Independent Contractor Agreement Template for IT Services

"Affiliate" means, with respect to the Company, any entity that directly or indirectly controls, is controlled by, or is under common control with the Company, where "control" means the ownership of more than 50 percent of the voting interests of an entity or the power to direct its management and policies.

"Applicable Law" means all laws, regulations, rules, orders, and binding requirements of any governmental or regulatory authority that apply to a Party, the Services, or the Processing of Personal Data under this Agreement, including data protection, tax, employment, export control, and anti-corruption requirements.

"Confidential Information" means all non-public information, in any form or medium, disclosed or made available by or on behalf of the Company to the Contractor, or otherwise obtained by the Contractor in connection with this Agreement, including source code, object code, algorithms, architectures, credentials, business plans, customer and supplier information, financial data, Personal Data, the Work Product, and the terms of this Agreement, whether or not marked as confidential.

"Company Systems" means all computer systems, networks, servers, cloud environments, repositories, applications, databases, devices, accounts, and other information technology resources owned, leased, licensed, or controlled by the Company or its Affiliates, to which the Contractor is granted access under this Agreement.

"Deliverables" means all software, code, scripts, configurations, designs, documentation, reports, and other items that the Contractor is required to deliver to the Company as part of the Services, as identified in the relevant Milestone.

"Intellectual Property Rights" means all patents, copyrights, moral rights to the extent assignable, database rights, trade secrets, rights in source code and object code, trademarks, design rights, know-how, and all other intellectual or industrial property rights, whether registered or unregistered, anywhere in the world, including all applications, renewals, and extensions thereof.

"Milestone" means a defined stage, task, or Deliverable of the Services, together with its acceptance criteria, delivery date, and associated fee, as specified by the Company in a written work order issued under Section 2 and accepted by the Contractor.

"Milestone Fee" means the fee payable for the completion and acceptance of a Milestone, in the amount specified for that Milestone.

"Personal Data" means any information relating to an identified or identifiable natural person that is Processed by the Contractor in connection with this Agreement.

"Process" and "Processing" mean any operation performed on data, whether or not by automated means, including collection, recording, storage, adaptation, retrieval, use, disclosure, transfer, restriction, erasure, or destruction.

"Services" means the information technology services described in Section 2 and in any Work Order, together with all incidental and ancillary tasks reasonably necessary for their performance.

"Work Order" means a written document issued by the Company and accepted by the Contractor that describes particular Services, Milestones, Deliverables, timelines, acceptance criteria, and Milestone Fees.

"Work Product" means all Deliverables and all other works, inventions, code, materials, modifications, improvements, and results, in any form, conceived, created, developed, or reduced to practice by the Contractor, alone or with others, in the course of or as a result of performing the Services, including all Intellectual Property Rights therein.

Headings are for convenience only and do not affect interpretation. The words "including" and "includes" mean "including without limitation". References to Sections are to sections of this Agreement, and references to writing include email. The singular includes the plural and vice versa. No provision shall be construed against a Party by reason of that Party having drafted it.

The Company hereby engages the Contractor, and the Contractor hereby accepts such engagement, to perform the Services as an independent contractor in accordance with this Agreement. The general scope of the Services is as follows: [description of IT services, e.g., software development, systems administration, technical consulting].

The specific Services, Milestones, Deliverables, delivery dates, acceptance criteria, and Milestone Fees shall be set out in one or more Work Orders issued by the Company from time to time. A Work Order shall become binding upon the Contractor's written acceptance, which the Contractor shall provide within [number] business days of receipt, failing which the Company may withdraw the Work Order. In the event of conflict between this Agreement and a Work Order, this Agreement shall prevail unless the Work Order expressly states otherwise and is signed by an authorized representative of the Company.

The Company is under no obligation to issue any minimum number of Work Orders or to engage the Contractor on an exclusive or minimum-volume basis. The Company may, by written notice, reasonably modify, suspend, or reduce the scope of any Work Order, and the Parties shall agree in good faith any equitable adjustment to the affected Milestone Fees and dates, provided that the Company shall owe no payment for work not performed.

The Contractor shall perform the Services with the degree of skill, care, diligence, and professionalism expected of a leading provider of comparable services, in a timely manner, in accordance with the specifications in the relevant Work Order, the Company's reasonable written policies and standards communicated to the Contractor, and Applicable Law.

