The International Independent Contractor Agreement is essential for businesses engaging services from contractors based outside the UK. This document, governed by English and Welsh law, provides a comprehensive framework for managing international contractor relationships while ensuring compliance with UK regulations, including IR35 and data protection requirements. It addresses key aspects such as service scope, payment terms, intellectual property rights, confidentiality, and jurisdictional considerations, while maintaining clear distinction from employment relationships.
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1. Parties: Identifies and defines the contracting parties
2. Background: Explains context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Services: Detailed description of services to be provided
5. Payment Terms: Compensation, invoicing, and payment details including cross-border payment considerations
6. Term and Termination: Duration and conditions for ending the agreement
7. Independent Contractor Status: Explicitly defines nature of relationship and compliance with IR35
8. Intellectual Property: Ownership and rights to work product created during the engagement
9. Confidentiality: Protection of sensitive information and trade secrets
10. Governing Law: Specifies applicable law (England and Wales) and jurisdiction
1. Non-Compete: Restrictions on competition and solicitation of clients/employees
2. Insurance Requirements: Required insurance coverage and liability provisions
3. Data Protection: Specific GDPR and Data Protection Act 2018 compliance terms
4. Force Majeure: Provisions for unforeseen circumstances affecting contract performance
5. Tax Compliance: Specific provisions regarding international tax obligations and compliance
1. Schedule 1 - Services Description: Detailed scope of work, deliverables, and performance requirements
2. Schedule 2 - Rate Card: Detailed breakdown of fees, charges, and payment terms
3. Schedule 3 - Service Levels: Performance metrics, standards, and quality requirements
4. Schedule 4 - Data Processing Agreement: GDPR-compliant data processing terms and requirements
5. Schedule 5 - Required Insurances: List of required insurance policies and minimum coverage levels
Relevant legal definitions
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