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Independent Subcontractor Agreement
"I need an Independent Subcontractor Agreement for engaging a senior software developer in British Columbia who will work remotely on our AI platform development project, with specific provisions for data protection and intellectual property rights over any developed algorithms."
1. Parties: Identification of the contracting company (Principal) and the independent contractor (Subcontractor), including full legal names and addresses
2. Background: Context of the agreement, nature of Principal's business, and general purpose of engaging the Subcontractor
3. Definitions: Key terms used throughout the agreement, including Services, Deliverables, Intellectual Property, Confidential Information, etc.
4. Engagement and Services: Scope of services, confirmation of independent contractor status, and agreement to provide services
5. Term and Termination: Duration of the agreement, renewal terms, and circumstances for termination by either party
6. Compensation and Payment Terms: Fee structure, payment schedule, expenses, invoicing requirements, and payment methods
7. Independent Contractor Relationship: Clear stipulation of independence, control over work, and disclaimer of employment relationship
8. Subcontractor's Obligations: Key responsibilities, quality standards, compliance requirements, and performance expectations
9. Principal's Obligations: Responsibilities of the hiring company, including provision of necessary information and materials
10. Intellectual Property Rights: Ownership of work product, pre-existing IP, and transfer of rights
11. Confidentiality: Protection of confidential information, trade secrets, and client data
12. Representations and Warranties: Subcontractor's confirmations regarding capacity, qualifications, and right to enter agreement
13. Limitation of Liability: Caps on liability and exclusions of certain types of damages
14. Insurance: Required insurance coverage and minimum limits
15. General Provisions: Standard boilerplate clauses including notices, amendment, assignment, governing law, etc.
1. Non-Competition: Restrictions on competing activities - include when contractor will have access to sensitive competitive information
2. Non-Solicitation: Restrictions on soliciting employees/clients - include when contractor will have significant client/employee contact
3. Equipment and Resources: Provisions regarding tools and equipment - include when specific equipment requirements exist
4. Performance Metrics: Specific KPIs and performance standards - include for longer-term or complex service arrangements
5. Change Control: Process for changing scope or specifications - include for technology or complex project-based services
6. Data Protection: PIPEDA compliance obligations - include when personal data processing is involved
7. Health and Safety: Safety protocols and requirements - include for on-site or hazardous work
8. Training Requirements: Mandatory training or certifications - include for specialized services or regulated industries
9. Backup and Security: IT security requirements - include for technology services or when handling sensitive data
1. Schedule A - Services Description: Detailed scope of services, deliverables, and specifications
2. Schedule B - Fee Schedule: Detailed compensation structure, rates, and payment terms
3. Schedule C - Service Levels: Performance standards, metrics, and quality requirements
4. Schedule D - Insurance Requirements: Specific insurance types and coverage limits required
5. Schedule E - Approved Subcontractors: List of pre-approved subcontractors if applicable
6. Appendix 1 - Form of Invoice: Template for contractor invoices with required information
7. Appendix 2 - Confidentiality Agreement: Detailed confidentiality terms and requirements
8. Appendix 3 - Change Order Form: Template for documenting changes to services or terms
Authors
Technology
Construction
Professional Services
Consulting
Healthcare
Creative Industries
Manufacturing
Engineering
Education
Financial Services
Marketing and Advertising
Software Development
Research and Development
Project Management
Real Estate
Legal
Human Resources
Procurement
Operations
Finance
Project Management Office
Information Technology
Facilities Management
Research and Development
Contract Administration
Chief Executive Officer
Human Resources Director
Legal Counsel
Procurement Manager
Project Manager
Operations Director
Department Head
Finance Director
IT Manager
Construction Manager
Creative Director
Research Director
Business Unit Manager
Facilities Manager
Contract Administrator
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