agreera.comagreera

INDEPENDENT CONTRACTOR AGREEMENT



This Independent Contractor Agreement ("Agreement") is made and entered into as of [Date] (the "Effective Date").



PARTIES



Client: [Client Name/Company Name]

Address: [Street Address], [City], [State/Province], [Postal Code], [Country]

Email: [Client Email] | Phone: [Client Phone]

(hereinafter referred to as the "Client")



Contractor: [Contractor Full Name]

Business Name (if applicable): [Business Name]

Address: [Street Address], [City], [State/Province], [Postal Code], [Country]

Email: [Contractor Email] | Phone: [Contractor Phone]

Tax ID/SSN: [Tax Identification Number]

(hereinafter referred to as the "Contractor")



The Client and Contractor may be referred to individually as a "Party" and collectively as the "Parties."



ARTICLE 1: SERVICES

1.1 The Contractor agrees to provide the following services to the Client:

[Detailed description of services to be provided]



1.2 The Contractor shall perform the services in a professional and workmanlike manner, using best practices and industry standards.



1.3 The services shall include the following deliverables:

  • [Deliverable 1]
  • [Deliverable 2]
  • [Deliverable 3]



ARTICLE 2: TERM AND TERMINATION

2.1 Term: This Agreement shall commence on [Start Date] and shall continue until [End Date] unless earlier terminated as provided herein.



2.2 Either Party may terminate this Agreement with [Number of Days] days' written notice to the other Party.



2.3 Either Party may terminate this Agreement immediately for cause, including but not limited to:

  • Material breach of this Agreement
  • Failure to perform services as specified
  • Bankruptcy or insolvency
  • Violation of confidentiality obligations



ARTICLE 3: COMPENSATION AND PAYMENT

3.1 The Client shall pay the Contractor as follows:

Rate: [$ Amount] per [Hour/Day/Week/Month/Project]



3.2 Total Contract Value: [$ Total Amount] (if applicable)



3.3 Payment Schedule:

  • Initial deposit: [$ Amount or %] upon signing
  • Milestone payments: [Details]
  • Final payment: [$ Amount or %] upon completion



3.4 Invoices shall be submitted [Weekly/Bi-weekly/Monthly] and payment is due within [Number] days of receipt.



3.5 Expenses: The Contractor [shall/shall not] be reimbursed for pre-approved expenses related to the services.



ARTICLE 4: INDEPENDENT CONTRACTOR STATUS

4.1 The Contractor is an independent contractor and not an employee, partner, or agent of the Client.



4.2 The Contractor shall:

  • Be solely responsible for all taxes, withholdings, and other statutory obligations
  • Not be entitled to employee benefits, including health insurance, paid vacation, or retirement benefits
  • Provide their own equipment, tools, and workspace
  • Maintain their own business insurance
  • Control the manner and means of performing the services



4.3 The Contractor may provide services to other clients during the term of this Agreement unless otherwise agreed in writing.



ARTICLE 5: CONFIDENTIALITY

5.1 The Contractor acknowledges that during the engagement, they may have access to confidential and proprietary information of the Client.



5.2 "Confidential Information" includes, but is not limited to:

  • Business plans, strategies, and financial information
  • Customer lists and data
  • Trade secrets and proprietary processes
  • Technical data and product information



5.3 The Contractor agrees to:

  • Keep all Confidential Information strictly confidential
  • Not disclose Confidential Information to any third party without written consent
  • Use Confidential Information solely for the purpose of performing services under this Agreement
  • Return or destroy all Confidential Information upon termination



5.4 This confidentiality obligation shall survive for [Number of Years] years following the termination of this Agreement.



ARTICLE 6: INTELLECTUAL PROPERTY

6.1 Work Product: All work product, deliverables, inventions, and intellectual property created by the Contractor in the course of performing services under this Agreement ("Work Product") shall be considered [work made for hire/property of the Client].



6.2 The Contractor hereby assigns to the Client all right, title, and interest in and to the Work Product, including all copyrights, patents, trademarks, and other intellectual property rights.



6.3 Pre-Existing Materials: The Contractor retains all rights to pre-existing materials, tools, or intellectual property that existed prior to this Agreement.



6.4 Portfolio Use: The Contractor [may/may not] use the Work Product in their portfolio or for self-promotion, subject to confidentiality obligations.



ARTICLE 7: WARRANTIES AND REPRESENTATIONS

7.1 The Contractor warrants that:

  • They have the right and authority to enter into this Agreement
  • The services will be performed in a professional manner
  • The Work Product will not infringe upon any third-party intellectual property rights
  • They possess the necessary skills, qualifications, and licenses to perform the services



7.2 The Client warrants that they have the authority to enter into this Agreement and to grant the Contractor access to necessary resources and information.



ARTICLE 8: LIMITATION OF LIABILITY

8.1 Except in cases of willful misconduct or gross negligence, the Contractor's total liability under this Agreement shall not exceed the total amount paid or payable to the Contractor under this Agreement.



8.2 Neither Party shall be liable for any indirect, incidental, special, consequential, or punitive damages arising out of this Agreement.



ARTICLE 9: INDEMNIFICATION

9.1 The Contractor shall indemnify and hold harmless the Client from any claims, damages, or expenses arising from:

  • The Contractor's negligence or willful misconduct
  • Breach of this Agreement by the Contractor
  • Infringement of third-party intellectual property rights



ARTICLE 10: GENERAL PROVISIONS

10.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of [State/Province/Country].



10.2 Dispute Resolution: Any disputes arising from this Agreement shall be resolved through:

  • Good faith negotiation, followed by
  • [Mediation/Arbitration/Litigation] in [Jurisdiction]



10.3 Entire Agreement: This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements.



10.4 Amendments: This Agreement may only be amended in writing signed by both Parties.



10.5 Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.



10.6 Assignment: The Contractor may not assign this Agreement without the prior written consent of the Client.



10.7 Notices: All notices under this Agreement shall be in writing and sent to the addresses listed above or to such other address as may be designated in writing.





IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.





CLIENT:



Signature: _________________________________

Name: _____________________________________

Title: _____________________________________

Date: ______________________________________





CONTRACTOR:



Signature: _________________________________

Name: _____________________________________

Business Name: _____________________________

Date: ______________________________________