligations surviving the termination of the agreement

15. General Provisions: Standard clauses including notices, amendments, governing law, etc.

Optional Sections

1. Insurance: Requirements for professional indemnity and other insurance coverage - include when contractor provides high-risk services

2. Equipment and Resources: Provisions regarding tools and resources - include when specific equipment or facilities are required

3. Performance Metrics: Specific KPIs and performance measurement criteria - include for performance-based contracts

4. Training Requirements: Mandatory training or certification requirements - include when specific qualifications are needed

5. Compliance with Policies: Adherence to company policies - include when contractor needs access to company premises or systems

6. Force Majeure: Provisions for unforeseen circumstances - include for long-term or critical service contracts

7. Data Protection: PDPA compliance obligations - include when personal data processing is involved

8. Dispute Resolution: Specific dispute resolution procedures - include for high-value or complex services

Suggested Schedules

1. Schedule 1 - Scope of Services: Detailed description of services and deliverables

2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms

3. Schedule 3 - Performance Standards: Specific quality standards and performance metrics

4. Schedule 4 - Company Policies: Relevant company policies applicable to the contractor

5. Appendix A - Required Equipment: List of equipment/resources to be provided by either party

6. Appendix B - Approved Subcontractors: List of pre-approved subcontractors if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant Industries

Technology

Professional Services

Consulting

Creative Industries

Engineering

Healthcare

Education

Construction

Manufacturing

Digital Media

Financial Services

Marketing and Advertising

Relevant Teams

Legal

Human Resources

Procurement

Operations

Project Management Office

Finance

Compliance

Risk Management

Relevant Roles

Freelance Consultant

Independent Software Developer

Contract Project Manager

External Specialist

Independent Creative Director

Contract Research Analyst

Freelance Designer

Independent Business Advisor

Contract Engineer

Independent Marketing Consultant

External Technical Specialist

Independent Content Creator

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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