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Independent Contractor Hold Harmless Agreement
"I need an Independent Contractor Hold Harmless Agreement for engaging a software development contractor in India who will have access to our proprietary code and customer data, with the contract starting March 1, 2025."
1. Parties: Identifies and defines the parties to the agreement - the Company/Client and the Independent Contractor
2. Background: Explains the context of the agreement and the parties' intention to enter into an independent contractor relationship
3. Definitions: Defines key terms used throughout the agreement including 'Services', 'Confidential Information', 'Indemnified Parties', etc.
4. Independent Contractor Status: Clearly establishes the nature of the relationship as independent contractor, not employment
5. Scope of Services: Describes the services to be provided by the contractor
6. Hold Harmless and Indemnification: Details the hold harmless provisions and scope of indemnification obligations
7. Representations and Warranties: States the parties' representations regarding their capacity and authority to enter into the agreement
8. Term and Termination: Specifies the duration of the agreement and conditions for termination
9. Governing Law and Jurisdiction: Specifies Indian law as governing law and designates jurisdiction for dispute resolution
10. Entire Agreement: Confirms that the agreement represents the complete understanding between the parties
11. Execution: Signature blocks and execution details
1. Insurance Requirements: Details specific insurance coverage requirements for the contractor - include when the services involve significant risks or liability exposure
2. Intellectual Property Rights: Addresses ownership and protection of IP - include when services involve creation of intellectual property
3. Confidentiality: Detailed confidentiality obligations - include when contractor will have access to sensitive information
4. Force Majeure: Provisions for unforeseen circumstances - include when services are long-term or susceptible to external disruptions
5. Dispute Resolution: Detailed arbitration or mediation procedures - include when parties want to specify alternative dispute resolution mechanisms
6. Compliance with Laws: Specific regulatory compliance requirements - include when services are in regulated industries
7. Assignment and Subcontracting: Rules regarding transfer of rights or subcontracting - include when relevant to the services
1. Schedule A - Scope of Services: Detailed description of services to be provided by the contractor
2. Schedule B - Fee Schedule: Detailed breakdown of fees, payment terms, and reimbursable expenses
3. Schedule C - Insurance Requirements: Specific insurance types and coverage amounts required
4. Appendix 1 - Service Level Requirements: Performance standards and metrics for the services
5. Appendix 2 - Compliance Checklist: List of regulatory requirements and compliance obligations
6. Appendix 3 - Contact Details: Key contact information for both parties including emergency contacts
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