INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT is made on [Date],
BETWEEN:
[Client Name], of [Client Address] (“Client”)
AND
[Contractor Name], of [Contractor Address] (“Contractor”).
BACKGROUND
WHEREAS, the Client desires to engage the Contractor to provide certain services as an independent contractor, and the Contractor agrees to provide such services under the terms set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:
1. ENGAGEMENT OF SERVICES
1.1 The Client hereby engages the Contractor, and the Contractor agrees to provide the services described in Schedule A attached hereto and/or as follows:
[Description of Services/Project Details].
1.2 The Contractor shall determine the method, details, and means of performing the services.
2. TERM AND TERMINATION
2.1 Term: This Agreement shall commence on [Start Date] and shall continue until [End Date/Completion of Services], unless terminated earlier in accordance with this Agreement.
2.2 Termination: Either party may terminate this Agreement at any time by giving [Notice Period Days] days’ written notice to the other party.
2.3 Effect of Termination: Upon termination, the Contractor shall be entitled to payment for services performed up to the date of termination.
3. PAYMENT TERMS
3.1 The Client agrees to pay the Contractor as follows: [Payment Amount], payable [Payment Frequency or Milestone].
3.2 Payment shall be made within [Number] days of receipt of a proper invoice from the Contractor.
3.3 The Contractor shall be responsible for all expenses incurred unless otherwise agreed in writing.
4. INDEPENDENT CONTRACTOR STATUS
4.1 The Contractor is engaged as an independent contractor. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, or joint venture.
4.2 The Contractor is solely responsible for all taxes, withholdings, and other statutory, regulatory, or contractual obligations of any sort, including but not limited to income tax, social security, and insurance.
5. CONFIDENTIALITY
5.1 The Contractor agrees not to disclose or use any confidential or proprietary information belonging to the Client without the Client’s prior written consent, both during and after the term of this Agreement.
6. INTELLECTUAL PROPERTY
6.1 Unless otherwise agreed in writing, all intellectual property, materials, or work products created by the Contractor in connection with the services shall be the exclusive property of the Client upon full payment.
6.2 The Contractor shall, upon request, execute all documents necessary to transfer such rights to the Client.
7. WARRANTIES AND REPRESENTATIONS
7.1 Each party warrants that it has the power and authority to enter into this Agreement.
7.2 The Contractor warrants that the services will be performed in a professional and workmanlike manner.
8. INDEMNIFICATION
8.1 The Contractor agrees to indemnify and hold harmless the Client from any claims, losses, or damages arising out of the Contractor’s negligence or breach of this Agreement.
9. LIMITATION OF LIABILITY
9.1 Except for liability arising from gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for any indirect, incidental, or consequential damages.
10. NON-SOLICITATION
10.1 During the term of this Agreement and for [Number] months after termination, the Contractor shall not directly solicit employment from the Client’s employees or contractors without prior written consent.
11. GOVERNING LAW
11.1 This Agreement shall be governed by and construed in accordance with the laws of [Governing Law State/Country].
12. GENERAL PROVISIONS
12.1 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or understandings.
12.2 Amendments: Any amendments or modifications must be in writing and signed by both parties.
12.3 Notices: Any notices under this Agreement shall be in writing and delivered to the addresses set forth above (or as otherwise notified in writing).
12.4 Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
12.5 Assignment: Neither party may assign this Agreement without the prior written consent of the other party.
13. DISCLAIMER
This document is a template and may not be suitable for all situations. The parties should consult with legal counsel before signing this agreement.
IN WITNESS WHEREOF, the parties have executed this Independent Contractor Agreement as of the date first written above.
CLIENT:
Signature: ___________________________
Name: [Client Name]
Title: [Client Title, if applicable]
Date: _______________________________
CONTRACTOR:
Signature: ___________________________
Name: [Contractor Name]
Title: [Contractor Title, if applicable]
Date: _______________________________
Schedule A – Description of Services
[Detailed description of services, deliverables, milestones, timelines, etc.]