The Contractor shall promptly notify the Company in writing of any circumstance that may delay or impair the performance of the Services or the achievement of any Milestone, and shall propose reasonable remedial measures.

Each Deliverable shall be subject to acceptance by the Company in accordance with the acceptance criteria in the relevant Work Order. The Company shall have [number] business days following delivery to test and either accept the Deliverable or notify the Contractor of non-conformities. The Contractor shall correct any non-conformity at its own cost within [number] business days and resubmit the Deliverable. If the Deliverable still fails to conform after [number] resubmissions, the Company may terminate the affected Work Order and receive a refund of any amounts paid in respect of the non-conforming Deliverable.

The Contractor shall not subcontract or delegate any part of the Services, or engage any personnel or third party to perform them, without the Company's prior written consent. The Contractor shall remain fully liable for the acts and omissions of any approved subcontractor as if they were its own, and shall ensure that each such subcontractor is bound by written obligations no less protective of the Company than those set out in this Agreement.

The Contractor shall perform the Services remotely or on-site at such locations as the Company may direct from time to time by written notice, including at the Company's premises, the premises of the Company's Affiliates or customers, or at [location placeholder]. The Company may change the place of performance on [number] days' notice, or shorter notice where reasonably required by operational needs.

Where the Services are performed remotely, the Contractor shall use a secure, private, and reliable working environment and internet connection that meets the standards reasonably specified by the Company, and shall not perform the Services from any public or shared location, or from outside [permitted territory placeholder], without the Company's prior written consent.

Where the Services are performed at the premises of the Company or its Affiliates or customers, the Contractor shall comply with all applicable site rules, health and safety requirements, security procedures, and access restrictions notified to it, and shall bear its own travel costs to and from such premises except as agreed under Section 6.

Subject to the requirements of the Work Order, the Contractor shall determine the method, means, and schedule by which the Services are performed, provided that the Contractor shall be reasonably available during [core collaboration hours / time zone placeholder] to attend meetings, respond to communications, and coordinate with the Company's personnel, and shall meet all Milestone dates.

Unless otherwise agreed in writing, the Contractor shall provide, at its own cost, all equipment, software, tools, and facilities necessary to perform the Services, which shall meet the Company's minimum security and compatibility requirements. The Company may, at its sole discretion, provide specific equipment or licenses, which shall remain the Company's property and be used solely for the Services.

The Contractor shall comply with all Applicable Law relating to the place in which the Services are performed, including any requirements relating to work authorization, permits, and licenses, and shall be solely responsible for obtaining and maintaining the same.

The Contractor is an independent contractor, and nothing in this Agreement shall be construed to create an employment, partnership, joint venture, agency, franchise, or fiduciary relationship between the Parties or between the Company and any personnel of the Contractor. The Contractor has no authority to bind the Company or to incur any obligation on its behalf.

The Contractor is not entitled to, and expressly waives any claim to, any employee benefits from the Company, including salary, bonuses, paid leave, pension or retirement contributions, health or insurance coverage, severance, equity participation, or any other benefit afforded to employees of the Company or its Affiliates.

The Contractor shall be solely responsible for all taxes, social security contributions, levies, and charges arising from the compensation paid under this Agreement, and for all insurance, licenses, registrations, and permits required for its business. The Company shall not withhold any amount for such purposes except where required by Applicable Law.

The Contractor shall be solely responsible for the compensation, benefits, taxes, and other obligations owed to its own personnel and approved subcontractors, and shall indemnify the Company in accordance with Section 13 against any claim by such persons or any authority that the Company is their employer or joint employer.

The Contractor retains the right to provide services to other customers, subject to the restrictions on conflicts of interest and confidentiality in this Agreement. The Contractor shall not hold itself out as an employee or officer of the Company.

If any authority or court determines that the Contractor or any of its personnel is an employee of the Company, the Contractor shall, to the maximum extent permitted by Applicable Law, repay or credit the Company for any amounts the Company is required to pay as a result, including contributions, taxes, penalties, and benefits, and any amounts paid under this Agreement shall be deemed inclusive of any statutory entitlements.

