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Exclusive Independent Contractor Agreement for Singapore

Exclusive Independent Contractor Agreement Template for Singapore

This Exclusive Independent Contractor Agreement is a legally binding document governed by Singapore law that establishes an exclusive working relationship between a contractor and a company. It defines the terms of exclusive service provision, ensuring the contractor works solely for the engaging company while maintaining independent contractor status. The agreement incorporates Singapore-specific legal requirements, including clear distinctions from employment relationships, data protection compliance, and relevant tax considerations.

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What is a Exclusive Independent Contractor Agreement?

The Exclusive Independent Contractor Agreement is used when a company wishes to secure dedicated services from an independent contractor while maintaining the contractor's non-employee status under Singapore law. This document is particularly relevant in situations requiring ongoing, exclusive professional services while avoiding the creation of an employer-employee relationship. It addresses key aspects such as service scope, exclusivity terms, compensation, intellectual property rights, and confidentiality obligations, while ensuring compliance with Singapore's legal framework regarding independent contractors.

What sections should be included in a Exclusive Independent Contractor Agreement?

1. Parties: Identification and details of the contracting parties

2. Background: Context and purpose of the agreement

3. Definitions: Key terms used throughout the agreement

4. Scope of Services: Detailed description of services to be provided

5. Term and Termination: Duration of agreement and termination provisions

6. Compensation: Payment terms, rates, and invoicing procedures

7. Independent Contractor Status: Clear statement of relationship and distinction from employment

8. Exclusivity: Terms of exclusive arrangement

9. Confidentiality: Protection of confidential information

10. Governing Law: Specification of Singapore law as governing law

What sections are optional to include in a Exclusive Independent Contractor Agreement?

1. Insurance: Insurance requirements for services involving significant risks or liability

2. Equipment and Resources: Provisions regarding tools and resources required for service delivery

3. Training: Training requirements and procedures when specific training is needed

4. Data Protection: PDPA compliance provisions for handling personal data

5. Force Majeure: Provisions for unforeseen circumstances in long-term or critical services

What schedules should be included in a Exclusive Independent Contractor Agreement?

1. Schedule 1 - Scope of Services: Detailed description of services, deliverables, and timelines

2. Schedule 2 - Fee Schedule: Detailed breakdown of fees, rates, and payment terms

3. Schedule 3 - Service Levels: Performance metrics and standards

4. Appendix A - Insurance Requirements: Specific insurance coverage requirements

5. Appendix B - Compliance Requirements: Specific regulatory or industry compliance requirements

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Singapore

Publisher

Ƶ

Cost

Free to use
Relevant legal definitions





















Clauses






























Industries

Employment Act (Cap. 91): Key legislation to reference for clear differentiation between employment and independent contractor status. While it doesn't directly govern independent contractors, it's crucial for establishing clear boundaries and distinctions from employment relationships.

Civil Law Act (Cap. 43): Primary legislation governing contract formation, validity, and enforcement in Singapore. Essential for ensuring the contract meets basic legal requirements and enforceability standards.

Personal Data Protection Act 2012 (PDPA): Regulates the collection, use, disclosure, and care of personal data. Must be considered when drafting provisions related to data handling and privacy.

Competition Act (Cap. 50B): Relevant for drafting exclusivity clauses to ensure they don't violate competition laws or create unreasonable restraints on trade.

Income Tax Act: Important for clarifying tax obligations and responsibilities of the independent contractor, including GST registration requirements if applicable.

Central Provident Fund Act: Referenced to explicitly state non-applicability to independent contractors and distinguish from employment relationships.

Contract Law Principles: Common law principles governing contract formation, including offer, acceptance, consideration, and intention to create legal relations.

Independent Contractor Tests: Legal tests and criteria established by Singapore courts to determine genuine independent contractor status versus employment relationships.

Intellectual Property Rights: Considerations for ownership and transfer of IP created during the contract period, including references to the Copyright Act and other relevant IP legislation.

Confidentiality Obligations: Legal framework for protecting confidential information and trade secrets, including post-contract obligations.

Non-Compete Provisions: Legal requirements for enforceable non-compete clauses in Singapore, including reasonable scope, duration, and geographical limitations.

Dispute Resolution: Singapore's legal framework for dispute resolution, including options for litigation, arbitration, and mediation under local laws.

Insurance and Liability: Legal requirements regarding insurance coverage and liability allocation between parties in independent contractor relationships.

Payment Terms: Legal considerations for payment structures, including GST implications and invoicing requirements under Singapore law.

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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