Independent Contractor Agreement
This Independent Contractor Agreement (the "Agreement") is made as of [Start date] (the "Effective Date") between [Client (your company)], with an address at [Client address] ("Client"), and [Contractor (person or business)], with an address at [Contractor address] ("Contractor"). Client wishes to engage Contractor, and Contractor wishes to be engaged, as an independent contractor to perform the services described below. Client and Contractor are each a "Party" and together the "Parties". The Parties agree as follows.
1. Services
Contractor shall perform the following services and deliver the following work product for Client (the "Services" and the "Deliverables"): [Services and deliverables]. Contractor shall perform the Services in a professional and workmanlike manner consistent with industry standards, using Contractor’s own methods, judgment and schedule, subject only to the deadlines and specifications agreed in writing. Any change to the Services or the Deliverables must be agreed in writing by both Parties, together with any change to the fee or schedule.
2. Fees and Payment
Client shall pay Contractor on the following basis: [Fee basis], in the amount of [Fee amount (the fixed fee, hourly rate or monthly fee)]. If the fee is hourly, Contractor shall keep contemporaneous records of time spent and provide them with each invoice, and shall not exceed any written budget or cap without Client’s prior written approval.
Contractor shall invoice Client as follows: [Invoicing]. Each invoice is due within [Payment due (days after invoice)] days after Client receives it. Amounts not paid when due bear interest at one percent (1%) per month, or the highest rate permitted by law if lower, and Contractor may suspend work on ten (10) days’ written notice while an undisputed invoice remains unpaid. Client shall raise any good-faith dispute about an invoice in writing within ten (10) days of receipt and shall pay the undisputed portion on time.
Expenses: [Expenses]. Contractor is responsible for all other costs of performing the Services, including equipment, software, workspace, insurance and any assistants Contractor engages.
3. Independent Contractor Status
Contractor is an independent contractor and not an employee, partner, agent or joint venturer of Client. Contractor has the right to control and determine the manner, means, methods, sequence and hours of performing the Services; Client is interested only in the results. Contractor supplies Contractor’s own tools, equipment and place of work except where the nature of the Services requires presence at Client’s site or use of Client’s systems. Contractor may perform services for others during the term of this Agreement, provided that doing so does not breach Section 6 or interfere with Contractor’s obligations to Client. Contractor represents that Contractor is customarily engaged in an independently established business of the same nature as the Services and holds any licence, registration or permit that business requires.
Contractor is solely responsible for all federal, state and local income taxes, self-employment taxes, and any other taxes or contributions on amounts paid under this Agreement, and shall indemnify Client against any such taxes, penalties or interest assessed against Client because of Contractor’s failure to pay them. Client will not withhold taxes and will report payments on IRS Form 1099 as required. Contractor shall provide a completed Form W-9 before the first payment.
4. No Benefits; No Authority
Contractor and any person Contractor engages are not entitled to and waive any claim to workers’ compensation, unemployment insurance, health insurance, retirement, paid leave, stock or any other benefit Client provides to its employees, even if a court or agency later determines Contractor to be an employee for any purpose. Contractor shall maintain any insurance that law requires for Contractor’s business, including workers’ compensation for any employees of Contractor, and any insurance specified in the description of the Services. Contractor has no authority to bind Client to any contract or obligation and shall not represent otherwise. Contractor may engage subcontractors only with Client’s prior written consent, remains fully responsible for their work, and shall ensure they are bound in writing to obligations at least as protective of Client as Sections 5 and 6.
5. Ownership of Work Product
Upon Client’s payment of the fees attributable to a Deliverable, Contractor assigns to Client all right, title and interest, including all copyrights, patent rights, trade secret rights and other intellectual property rights, in that Deliverable and in all work product created by Contractor in performing the Services (the "Work Product"). To the extent any Work Product qualifies as a "work made for hire" under the United States Copyright Act, it is a work made for hire owned by Client. Contractor waives, and shall obtain from any assistant a waiver of, any moral rights in the Work Product to the extent permitted by law. Contractor shall sign any further document Client reasonably requests to confirm or record Client’s ownership.
