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1. Parties: Identifies the contracting parties - the company/client and the independent contractor, including complete legal names and addresses
2. Background: Establishes the context of the agreement and the parties' intention to enter into a retainer arrangement
3. Definitions: Defines key terms used throughout the agreement for clarity and legal certainty
4. Scope of Services: Detailed description of the services to be provided by the contractor under the retainer arrangement
5. Term and Renewal: Specifies the duration of the agreement and any renewal provisions
6. Compensation and Payment Terms: Details the retainer fee, payment schedule, expenses, and invoicing procedures
7. Independent Contractor Status: Clearly establishes the independent nature of the relationship and disclaims any employer-employee relationship
8. Contractor's Obligations: Lists the contractor's key responsibilities, including quality standards and delivery requirements
9. Client's Obligations: Outlines the client's responsibilities to enable the contractor to perform the services
10. Intellectual Property Rights: Addresses ownership and rights to work products created during the engagement
11. Confidentiality: Protects confidential information shared during the course of the engagement
12. Data Privacy and Protection: Ensures compliance with Philippine Data Privacy Act requirements
13. Termination: Specifies grounds and procedures for ending the agreement
14. Limitation of Liability: Sets boundaries on the contractor's liability for damages
15. Governing Law and Dispute Resolution: Specifies Philippine law as governing law and outlines dispute resolution procedures
16. General Provisions: Includes standard clauses like notices, amendments, and severability
1. Non-Compete: Restricts the contractor from competing with the client; include when contractor will have access to sensitive competitive information
2. Non-Solicitation: Prevents contractor from soliciting client's employees or customers; use when contractor will have significant contact with these parties
3. Insurance Requirements: Specifies required insurance coverage; include for high-risk services or when contractor works on-site
4. Performance Metrics: Establishes KPIs and performance standards; use when service quality needs specific measurement
5. Equipment and Resources: Details any equipment or resources provided by either party; include when specific tools or facilities are required
6. Training and Orientation: Outlines any required training; include when contractor needs specific organizational knowledge
7. Compliance with Client Policies: Requires adherence to client's internal policies; use when contractor works closely with client's operations
8. Force Majeure: Addresses unforeseeable circumstances; particularly relevant in long-term retainer arrangements
1. Schedule A - Scope of Services: Detailed breakdown of services, deliverables, and performance standards
2. Schedule B - Fee Schedule: Comprehensive listing of fees, payment terms, and expense policies
3. Schedule C - Service Levels: Specific performance metrics, response times, and quality standards
4. Schedule D - Approved Subcontractors: List of pre-approved subcontractors if applicable
5. Appendix 1 - Required Qualifications: Details of required certifications, licenses, or qualifications
6. Appendix 2 - Client Policies: Relevant client policies that contractor must comply with
7. Appendix 3 - Reporting Templates: Standard forms for progress reports and invoicing
8. Appendix 4 - Contact Details: Key contact persons and escalation procedures
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