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Independent Contractor Subcontractor Agreement
"I need an Independent Contractor Subcontractor Agreement for engaging a software development company in Malaysia to provide remote technical services, including provisions for code ownership, data protection, and confidentiality of our proprietary technology."
1. Parties: Identification of the main contractor and subcontractor, including full legal names, registration numbers, and registered addresses
2. Background: Context of the agreement, relationship between parties, and brief description of the project or services
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of services to be provided by the subcontractor
5. Term and Engagement: Duration of the agreement and conditions for engagement
6. Payment Terms: Compensation, payment schedule, invoicing requirements, and expense policies
7. Independent Contractor Status: Clear statement of independent contractor relationship and its implications
8. Obligations of the Subcontractor: Specific duties, responsibilities, and performance standards
9. Obligations of the Main Contractor: Main contractor's responsibilities and commitments
10. Intellectual Property Rights: Ownership and rights to work product, existing IP, and created materials
11. Confidentiality: Confidentiality obligations and handling of sensitive information
12. Data Protection: Compliance with PDPA 2010 and data handling requirements
13. Liability and Indemnification: Allocation of risks, liability limitations, and indemnification provisions
14. Insurance: Required insurance coverage and minimum limits
15. Termination: Grounds for termination, notice requirements, and consequences
16. Post-Termination Obligations: Obligations that survive termination of the agreement
17. Dispute Resolution: Process for resolving disputes, including jurisdiction and governing law
18. General Provisions: Standard boilerplate clauses including notices, amendments, and severability
1. Non-Competition: Restrictions on competitive activities, used when subcontractor has access to sensitive information or client relationships
2. Equipment and Materials: Provisions regarding tools and equipment, used when specific equipment is required for service delivery
3. Performance Metrics: Specific KPIs and measurement criteria, used for performance-based contracts
4. Training Requirements: Required training or certifications, used in specialized technical services
5. Security Requirements: Special security protocols or clearances, used when dealing with sensitive information or secure facilities
6. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term or high-risk contracts
7. Subcontracting: Rights and restrictions on further subcontracting, used when delegation of work might be necessary
8. Environmental Compliance: Environmental obligations, used in projects with environmental impact
9. Health and Safety: Specific health and safety requirements, used in physical or high-risk work environments
1. Schedule 1 - Scope of Services: Detailed description of services, deliverables, and technical specifications
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Performance standards, metrics, and quality requirements
4. Schedule 4 - Project Timeline: Project milestones, deadlines, and delivery schedule
5. Schedule 5 - Required Insurance: Specific insurance requirements and coverage limits
6. Schedule 6 - Approved Subcontractors: List of pre-approved subcontractors if further subcontracting is permitted
7. Appendix A - Required Forms: Standard forms for invoicing, reporting, and other administrative requirements
8. Appendix B - Compliance Requirements: Specific regulatory or industry compliance requirements
Authors
Background Check
Confidential Information
Contract Period
Deliverables
Effective Date
Fees
Force Majeure Event
Intellectual Property Rights
Main Contractor
Material Breach
Notice
Payment Terms
Performance Standards
Project
Project Schedule
Services
Site
Specifications
Subcontractor
Term
Territory
Work Product
Working Day
Recitals
Definitions
Appointment
Term
Services
Payment
Independent Contractor Status
Performance Standards
Representations and Warranties
Obligations
Intellectual Property
Confidentiality
Data Protection
Non-Competition
Non-Solicitation
Insurance
Indemnification
Limitation of Liability
Termination
Force Majeure
Assignment
Subcontracting
Notices
Dispute Resolution
Governing Law
Entire Agreement
Amendment
Severability
Waiver
Counterparts
Information Technology
Construction
Professional Services
Engineering
Healthcare
Education
Manufacturing
Telecommunications
Energy
Financial Services
Creative Industries
Consulting
Real Estate Development
Research and Development
Legal
Procurement
Human Resources
Operations
Finance
Compliance
Project Management Office
Business Development
Risk Management
Contract Administration
Project Manager
Contract Administrator
Legal Counsel
Procurement Manager
Operations Director
Human Resources Manager
Chief Operating Officer
Business Development Manager
Technical Director
Compliance Officer
Finance Manager
Program Director
Department Head
Managing Director
Chief Executive Officer
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