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Define the parties involved, the purpose of the agreement, effective date, and the collaboration objectives.
Specify that one party appoints the other (exclusive or non-exclusive) to provide certain services or deliverables.
Describe in detail the services/deliverables provided, key milestones, exclusions, and responsibilities.
Specify project phases, key milestone dates, final delivery deadline, and review schedules.
Detail specific roles and duties of both parties in project execution, approvals, communication, and resource provision.
CRITICAL: Total project fee, milestone-based payment schedule, payment method, currency, late payment penalties (e.g., 2% per month).
CRITICAL: Definition of confidential information, obligations during and after contract, exceptions (public domain, prior knowledge), breach consequences.
CRITICAL: Who owns deliverables, source code, designs; ownership transfer conditions, third-party materials, usage rights, moral rights.
CRITICAL: Specific KPIs/SLAs (e.g., 95% uptime, 48hr response), reporting frequency, measurement methods, acceptance criteria.
CRITICAL: Both parties warrant they have authority to enter contract, will comply with laws, deliverables meet specifications, no infringement.
CRITICAL: Liability caps (e.g., total fees paid), excluded damages (indirect, consequential), exceptions (willful misconduct, IP infringement).
CRITICAL: Escalation process (negotiation → mediation → arbitration/court), jurisdiction, governing law, notice requirements.
CRITICAL: Notice period (e.g., 30 days), termination for cause (breach, insolvency), termination for convenience, effects on payment and IP.
RECOMMENDED: Qualifying events (natural disasters, war, pandemic, strikes), notification requirements, suspension of obligations, termination if prolonged.
Outline training sessions (hours, format), knowledge transfer, support duration post-launch, handover deliverables (documentation, credentials, source code).
CRITICAL: All modifications must be in writing, signed by both parties, change request process, effective date of amendments.
Standard boilerplate clauses: entire agreement, severability, waiver, assignment, notices, relationship of parties (independent contractors).
Rights to use project in portfolio/marketing materials, approval requirements, attribution, confidentiality restrictions, duration of marketing rights.
Invoice submission process, payment due dates (e.g., Net 30), accepted payment methods, currency, bank details, tax responsibilities.
Process for requesting scope changes, impact assessment (timeline, cost), approval workflow, change order documentation, updated pricing.
Post-launch support duration, response times by severity (Critical: 4hrs, High: 24hrs, Medium: 48hrs), uptime guarantees, maintenance windows, escalation.