In consideration of the Services properly performed, the Company shall pay the Contractor the Milestone Fee specified in the relevant Work Order for each Milestone that has been completed and accepted by the Company in accordance with Section 2. The currency of payment shall be [currency].

Payment shall be milestone-based only. No fee, hourly rate, retainer, or other remuneration shall be payable for time spent, or for any Milestone that has not been completed and accepted, unless the Work Order expressly provides for a partial or advance payment, in which case the amount and conditions shall be as set out there. The Milestone Fees are fixed and shall not be increased without a written amendment signed by the Company.

Where a Work Order provides for staged payment of a Milestone, the Company may withhold the final [percentage] percent of the Milestone Fee until [number] days after acceptance of the Deliverable, as security for the correction of defects discovered during that period.

The Milestone Fees constitute the entire compensation for the Services, the Work Product, and the rights granted under this Agreement, and are inclusive of all costs, overheads, tools, personnel, and subcontractor charges, except for expenses expressly approved under Section 6.

The Company may set off against any amount payable to the Contractor any amount owed by the Contractor to the Company under this Agreement or otherwise. The Company may withhold payment of any amount disputed in good faith, provided it notifies the Contractor of the basis of the dispute, and the Parties shall seek to resolve it promptly.

If the Contractor fails to meet a Milestone date for reasons not attributable to the Company, the Company may reduce the relevant Milestone Fee by [percentage] percent for each [period] of delay, up to a maximum of [percentage] percent, without prejudice to its other rights and remedies. The Parties agree that such reduction represents a reasonable adjustment reflecting the reduced value of the delayed delivery and is not a penalty.

The Contractor shall submit an invoice to the Company following acceptance of each Milestone, referencing the Work Order, the Milestone, and the Company's purchase order number if any, and containing all information required by Applicable Law and reasonably requested by the Company. The Company shall have no obligation to pay invoices that are incomplete or inaccurate until corrected.

The Company shall pay each properly submitted and undisputed invoice within [number] days of receipt, by bank transfer to the account designated in writing by the Contractor. The Company shall not be liable for interest or charges on amounts withheld in accordance with this Agreement. Invoices submitted more than [number] days after acceptance of the Milestone may be rejected by the Company.

The Contractor shall bear its own costs and expenses incurred in performing the Services. The Company shall reimburse only those reasonable, documented out-of-pocket expenses that the Company approved in writing in advance, upon presentation of receipts, in accordance with the Company's expense policy as notified to the Contractor.

All amounts stated in this Agreement or any Work Order are exclusive of value added, sales, goods and services, or similar transaction taxes, which, if applicable, shall be shown separately on the invoice and paid by the Company against a valid tax invoice.

The Contractor shall be solely liable for all income, corporate, social security, and other taxes and contributions imposed on it in relation to amounts received under this Agreement. If the Company is required by Applicable Law to deduct or withhold any tax from a payment, it may do so and shall remit it to the competent authority, and such payment shall discharge the Company's obligation to the extent of the amount withheld.

The Contractor shall provide, upon request and before the first payment, all tax residency certificates, registration numbers, and forms reasonably required by the Company, and shall promptly notify the Company of any change in such information. The Company may suspend payment until such documents are provided.

This Agreement shall commence on the Effective Date and shall continue in force until terminated by either Party in accordance with this Section (the "Term"). Each Work Order shall remain in effect until the completion and acceptance of the relevant Milestones, unless terminated earlier in accordance with this Agreement.

The Company may terminate this Agreement or any Work Order at any time, for any reason or no reason, by giving the Contractor not less than [number] days' prior written notice. The Contractor may terminate this Agreement by giving the Company not less than [longer number] days' prior written notice, provided that the Contractor shall not terminate in a manner that leaves any Milestone in progress incomplete without first completing a reasonable handover as required by the Company.

The Company may terminate this Agreement or any Work Order with immediate effect by written notice if the Contractor: commits a material breach that is incapable of remedy or is not remedied within [number] days of notice; breaches Section 8, 9, 10, or 11; engages in fraud, dishonesty, or willful misconduct; becomes insolvent or subject to bankruptcy or similar proceedings; loses any license or authorization required for the Services; or engages in conduct that, in the Company's reasonable opinion, may damage its reputation.

