An Independent Contractor Agreement defines engagement terms for non-employee service providers. This playbook guides drafting on scope of work, ownership of deliverables, and classification risk mitigation.
Why This Matters: A well-defined scope reduces the risk of disputes over deliverables, prevents scope creep, and safeguards the company against unplanned costs or unmet obligations.
Negotiation strategy
If you're the Company:
Ensure the scope of work is comprehensive and aligns with the company's objectives. Include detailed descriptions of services and deliverables to avoid ambiguity.
If you're the Contractor:
Negotiate for clear performance standards and acceptance criteria. Ensure that the scope allows for flexibility in service delivery while meeting the client's needs.
Essential elements
1
Description of Services
Detailed service outline.
2
Deliverables
List of required outputs.
3
Performance Standards
Quality and execution benchmarks.
Action framework
ACCEPT
Propose edits if the scope lacks clarity or detail, ensuring all elements are covered.
EDIT
Reject if the scope is too vague or does not align with business objectives.
ADD
Add language for missing elements like milestones or change management.
PRO TIP
Always ensure the scope of work is aligned with both parties' expectations to prevent future disputes.
Example clauses
FAVORABLE
Comprehensive Scope of Work
"The Consultant shall provide the following services: [detailed description of services]. The services shall be performed in accordance with the specifications and standards set forth in this Agreement."
NEUTRAL
Basic Scope Outline
"The Consultant will perform services as agreed upon in the contract."
UNFAVORABLE
Vague Scope Description
"The Consultant will provide necessary services as needed."
Fallbacks
High-Risk Projects
In high-risk projects, ensure the scope includes detailed risk management and contingency plans to address potential issues.
International Engagements
For international projects, include considerations for cross-border regulations and cultural differences in the scope.
Long-Term Contracts
In long-term contracts, incorporate periodic reviews and updates to the scope to adapt to changing needs and conditions.
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WEEK 1
CLM Readiness and Design
Our CX team works with you to understand your contracting challenges, prioritize key workflows, and identify the biggest impact areas. We build a tailored implementation plan that fits your needs.
WEEK 2
Install Module
We connect DocJuris to your contract repositories, set up admin and user accounts, and ensure your environment is ready for success.
WEEK 3
Deliver & Test
Your team builds initial playbooks, reviews existing clause libraries, and trains the DocJuris agent to align with your internal standards and negotiation positions.
WEEK 4
Launch
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