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Exclusive Independent Contractor Agreement
"I need an Exclusive Independent Contractor Agreement for a software development consultant who will work exclusively for our New Zealand tech company from March 2025, with specific provisions for code ownership and strict confidentiality requirements."
1. Parties: Identification of the contracting parties, including full legal names, addresses, and company details if applicable
2. Background: Context of the agreement, relationship between parties, and purpose of the contractor engagement
3. Definitions and Interpretation: Defined terms used throughout the agreement and rules for interpretation
4. Engagement and Scope: Terms of engagement, confirmation of contractor status, and detailed scope of services
5. Exclusivity Provisions: Terms of exclusive arrangement, territorial limits, and any exceptions to exclusivity
6. Term and Termination: Duration of agreement, renewal terms, and circumstances for termination
7. Contractor's Obligations: Key responsibilities, performance standards, and compliance requirements
8. Principal's Obligations: Company's responsibilities, including provision of necessary information and resources
9. Fees and Payment: Compensation structure, payment terms, expenses, and GST provisions
10. Independence and Status: Clear statements establishing independent contractor status and relationship boundaries
11. Intellectual Property: Ownership and rights regarding created IP, existing IP, and licenses
12. Confidentiality: Protection of confidential information and trade secrets
13. Insurance and Liability: Required insurance coverage and limitation of liability provisions
14. General Provisions: Standard clauses including notices, amendments, governing law, and dispute resolution
1. Equipment and Resources: Details of equipment provision and maintenance - include when contractor uses significant company resources
2. Performance Metrics: Specific KPIs and performance measurement criteria - include for performance-based arrangements
3. Subcontracting: Terms for engaging subcontractors - include if subcontracting might be necessary
4. Non-Solicitation: Restrictions on soliciting clients or employees - include for client-facing roles
5. Health and Safety: Detailed health and safety obligations - include for high-risk services or on-site work
6. Data Protection: Specific data handling requirements - include when dealing with sensitive data
7. Training Requirements: Mandatory training or certification requirements - include for specialized services
8. Change Control: Process for changing scope or terms - include for complex or long-term engagements
1. Schedule 1: Services Description: Detailed specification of services to be provided
2. Schedule 2: Fee Schedule: Detailed breakdown of fees, rates, and payment structures
3. Schedule 3: Performance Criteria: Specific performance standards and measurement methods
4. Schedule 4: Approved Subcontractors: List of pre-approved subcontractors if applicable
5. Schedule 5: Key Personnel: Details of key individuals involved in service delivery
6. Appendix A: Insurance Requirements: Specific insurance types and coverage levels required
7. Appendix B: Compliance Requirements: Relevant regulatory and compliance obligations
8. Appendix C: Equipment List: Detailed list of any provided equipment or resources
Authors
Business Day
Commencement Date
Confidential Information
Contract Fee
Contractor
Contractor's Representative
Deliverables
Exclusive Period
Existing Intellectual Property
Force Majeure Event
GST
Intellectual Property Rights
Key Personnel
Material Breach
New Intellectual Property
Payment Terms
Principal
Principal's Representative
Services
Service Standards
Site
Subcontractor
Term
Territory
Work Product
Working Hours
Competitive Business
Conflict of Interest
Expenses
Performance Criteria
Project
Quality Standards
Reporting Requirements
Schedule of Services
Termination Date
Transition Period
Exclusivity
Term
Services
Independence of Contractor
Contractor Obligations
Principal Obligations
Fees and Payment
Expenses
GST
Performance Standards
Reporting Requirements
Key Personnel
Resources and Equipment
Intellectual Property
Confidentiality
Privacy
Data Protection
Non-Competition
Non-Solicitation
Insurance
Liability and Indemnity
Force Majeure
Termination
Exit Obligations
Dispute Resolution
Assignment and Subcontracting
Variation
Notices
Relationship of Parties
Health and Safety
Compliance with Laws
Warranties
Conflict of Interest
Record Keeping
Audit Rights
Governing Law
Entire Agreement
Severability
Waiver
Further Assurance
Technology and Software Development
Professional Services
Construction and Engineering
Creative and Design
Management Consulting
Healthcare Services
Education and Training
Financial Services
Marketing and Communications
Research and Development
Legal
Human Resources
Procurement
Finance
Operations
Project Management Office
Information Technology
Research & Development
Professional Services
Talent Acquisition
Independent Consultant
Software Developer
Project Manager
Business Analyst
Creative Director
Marketing Specialist
Technical Architect
Management Consultant
Training Specialist
Research Consultant
Professional Services Provider
Engineering Contractor
Design Consultant
Healthcare Practitioner
Financial Advisor
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