Independent Contractor Agreement - Template Form Pro · US-law

INDEPENDENT CONTRACTOR AGREEMENT

State of ________

This Independent Contractor Agreement (the "Agreement") is entered into and made effective as of ________ (the "Effective Date"), by and between ________, an individual/entity having a primary address at the following:

________
Taxpayer Identification Number: ________
Email: ________

and ________, a corporation organized and existing under the laws of the State of ________, having its principal place of business at the following address:

________
Email: ________

Hereinafter, "Recipient" shall refer to ________, and "Contractor" shall refer to ________. Recipient and Contractor may be referred to individually as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, Recipient wishes to engage Contractor for certain independent contracting services (the "Services"), as described more fully below;

WHEREAS, Contractor has the skills, qualifications, and expertise required to provide the Services to the Recipient;

WHEREAS, Contractor wishes to render such Services to Recipient.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

§ 1 — DEFINITIONS

As used in this Agreement:

(a) "Services" means the following specific services that the Contractor will provide to the Recipient under the terms and conditions set forth herein:

________

(b) "Fees" means the payment Recipient will pay to Contractor for the rendering of the Services, specifically the sum of $________ (________), as a fixed fee for all Services rendered.

§ 2 — ENGAGEMENT

Subject to the terms and conditions of this Agreement, Contractor hereby agrees to render the Services to Recipient, and Recipient agrees to pay Contractor the Fees required for the Services.

§ 3 — INDEPENDENT CONTRACTOR STATUS

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§ 4 — NO LOCATION RESTRICTIONS

Recipient shall not place location restrictions on Contractor. Contractor does not use any equipment, including electronic equipment, owned by Recipient, and Contractor does not maintain any equipment at Recipient's place of business. Except where physical presence is reasonably required to perform the Services, Contractor shall have no location restrictions.

§ 5 — NO SPECIFIC HOURS

Recipient may not control the hours or timing that Contractor works. Contractor need not keep track of hours, nor is there any expectation that Contractor work full-time hours, subject only to the Key Dates and completion obligations set forth herein.

§ 6 — NO CONTROL OVER MANNER OF WORK

Recipient shall not maintain control over the manner and means by which Contractor performs the Services, including Contractor's methods. Recipient's sole and exclusive interest in Contractor's work is the outcome. Contractor shall perform all work without the supervision of Recipient.

§ 7 — NO TRAINING

Recipient will not provide training to Contractor regarding the Services. Contractor is an independent professional and will perform the Services in the manner and method Contractor deems fit.

§ 8 — SUBCONTRACTORS

Contractor may use subcontractors in the provision of the Services and is not required to obtain Recipient's approval to do so. Contractor is not obligated to perform the Services personally and shall remain responsible for the acts and omissions of its subcontractors.

§ 9 — STAFF OR EMPLOYEES

Contractor may use any staff or employees that Contractor deems fit and capable in the provision of the Services to Recipient, and Contractor shall be solely responsible for their compensation, supervision, and tax obligations.

§ 10 — FEES AND PAYMENT

(a) Method of Payment: Contractor will accept the following forms of payment:

________

(b) Contractor will be paid upon completion of the work, unless otherwise agreed in writing.

(c) Tax Statement: All charges payable under this Agreement are exclusive of taxes, surcharges, or other amounts assessed by state or federal governments. Taxes imposed upon or required to be paid by Recipient or Contractor shall be the sole and exclusive responsibility of each, respectively.

(d) For any past due payment or missed deadline, the following late fee shall apply to the responsible Party, to the extent permitted by applicable law:

________

§ 11 — EXPENSES

Contractor shall be solely and exclusively responsible for any expenses incurred under this Agreement. Recipient shall have no obligation to pay or reimburse such expenses.

§ 12 — KEY DATES

Contractor shall ensure that the following key dates ("Key Dates") are met. Key Dates refer to specific dates during the period in which the Services are rendered by which Contractor agrees to meet specified events or deadlines:

________

§ 13 — CONFIDENTIALITY

Contractor acknowledges that Recipient possesses certain non-public Confidential Information (as defined below) and may possess Trade Secret Information (as defined below) (collectively, the "Proprietary Information") regarding its business operations and development. The Parties agree that the Proprietary Information is secret and valuable to Recipient and that Contractor may have access to it. Each Party desires to maintain the secret and private nature of any Proprietary Information disclosed.

"Confidential Information" means any information that is confidential and commercially valuable to Recipient, in the form of documents, techniques, methods, practices, tools, specifications, inventions, patents, trademarks, copyrights, equipment, algorithms, models, samples, software, drawings, sketches, plans, programs, or other oral or written knowledge or secrets, and may pertain to, but is not limited to, research and development, forecasting, marketing, personnel, customers, suppliers, intellectual property, and finance.

Confidential Information may or may not be marked as such, but shall include any information that ought to be treated as confidential under the circumstances of its disclosure.

Confidential Information shall not include any information that:

(I) is known or available to the public at the time of disclosure or becomes so through no fault of Contractor;

(II) is already lawfully known to Contractor;

(III) is given by Recipient to third parties, other than Contractor, without restriction;

(IV) is given to Contractor by any third party who lawfully had the Confidential Information and the right to disclose it; or

(V) is independently developed by Contractor, as Contractor can demonstrate.

"Trade Secret Information" means any formula, process, method, pattern, design, compilation, or other information that derives independent economic value from not being generally known or readily ascertainable by proper means, and that is the subject of reasonable efforts to maintain its secrecy, consistent with the Defend Trade Secrets Act of 2016 (18 U.S.C. § 1836 et seq.) and applicable state trade secret law.