The Company may suspend the Contractor's performance, and access to Company Systems, at any time and with immediate effect where it reasonably suspects a security incident, breach, or non-compliance, without liability to the Contractor and without payment for the period of suspension.

Upon expiry or termination for any reason, the Contractor shall immediately cease the Services unless otherwise instructed, deliver all completed and in-progress Work Product in its then-current state, comply with Section 16, and provide reasonable transition assistance for up to [number] days as requested by the Company, which shall be compensated only if agreed in a Work Order.

Upon termination, the Company shall pay the Milestone Fees for Milestones accepted before the effective date of termination and, where termination is not for the Contractor's breach, a fair and proportionate amount, as determined by the Company acting reasonably, for work in progress on the incomplete Milestones that is delivered to and usable by the Company. Such payment shall be the Contractor's sole remedy in respect of termination, and no compensation shall be payable for loss of anticipated work or profit.

The provisions of this Agreement that by their nature are intended to survive expiry or termination, including Sections 5 through 6 as to accrued amounts, and Sections 9, 10, 11, 12, 13, 15, 16, 17, and 18, shall so survive.

The Company may, in its discretion, grant the Contractor limited, revocable, non-exclusive, and non-transferable access to Company Systems solely to the extent necessary to perform the Services. All credentials, tokens, keys, and access rights shall remain the property of the Company and may be modified, restricted, or revoked at any time without notice or liability.

The Contractor shall use Company Systems only for the purposes of the Services and in accordance with the Company's information security policies, acceptable use rules, and reasonable instructions as notified from time to time. The Contractor shall not attempt to access any system, data, or area beyond its authorization, circumvent any security control, or install unauthorized software or devices.

The Contractor shall maintain appropriate technical and organizational security measures on all equipment and networks used for the Services, including up-to-date operating systems and anti-malware protection, full-disk encryption, multi-factor authentication, secure password management, network protection, and segregation of Company data from other data. The Contractor shall not share credentials or permit any other person to use them.

The Contractor shall not introduce into Company Systems or Deliverables any virus, malware, backdoor, time bomb, or other harmful or disabling code, nor any software, including open-source software, that is subject to licensing terms that could require disclosure, licensing, or distribution of the Company's code or proprietary materials, without the Company's prior written approval.

The Contractor shall notify the Company without undue delay, and in any event within [number] hours, upon becoming aware of any actual or suspected security incident, loss or theft of devices or credentials, unauthorized access, or vulnerability affecting Company Systems, Work Product, or Confidential Information. The Contractor shall cooperate fully in the investigation and remediation of such incident, at its own cost to the extent the incident arises from its acts or omissions.

The Company and its designees may monitor, log, and audit the Contractor's use of Company Systems, and, upon reasonable notice, may audit the Contractor's compliance with this Section. The Contractor consents to such monitoring to the extent permitted by Applicable Law.

Upon the Company's request, the Contractor shall submit to reasonable background screening where permitted by Applicable Law, and shall complete any security training required by the Company.

The Parties acknowledge that, in performing the Services, the Contractor may have access to and Process Personal Data for which the Company or its Affiliates act as controller, or otherwise determine the purposes of Processing. In relation to such Personal Data, the Contractor shall act solely as a processor or service provider on behalf of the Company.

The Contractor shall Process Personal Data only on the Company's documented instructions and only to the extent necessary to perform the Services, and shall not Process, sell, share, or use Personal Data for any other purpose, including its own purposes. The Categories of data subjects, types of Personal Data, nature and purpose of Processing, and duration shall be as described in the relevant Work Order or, if not described, as reasonably necessary for the Services: [description of data categories and purposes].

The Contractor shall ensure that all persons authorized to Process Personal Data are bound by written confidentiality obligations, and shall implement appropriate technical and organizational measures to protect Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access, consistent with Section 8 and no less than the standard required by Applicable Law.

The Contractor shall not transfer Personal Data across national borders or engage any sub-processor without the Company's prior written consent, and shall ensure that any such transfer or engagement complies with Applicable Law and is subject to written terms no less protective than those in this Section.

