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Agreement Between Contractor And Client
"I need an Agreement Between Contractor And Client under Swiss law for a software development project where our company will hire an independent contractor to develop a custom CRM system from March 2025, with specific IP protection clauses and milestone-based payments."
1. Parties: Identification and details of the contracting parties, including registration numbers and addresses
2. Background: Context of the agreement and brief description of why the parties are entering into this contract
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of the services to be provided by the contractor
5. Term and Termination: Duration of the agreement and conditions for termination
6. Fees and Payment Terms: Compensation structure, payment schedule, and invoicing requirements
7. Obligations of the Contractor: Key responsibilities and commitments of the contractor
8. Obligations of the Client: Key responsibilities and commitments of the client
9. Intellectual Property Rights: Ownership and usage rights of work products and pre-existing IP
10. Confidentiality: Protection and handling of confidential information
11. Liability and Indemnification: Extent of liability and indemnification obligations
12. Insurance: Required insurance coverage and minimum limits
13. Data Protection: Compliance with Swiss data protection laws and data handling procedures
14. Force Majeure: Provisions for unforeseen circumstances preventing performance
15. Governing Law and Jurisdiction: Specification of Swiss law as governing law and jurisdiction for disputes
16. General Provisions: Standard boilerplate clauses including severability, entire agreement, and amendments
1. Non-Competition: Restrictions on contractor's competitive activities, used when contractor has access to sensitive information or client relationships
2. Assignment and Subcontracting: Rules for transferring rights or engaging subcontractors, included when relevant to the service delivery model
3. Performance Metrics: Specific KPIs and service levels, included for projects requiring measurable performance standards
4. Equipment and Resources: Provisions regarding tools and resources provided by either party, included when physical or digital resources are significant to service delivery
5. Training and Knowledge Transfer: Requirements for training client staff or documentation, included when knowledge transfer is part of the deliverables
6. Compliance with Client Policies: Adherence to client's internal policies, included when contractor works closely with client's operations
7. Change Control: Procedures for managing changes to scope or requirements, included for complex or long-term projects
8. Exit Assistance: Provisions for transition at contract end, included for critical service relationships
1. Schedule 1 - Service Specification: Detailed technical specifications of the services to be provided
2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms
3. Schedule 3 - Service Levels: Specific performance metrics and service level requirements
4. Schedule 4 - Key Personnel: Details of key individuals involved in service delivery
5. Schedule 5 - Client Policies: Relevant client policies and procedures
6. Appendix A - Required Insurance Coverage: Specific insurance requirements and minimum coverage levels
7. Appendix B - Form of Invoice: Template for contractor invoices
8. Appendix C - Change Request Form: Standard form for requesting and documenting changes
Authors
Information Technology
Management Consulting
Professional Services
Construction
Engineering
Creative Industries
Financial Services
Healthcare
Education and Training
Manufacturing
Real Estate
Research and Development
Marketing and Advertising
Environmental Services
Business Advisory
Legal
Procurement
Human Resources
Finance
Operations
Project Management
Risk and Compliance
Commercial
Business Development
Administration
Chief Executive Officer
Legal Counsel
Procurement Manager
Project Manager
Human Resources Director
Operations Manager
Finance Director
Contract Administrator
Business Development Manager
Department Head
Independent Consultant
Freelance Professional
Commercial Director
Risk Manager
Compliance Officer
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