Contractor agrees to:

(I) not disclose the Proprietary Information by any unauthorized means to any third party throughout the duration of this Agreement and the Parties' relationship;

(II) not disclose the Confidential Information by any unauthorized means to any third party for a period of three (3) years following termination of this Agreement;

(III) not disclose the Trade Secret Information at any time, for so long as such information remains a trade secret under applicable law; and

(IV) not use the Confidential Information or Trade Secret Information for any purpose except those contemplated herein or expressly authorized by Recipient.

Notwithstanding the foregoing, Contractor 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 (i) in confidence to a federal, state, or local government official or attorney solely for the purpose of reporting or investigating a suspected violation of law, or (ii) in a complaint or other document filed under seal in a lawsuit or other proceeding, in accordance with 18 U.S.C. § 1833(b).

§ 14 — COMPETITION

Contractor (and its employees, agents, and representatives) shall be free to provide services or engage in any form of activity, whether for itself or on behalf of other organizations, companies, or individuals, including those who are or may be direct or indirect competitors of Recipient, subject to the confidentiality obligations set forth herein.

§ 15 — WARRANTIES

Contractor represents and warrants that it will perform the Services using reasonable care and skill consistent with the standards of its profession, and that any results, end products, or materials provided to Recipient will not infringe upon or violate the intellectual property rights or any other rights of any third party.

§ 16 — LIMITATION OF LIABILITY

In no event shall either Party be liable to the other for any indirect, incidental, special, consequential, or punitive damages, including but not limited to loss of profits, loss of business, or loss of data, arising out of or in connection with this Agreement, even if such Party has been advised of the possibility of such damages.

The total aggregate liability of either Party under or in connection with this Agreement, whether arising in contract, tort (including negligence), or otherwise, shall not exceed the total amount of Fees paid or payable by Recipient to Contractor under this Agreement.

§ 17 — INDEMNIFICATION

Recipient agrees to indemnify, defend, and hold harmless Contractor and all of Contractor's agents, employees, and representatives against any and all damages, liabilities, losses, and reasonable attorneys' fees and costs incurred as a result of the Services rendered under this Agreement or any matter connected with the relationship between Contractor and Recipient arising out of the fault of Recipient. This clause shall not provide indemnification to any Party where a court of competent jurisdiction, rendering a final judgment, holds that the bad faith, gross negligence, or willful misconduct of that Party caused the damage, liability, or loss.

§ 18 — TIME FOR PERFORMANCE

Time shall be of the essence for the performance by Contractor of its obligations under this Agreement. Any dates, periods, or times for performance specified herein are to be met, and failure to do so shall constitute a breach. Contractor shall complete all work by ________.

§ 19 — TERMINATION

This Agreement shall terminate automatically on the following date: ________.

This Agreement may also be terminated by either Party upon written notice:

(a) if the other Party commits a material breach of any term of this Agreement that is not capable of being remedied or that is not remedied within fourteen (14) days after a written request to cure; or

(b) if the other Party becomes unable to perform its duties hereunder, including a duty to pay or to perform.

No ongoing relationship between the Parties is contemplated, and Recipient may not assign additional work to Contractor. The Parties may, through a written addendum to this Agreement bearing explicit terms and the signatures of both Parties, expand the scope of Services.

§ 20 — GENERAL PROVISIONS

(a) GOVERNING LAW; VENUE: This Agreement shall be governed in all respects by the laws of the State of ________, without regard to its conflict of laws principles, and any applicable federal law. Both Parties consent to the exclusive jurisdiction of the state and federal courts located in ________, State of ________. The Parties agree that this choice of law, venue, and jurisdiction provision is mandatory and not permissive.

(b) LANGUAGE: All communications and notices made pursuant to this Agreement shall be in the English language.

(c) ASSIGNMENT: This Agreement and the rights granted hereunder may not be assigned, sold, leased, or otherwise transferred in whole or in part by either Party without the prior written consent of the other Party.

(d) AMENDMENTS: This Agreement may only be amended by a written instrument signed by both Parties.

(e) NO WAIVER: No term of this Agreement shall be deemed waived by any act or acquiescence of either Party. Only a written agreement may constitute a waiver. No waiver of any term shall constitute a waiver of any other term or of the same term on a future date. Failure of either Party to enforce any term shall not constitute a waiver of such term or any other term.

(f) SEVERABILITY: If any provision of this Agreement is held to be invalid, illegal, or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal, and enforceable as though the invalid, illegal, or unenforceable parts had not been included.

(g) RELATIONSHIP OF THE PARTIES: Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties. Contractor is and shall remain an independent contractor, and neither Party shall have authority to bind or incur any obligation on behalf of the other.

(h) ENTIRE AGREEMENT: This Agreement constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous understandings, whether written or oral.

(i) HEADINGS: Headings are for convenience only and shall not be construed to limit or affect the terms of this Agreement.

(j) COUNTERPARTS; ELECTRONIC SIGNATURES: This Agreement may be executed in counterparts, each of which shall constitute an original and all of which together shall constitute a single agreement. Electronic signatures shall be deemed valid and binding under the federal E-SIGN Act (15 U.S.C. § 7001 et seq.) and applicable state Uniform Electronic Transactions Act. If the execution dates differ, this Agreement shall be effective as of the later date.

(k) FORCE MAJEURE: Neither Party shall be liable for any failure to perform due to causes beyond its reasonable control, including but not limited to acts of God, acts of civil or military authorities, riots, embargoes, natural disasters, and other unforeseen circumstances.

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EXECUTION

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the dates set forth below.

Contractor:

Name: ________

Signature: _________________________

Date: ________

Recipient:

Name: ________

Representative Name: ________

Representative Title: ________

Representative Signature: _____________________

Date: ________