The Contractor shall notify the Company without undue delay, and in any event within [number] hours, upon becoming aware of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Personal Data. The Contractor shall provide all information and assistance necessary for the Company to meet its notification obligations, and shall not notify any authority or individual without the Company's prior written approval unless required by Applicable Law.

The Contractor shall promptly, and within [number] days, assist the Company in responding to requests from data subjects and regulators, conducting data protection impact assessments, and demonstrating compliance, and shall forward to the Company without delay any request or complaint it receives relating to Personal Data.

Upon termination or at the Company's request, the Contractor shall, at the Company's option, return or securely delete all Personal Data and certify such deletion in writing, save to the extent retention is required by Applicable Law. The Contractor shall make available all information necessary to demonstrate compliance with this Section and permit audits by the Company or its designee.

If required by Applicable Law or requested by the Company, the Parties shall execute such additional data processing terms or transfer mechanisms as are necessary, and in the event of conflict, such terms shall prevail as to Personal Data.

The Contractor shall hold all Confidential Information in strict confidence, shall use it solely for the purpose of performing the Services, and shall not disclose it to any third party without the Company's prior written consent. The Contractor shall protect Confidential Information with at least the same degree of care it uses for its own most sensitive information, and in no event less than reasonable care.

The Contractor may disclose Confidential Information only to those of its approved personnel and subcontractors who need to know it for the Services and who are bound by written confidentiality obligations no less restrictive than this Section. The Contractor shall be liable for any breach by such persons.

The obligations in this Section shall not apply to information that the Contractor can demonstrate by written evidence: is or becomes publicly available through no fault of the Contractor; was lawfully known to the Contractor without restriction before disclosure by the Company; or was independently developed by the Contractor without use of or reference to Confidential Information. Personal Data and source code shall in all cases be deemed Confidential Information.

If the Contractor is required by Applicable Law or order of a competent authority to disclose Confidential Information, it shall, to the extent lawful, give the Company prompt prior written notice, cooperate with the Company's efforts to seek protective measures, and disclose only the minimum portion legally required.

The Contractor acknowledges that any breach of this Section may cause the Company irreparable harm for which damages alone would be an inadequate remedy, and that the Company shall be entitled to seek injunctive or other equitable relief without the need to post a bond or prove actual damages, in addition to any other remedies.

The Contractor's obligations under this Section shall continue during the Term and for [number] years thereafter, and in respect of trade secrets and Personal Data, for as long as such information remains a trade secret or Personal Data under Applicable Law.

The Contractor shall not disclose to the Company, or use in the performance of the Services, any confidential information or trade secrets belonging to any third party, including any former or current client or employer of the Contractor, without that party's authorization.

All Work Product shall be owned exclusively by the Company from the moment of its creation, and the Contractor hereby irrevocably assigns, and shall cause its personnel and subcontractors to assign, to the Company, with full title guarantee and effective automatically upon creation, all right, title, and interest worldwide in and to the Work Product, including all Intellectual Property Rights therein, free of any encumbrance, and including the right to sue for past, present, and future infringement.

To the extent that any Work Product is not capable of being assigned under Applicable Law, or any rights, including moral rights, cannot be assigned, the Contractor hereby grants the Company an exclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free, sublicensable, and transferable license to use, reproduce, modify, adapt, distribute, display, and otherwise exploit such Work Product in any manner and for any purpose, and irrevocably waives, and agrees not to assert, any such rights that cannot be assigned or licensed, to the fullest extent permitted by Applicable Law.

The Contractor shall promptly and fully disclose all Work Product to the Company, deliver all source code, build scripts, documentation, and related materials in a form that is complete, current, and readily usable, and, at the Company's request and expense of preparing documents only, execute all documents and perform all acts necessary to perfect, register, record, or enforce the Company's rights. The Contractor hereby irrevocably appoints the Company as its attorney-in-fact for such purpose should the Contractor fail to do so within [number] days of request.

The Contractor retains ownership of any pre-existing materials, tools, libraries, and know-how that were developed independently of this Agreement and without use of Confidential Information ("Contractor Background IP"), which are identified in writing to the Company prior to their use. To the extent any Contractor Background IP is incorporated into or necessary for the use of any Work Product, the Contractor grants the Company a non-exclusive, perpetual, irrevocable, worldwide, fully paid-up, royalty-free, sublicensable, and transferable license to use, reproduce, modify, and exploit such Contractor Background IP as part of or in connection with the Work Product.