Contractor retains ownership of tools, templates, libraries, code, techniques and know-how that Contractor developed before or independently of this Agreement ("Contractor Materials"). To the extent Contractor incorporates Contractor Materials into a Deliverable, Contractor grants Client a perpetual, irrevocable, worldwide, royalty-free, non-exclusive licence to use, modify, reproduce and distribute those Contractor Materials as part of the Deliverable. Contractor shall not incorporate any third-party material, including open-source software, into a Deliverable without Client’s prior written approval of the applicable licence terms. Until paid, Contractor retains ownership of Work Product but grants Client a licence to use it in the ordinary course of Client’s business.
6. Confidentiality
Contractor shall hold in confidence and not disclose or use, except as necessary to perform the Services, any non-public information of Client or its customers that Contractor learns in connection with this Agreement, including business plans, financial information, customer data, technical information, and the Work Product ("Confidential Information"). Confidential Information does not include information that is or becomes public through no fault of Contractor, that Contractor knew before disclosure, or that Contractor independently develops without use of Client’s information. This obligation continues for three (3) years after this Agreement ends and, for trade secrets, for as long as they remain trade secrets. On termination or request, Contractor shall return or destroy all Confidential Information and certify that it has done so.
Notice under 18 U.S.C. §1833(b): An individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state or local government official or to an attorney solely for the purpose of reporting or investigating a suspected violation of law, or in a complaint or other document filed under seal in a lawsuit or other proceeding. Nothing in this Agreement prohibits Contractor from reporting possible violations of law to any governmental agency or from making other disclosures protected by whistleblower laws.
7. Term and Termination
This Agreement begins on the Effective Date and continues until [End date (or “Until completed”)], unless terminated earlier. Either Party may terminate this Agreement for convenience on [Termination notice (days)] days’ written notice to the other. Either Party may terminate immediately by written notice if the other Party materially breaches this Agreement and fails to cure the breach within ten (10) days after written notice describing it. On any termination, Client shall pay Contractor for Services performed and any approved, non-cancellable expenses incurred through the termination date, Contractor shall deliver all Work Product completed or in progress, and each Party shall return the other’s property and Confidential Information. Sections 3 through 6 and 8 through 10 survive termination.
8. Warranties and Limitation of Liability
Contractor warrants that the Services will be performed in a professional manner, that the Work Product will be Contractor’s original work except for approved third-party material, that to Contractor’s knowledge it will not infringe any third party’s intellectual property rights, and that Contractor has the right to enter into this Agreement. Contractor shall indemnify Client against third-party claims arising from a breach of these warranties. Except for breaches of Sections 5 and 6, indemnity obligations, and a Party’s gross negligence or willful misconduct, neither Party is liable to the other for any indirect, incidental, consequential or punitive damages, or for lost profits, and each Party’s total liability under this Agreement is limited to the fees paid or payable under it.
9. Governing Law; Disputes
This Agreement is governed by the laws of the State of [Governing law (state)], without regard to its conflict of laws rules. The Parties shall attempt in good faith to resolve any dispute by negotiation between principals before filing suit. Any action arising out of this Agreement shall be brought in the state or federal courts located in that state, and the prevailing Party is entitled to recover its reasonable attorney fees and costs.
10. General
This Agreement, together with any written statement of work or change order signed by both Parties, is the entire agreement between the Parties about its subject and supersedes all prior proposals and understandings. It may be amended only in a writing signed by both Parties. Contractor may not assign this Agreement or delegate the Services without Client’s written consent; Client may assign it to a successor to its business. If any provision is held unenforceable, it shall be enforced to the maximum extent permitted and the remainder shall continue in effect. Notices shall be in writing and delivered to the addresses above or the email addresses in the execution record. This Agreement may be signed electronically and in counterparts, each of which is an original and all of which together are one instrument, and the electronic execution record, timestamps and document fingerprints kept by the signing platform are conclusive evidence of its execution.
Signatures
Client · Contractor