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This Independent Contractor Agreement (this “Agreement”) is entered into as of ____________ (the “Effective Date”) by and between ____________, with an address at ____________ (“Client”), and ____________, with an address at ____________ (“Contractor”). Client and Contractor may be referred to individually as a “Party” and together as the “Parties.”
Contractor shall perform the following services for Client: ____________ (the “Services”). Contractor shall perform the Services in a professional and workmanlike manner and shall keep Client reasonably informed of progress. Any material change to the scope of the Services must be agreed in a writing signed by both Parties.
Contractor is an independent contractor, and nothing in this Agreement creates an employment, agency, partnership, or joint-venture relationship between the Parties. Without limiting the foregoing: (a) Contractor controls the manner, means, methods, and schedule by which the Services are performed, subject only to the requirements of this Agreement; (b) Contractor is solely responsible for all federal, state, and local income taxes, self-employment taxes, and any other taxes or contributions arising from compensation paid under this Agreement, and Client will not withhold taxes or make contributions on Contractor's behalf; (c) Contractor is not entitled to any employee benefits from Client, including health insurance, retirement contributions, workers' compensation, unemployment insurance, or paid leave, and Contractor waives any claim to such benefits; (d) Contractor shall supply Contractor's own equipment, tools, and workspace except as the Parties agree otherwise in writing; and (e) neither Party has authority to bind the other or to incur obligations on the other's behalf. Contractor may perform services for other clients, provided doing so does not breach this Agreement.
Client shall pay Contractor at the rate of $____ per hour for time actually and properly worked in performing the Services. Contractor shall keep reasonably detailed time records and include them with each invoice. Contractor shall submit invoices to Client upon completion of the Services or at reasonable intervals, and Client shall pay each undisputed invoice within 30 days of receipt. If Client disputes any portion of an invoice in good faith, Client shall pay the undisputed portion when due and promptly notify Contractor in writing of the basis for the dispute.
Contractor is solely responsible for all expenses incurred in performing the Services, including equipment, software, travel, and supplies, and no expense shall be charged to Client unless Client agrees in writing in advance.
This Agreement begins on ____________ and continues until terminated by either Party under this Section. Either Party may terminate this Agreement: (a) for convenience, upon 14 days' written notice to the other Party; or (b) immediately upon written notice if the other Party materially breaches this Agreement and fails to cure the breach within ten (10) days after receiving written notice describing it. Upon termination, Client shall pay Contractor for all Services properly performed (and, if applicable, approved expenses incurred) through the effective date of termination, and Contractor shall deliver to Client all completed and in-progress work product for which Contractor has been or will be paid. The provisions of this Agreement that by their nature should survive termination — including those governing intellectual property, confidentiality, indemnification, and payment of amounts owed — shall survive.
All work product, deliverables, inventions, designs, code, documentation, and other materials created by Contractor in the course of performing the Services (collectively, the “Work Product”) shall be considered “work made for hire” for Client to the fullest extent permitted under the U.S. Copyright Act. To the extent any Work Product does not qualify as work made for hire, Contractor hereby irrevocably assigns to Client all right, title, and interest in and to the Work Product, including all intellectual-property rights, effective upon creation, and shall execute any documents reasonably requested by Client to perfect that assignment. Contractor retains ownership of Contractor's pre-existing tools, templates, and know-how (“Contractor Materials”); to the extent any Contractor Materials are incorporated into the Work Product, Contractor grants Client a perpetual, irrevocable, worldwide, royalty-free license to use them as part of the Work Product. Assignment of Work Product is conditioned on Client's payment of all amounts due under this Agreement.
In performing the Services, Contractor may receive non-public information of Client, including business plans, financial information, customer lists, technical data, and trade secrets (“Confidential Information”). Contractor shall: (a) hold Confidential Information in strict confidence and use no less than reasonable care to protect it; (b) use Confidential Information solely to perform the Services; and (c) not disclose Confidential Information to any third party without Client's prior written consent, except to the extent required by law after giving Client prompt notice where legally permitted. Confidential Information does not include information that is or becomes public through no fault of Contractor, was known to Contractor before disclosure, is received from a third party without a duty of confidentiality, or is independently developed without use of the Confidential Information. This Section survives termination of this Agreement.
Contractor represents and warrants that: (a) Contractor has the full right and authority to enter into this Agreement and performing the Services will not breach any agreement with a third party; (b) the Services will be performed in a professional and workmanlike manner consistent with industry standards; (c) the Work Product will be Contractor's original work and, to Contractor's knowledge, will not infringe the intellectual-property rights of any third party; and (d) Contractor will comply with all applicable laws in performing the Services. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED.
Each Party (the “Indemnifying Party”) shall defend, indemnify, and hold harmless the other Party from and against third-party claims, damages, and reasonable costs (including attorneys' fees) to the extent arising from the Indemnifying Party's breach of this Agreement, negligence, or willful misconduct. In addition, Contractor shall indemnify Client against any claim, assessment, or penalty arising from Contractor's failure to pay taxes or contributions for which Contractor is responsible under this Agreement.
All notices under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested) to the addresses stated in this Agreement, or sent by email with confirmation of receipt.
This Agreement shall be governed by and construed in accordance with the laws of the State of ____________, without regard to its conflict-of-laws principles.
Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in ____________, and each party consents to the personal jurisdiction of those courts.
If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect, and the invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable.
No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver of that right. A waiver of any breach shall not be construed as a waiver of any subsequent breach.
This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous understandings, agreements, negotiations, and discussions, whether oral or written. This Agreement may be amended only by a written instrument signed by both parties.
This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered electronically (including through a reliable electronic signature service) shall be deemed original signatures for all purposes, consistent with the U.S. ESIGN Act and applicable state law.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date, intending to be legally bound.