The Contractor shall not incorporate any third-party materials or open-source software into the Work Product without the Company's prior written approval, and shall provide a complete list of such materials, with applicable license terms, upon delivery. The Contractor shall ensure that all third-party materials are properly licensed on terms permitting the Company's intended use.

The Contractor shall not use, license, publish, or otherwise exploit any Work Product for itself or for any third party, nor retain copies after termination, except as expressly authorized in writing by the Company. The Company shall be free to use the Work Product without attribution and without any further payment, the Milestone Fees being full consideration for all rights granted.

The Contractor shall ensure that all of its personnel and subcontractors who contribute to the Work Product are bound by written agreements sufficient to give effect to this Section, and shall provide evidence of such agreements to the Company upon request.

The Contractor represents, warrants, and undertakes to the Company, as of the Effective Date and throughout the Term, that: it has full power, authority, and legal capacity to enter into and perform this Agreement; doing so does not breach any agreement or obligation by which it is bound; and it holds, and shall maintain, all licenses, permits, registrations, and authorizations required to perform the Services.

The Contractor represents, warrants, and undertakes that the Services shall be performed in a professional and workmanlike manner by suitably qualified and experienced personnel, and that the Deliverables shall conform to the specifications and acceptance criteria in the relevant Work Order and shall be free from material defects, for a period of [number] months following acceptance.

The Contractor represents and warrants that the Work Product, and the Company's use thereof as contemplated by this Agreement, shall be original to the Contractor, or properly licensed, and shall not infringe, misappropriate, or violate any Intellectual Property Rights, privacy rights, or other rights of any third party.

The Contractor represents and warrants that the Work Product shall not contain any malicious code, undisclosed backdoors, or any code that may disable, damage, or impair any system, and shall comply with the requirements of Section 8 regarding open-source and third-party software.

The Contractor represents and warrants that it shall comply with Applicable Law, including laws concerning anti-bribery and corruption, sanctions, export controls, and data protection, and that neither it nor any of its personnel is subject to any sanctions or restrictions that would prevent performance.

The Contractor represents and warrants that all information provided to the Company regarding its qualifications, experience, and status is accurate and complete, and that it shall promptly notify the Company of any change.

If any Deliverable breaches these warranties, the Contractor shall, at its own cost and at the Company's election, promptly correct, re-perform, or replace it, or refund the corresponding fees, without prejudice to the Company's other rights and remedies. All warranties are in addition to, and not in substitution for, any other rights or remedies of the Company.

The Company represents that it has the authority to enter into this Agreement. Except as expressly set out in this Agreement, the Company makes no warranties, express or implied, to the Contractor.

The Contractor shall indemnify, defend, and hold harmless the Company, its Affiliates, and their respective officers, directors, employees, agents, and successors from and against any and all losses, liabilities, damages, claims, fines, penalties, costs, and expenses, including reasonable legal fees, arising out of or in connection with: any breach of this Agreement by the Contractor or its personnel; any negligence, fraud, or willful misconduct of the Contractor or its personnel; any claim that the Work Product or the Services infringe or misappropriate third-party rights; any breach of Sections 8, 9, or 10, including any security incident or Personal Data breach caused by the Contractor; or any claim relating to taxes, benefits, or employment status as described in Section 4.

The Company shall give the Contractor prompt notice of any third-party claim for which indemnification is sought, provided that delay shall relieve the Contractor of its obligations only to the extent it is materially prejudiced. The Company may, at its option, assume control of the defense and settlement of any claim, at the Contractor's expense, and the Contractor shall cooperate fully. The Contractor shall not settle any claim in a manner that imposes any obligation or admission on the Company without the Company's prior written consent.

The Contractor's liability under this Agreement shall not be limited in respect of: breach of Sections 9, 10, or 11; its indemnification obligations; fraud, gross negligence, or willful misconduct; death or personal injury; or any liability that cannot be limited under Applicable Law.

Subject to the foregoing, the Company's total aggregate liability arising out of or in connection with this Agreement, whether in contract, tort, or otherwise, shall not exceed the total Milestone Fees actually paid by the Company to the Contractor under the Work Order giving rise to the claim during the [number] months preceding the event giving rise to the liability.

In no event shall the Company be liable to the Contractor for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for loss of profits, revenue, business, or goodwill, however arising, even if advised of the possibility of such damages.

The Company may recover direct losses suffered as a result of the Contractor's breach, including costs of procuring replacement services, data recovery, remediation, and regulatory fines, which the Parties agree are foreseeable and recoverable.

The limitations and exclusions in this Section apply to the maximum extent permitted by Applicable Law, and nothing in this Agreement excludes or limits any liability that cannot lawfully be excluded or limited.

The Contractor shall, at its own cost, obtain and maintain throughout the Term and for at least [number] years thereafter, with reputable insurers, professional indemnity or errors and omissions insurance with a limit of not less than [amount] per claim and in the aggregate.

The Contractor shall also maintain cyber liability insurance, covering data breaches, network security failures, and privacy liability, with a limit of not less than [amount] per claim and in the aggregate.

The Contractor shall maintain commercial general liability insurance with a limit of not less than [amount] per occurrence, and, where the Contractor has personnel or the Services are performed on-site, workers' compensation or equivalent insurance as required by Applicable Law and employer's liability insurance with limits of not less than [amount].

The Contractor shall provide certificates of insurance to the Company prior to commencement of the Services and upon each renewal or request, and shall give the Company at least [number] days' prior written notice of any cancellation, non-renewal, or material reduction in coverage.

Where permitted, the Company and its Affiliates shall be named as additional insureds on the Contractor's general liability and cyber liability policies, and the Contractor's insurance shall be primary and non-contributory to any insurance maintained by the Company.

The Contractor's insurance coverage shall not limit or relieve its liability under this Agreement. If the Contractor fails to maintain the required insurance, the Company may suspend payments or procure such insurance at the Contractor's expense and set off the cost against amounts payable.

During the Term and for a period of [number] months thereafter, the Contractor shall not, directly or indirectly, solicit, induce, or encourage any employee, contractor, or consultant of the Company or its Affiliates with whom the Contractor had contact or about whom it obtained Confidential Information during the Term to terminate or reduce their relationship with the Company, nor hire or engage any such person, except through general advertisements not targeted at such persons.

During the Term and for a period of [number] months thereafter, the Contractor shall not, directly or indirectly, solicit or induce any customer, client, supplier, or business partner of the Company or its Affiliates, with whom the Contractor dealt or about whom it obtained Confidential Information in connection with the Services, to cease or reduce doing business with the Company, or use Confidential Information to compete with the Company for any such party.

The Contractor acknowledges that the restrictions in this Section are reasonable in scope, duration, and geographic reach, and are necessary to protect the Company's legitimate business interests, including its Confidential Information and workforce stability. If any restriction is held unenforceable as drafted, the Parties intend that it be enforced to the maximum extent permitted and that it be reduced to the minimum extent necessary.

During the Term, the Contractor shall not, without the Company's prior written consent, provide services to any person or entity where doing so would create a conflict of interest, or would involve the use of Confidential Information or the Work Product, or would be in direct competition with the Company with respect to the Services, in the field of [description of field].

The Contractor shall promptly disclose to the Company in writing any actual or potential conflict of interest, including any financial, business, or personal interest in any supplier, customer, or competitor of the Company, and shall take such steps to resolve it as the Company reasonably directs.

The Contractor shall not accept any gift, payment, commission, or benefit from any third party in connection with the Services, other than items of nominal value permitted by the Company's policies, and shall not offer any improper payment or inducement to any person on behalf of the Company.

Upon expiry or termination of this Agreement or any Work Order, or at any earlier time upon the Company's request, the Contractor shall immediately return to the Company, or, at the Company's option, securely destroy, all property of the Company in its possession or control, including equipment, devices, documents, credentials, access cards, keys, software, and all copies, extracts, and summaries of Confidential Information.

The Contractor shall deliver to the Company all Work Product, whether complete or in progress, including all source code, repositories, documentation, build tools, and related materials, in a complete, current, and usable format, and shall not retain any copy.

The Contractor shall return or permanently delete all Company data, including Personal Data, from all systems, devices, backups, and storage media in its possession or control, using industry-standard secure deletion methods, subject to Section 9, and shall not retain any copies except to the extent required by Applicable Law, in which case the retained data shall remain subject to this Agreement.

The Contractor shall cooperate in the immediate disabling and revocation of all access rights to Company Systems, and shall disclose all passwords, encryption keys, and access credentials for any Work Product or Company materials held by the Contractor.

Within [number] days after the Company's request, an authorized representative of the Contractor shall certify in writing to the Company that the Contractor has complied with this Section in full.

If the Contractor fails to return any Company property, the Company may recover the value of the property and the costs of its recovery, and may set off such amounts against any sums payable under this Agreement, without prejudice to its other remedies. The Contractor shall have no lien over any Company property, Work Product, or data for any reason, including any dispute over payment.

This Agreement, and any dispute, claim, or controversy arising out of or in connection with it, including its formation, validity, breach, termination, or interpretation, and any non-contractual obligation, shall be governed by and construed in accordance with the laws of [governing jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt in good faith to resolve any dispute through negotiations between their designated representatives and, if unresolved within [number] days of written notice of the dispute, through escalation to senior management of each Party for a further period of [number] days.

If the dispute is not resolved through such negotiations, it shall be finally resolved by [courts of [jurisdiction] / arbitration under the rules of [arbitral institution] by [number] arbitrator(s) seated in [city], with the language of proceedings being English]. The decision or award shall be final and binding on the Parties.

Notwithstanding the foregoing, the Company may at any time seek urgent injunctive, interim, or conservatory relief, or specific performance, from any court of competent jurisdiction to protect its Confidential Information, Intellectual Property Rights, Personal Data, or Company Systems, or to enforce Sections 8 through 11, 15, and 16, without first complying with the dispute resolution steps above.

The Contractor shall continue to perform its obligations under this Agreement during the pendency of any dispute, unless the Company directs otherwise or this Agreement has been terminated.

The prevailing Party in any proceeding to resolve a dispute shall be entitled to recover its reasonable costs and legal fees from the other Party, as determined by the tribunal or court.

The Parties waive, to the fullest extent permitted by Applicable Law, any right to a jury trial in connection with any dispute arising out of this Agreement.

This Agreement, together with each Work Order, constitutes the entire agreement between the Parties relating to its subject matter and supersedes all prior or contemporaneous negotiations, representations, understandings, and agreements, whether written or oral. The Contractor's own terms and conditions, however presented, shall not apply.

No amendment or modification of this Agreement shall be effective unless made in writing and signed by authorized representatives of both Parties. No waiver of any right or remedy shall be effective unless in writing and signed by the waiving Party, and no failure or delay in exercising any right shall operate as a waiver.

The Contractor may not assign, transfer, subcontract, or otherwise dispose of any of its rights or obligations under this Agreement without the Company's prior written consent. The Company may assign or transfer this Agreement, in whole or in part, to any Affiliate or to any successor to all or substantially all of its business or assets, upon written notice to the Contractor.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be enforced to the maximum extent permissible or severed, and the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith a valid replacement provision that most closely achieves the original intent.

All notices under this Agreement shall be in writing and delivered by hand, by recognized courier, or by email to the addresses set out in the signature section, or to such other address as a Party may notify. Notices shall be deemed received upon delivery if by hand or courier, and on the next business day after transmission if by email, absent a delivery failure message.

Neither Party shall be liable for failure or delay in performance caused by events beyond its reasonable control, including natural disasters, war, terrorism, civil unrest, governmental action, or widespread failure of public utilities or networks, provided that it notifies the other Party promptly and uses reasonable efforts to resume performance. Events affecting the Contractor's own personnel, equipment, subcontractors, or ordinary workload shall not constitute such events, and the Company may terminate any affected Work Order if the event continues for more than [number] days.

The Contractor shall not use the name, logo, or trademarks of the Company or its Affiliates, or disclose the existence or terms of this Agreement, in any publicity, marketing, or customer list without the Company's prior written consent.

This Agreement may be executed in counterparts, including by electronic signature and electronic transmission, each of which shall be deemed an original and all of which together shall constitute one instrument. The Parties confirm that they have had the opportunity to obtain independent legal advice and enter into this Agreement for business purposes.