INDEPENDENT CONTRACTOR AGREEMENT

This Contractor Working Agreement (“Agreement”) is made and entered into as of [INSERT DATE] (“Effective Date”), by and between Consulting XXXX a XXXX corporation having its principal address at YYYY “Company”), and [INSERT CONTRACTOR NAME], a [INSERT CONTRACTOR ENTITY TYPE] (hereinafter “Contractor”) also individually referred to as “Party” and collectively as the “Parties”.

  1. SCOPE OF WORK.
  1. The Contractor shall perform the services (the “Services”) described below:

[INSERT DESCRIPTION OF SERVICES]

  1. The Contractor shall complete the Services in a timely and professional manner consistent with the specifications, instructions, and requirements of the Company.
  1. PAYMENT.
  1. The Contractor shall be paid only for hours billable to the Client unless written approval is provided by the Company’s President in advance.
  1. Any rework that requires non-billable work for a Client will not be paid by the Company unless the Client agrees to pay for said hours.
  1. The hours to be paid must be submitted in the provided time entry system and invoiced to the Company.
  1. The invoicing periods will be agreed based on the payment terms of each project.
  • TERM AND TERMINATION.

 

  1. This Agreement shall commence on the date first written above and shall continue until the completion of the Services, unless earlier terminated in accordance with this Agreement.
  1. Either Party may terminate this Agreement for any reason upon providing written notice to the other Party at least ten (10) days prior to the proposed termination date.
  1. Upon termination, the Company shall pay the Contractor for all Services performed and approved by the Company prior to the date of termination.
  1. RELATIONSHIP OF THE PARTIES.
  1. The Contractor is an independent contractor and not an employee, partner, or joint venture of the Company.
  1. The Contractor shall have no authority to enter into contracts or agreements on behalf of the Company, or to bind the Company in any manner.
  1. The Contractor is responsible for paying all taxes, fees, and other charges applicable to the Services and for complying with all applicable laws, regulations, standards licensing requirements.
  1. REPRESENTATIONS AND WARRANTIES.

The Contractor represents and warrants that:

  1. The Contractor is duly authorized to enter into and perform this Agreement;
  1. The Contractor will perform the Services in a professional and workmanlike manner;
  1. The Contractor has the necessary skills, knowledge, and experience to provide the Services;
  1. The Services will not infringe upon any copyright, patent, trade secret, or other proprietary right of any third party; and
  1. The Contractor has all necessary permits, licenses, and insurance to provide the Services pursuant to this Agreement.
  1. INSURANCE.

The Company shall maintain, at the Company’s expense, liability insurance coverage in amounts not less than those required by applicable federal, state, and local laws, rules, and regulations, and shall provide the Contractor with a certificate of insurance evidencing such coverage prior to the commencement of Services pursuant to this Agreement.

  • CONFIDENTIALITY.

 

  1. During this Agreement, either Party may have access to confidential or proprietary information of the other Party, including but not limited to trade secrets, business plans, financial information, and technical data (“Confidential Information”).
  1. Each Party agrees that it shall not use, disclose, or otherwise make available any Confidential Information of the other Party for any purpose other than the performance of its obligations under this Agreement, unless such disclosure is required by law.
  1. The receiving Party shall take reasonable measures to protect the Confidential Information of the disclosing Party from unauthorized use or disclosure and shall use the same degree of care to protect such Confidential Information as it uses to protect its own confidential information of a similar nature, but in no event less than reasonable care.
  1. This obligation of confidentiality shall survive the termination or expiration of this Agreement and shall continue for a period of 3 years from the date of disclosure of the Confidential Information. Upon the written request of the disclosing Party, the receiving Party shall promptly return or destroy all Confidential Information in its possession or control.
  1. The provisions of this clause shall not apply to Confidential Information that:
  1. Is or becomes publicly available without breach of this Agreement by the receiving Party;
  1. Was in the receiving Party’s possession prior to disclosure by the disclosing Party;
  • Is obtained by the receiving Party from a third party without breach of any obligation of confidentiality owed to the disclosing Party; or
  1. Is independently developed by the receiving Party without reference to the disclosing Party’s Confidential Information.
  • INTELLECTUAL PROPERTY.

 

  1. The Contractor acknowledges that all intellectual property created or developed by the Contractor in connection with the Services shall be owned by the Company.
  1. The Contractor hereby assigns to the Company all right, title, and interest in and to such intellectual property, including all patents, copyrights, trademarks, trade secrets, and other proprietary rights.
  1. INDEMNIFICATION.

The Contractor shall indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or in connection with the Contractor’s breach of this Agreement or the negligent or willful acts or omissions of the Contractor.

  1. GOVERNING LAW.

 

This Agreement shall be governed by and construed in accordance with the laws of the State of [INSERT STATE], without giving effect to any principles of conflicts of law.

  1. GENERAL PROVISIONS.
  2. Binding Agreement
  3. This Agreement is binding upon the Parties, their participating Affiliates, and their respective successors and permitted assigns.
  1. The Company may wholly assign this Agreement or any part thereof to another party, whether pursuant to change of control, by operation of law or otherwise, with the Contractor’s prior written consent.
  2. Entire Agreement
  3. This Agreement constitutes the complete and exclusive statement of the agreement between the Parties as to the subject matter hereof and supersedes all previous agreements and understandings between the Parties.
  4. Severability

If any provision of this Agreement is held to be unenforceable or invalid, the other provisions shall continue in full force and effect.

  1. Force Majeure
    1. Neither Party shall be responsible for delays or failures in performance resulting from acts of God, acts of civil or military authority, fire, flood, strikes, war, epidemics, pandemics, shortage of power, telecommunications or Internet service interruptions, or other acts or causes reasonably beyond the control of that Party.
  1. The Party experiencing the force majeure event agrees to give the other Party notice promptly following the occurrence of a force majeure event, and to use diligent efforts to re-commence performance as promptly as commercially practicable.
  1. No Waiver

The failure of either Party to insist on strict performance of any of the provisions hereunder shall not be construed as the waiver of any subsequent default of a similar nature.

  1. Amendment

Any amendments, changes, or additions to this Agreement shall be made in writing and signed by both Parties. Any such changes will be added as an addendum to this Agreement.

  1. Survival

All rights and obligations of the Parties under this Agreement that, by their nature, do not terminate with the expiration or termination of this Agreement shall survive the expiration or termination of this Agreement.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the day and year first above written.

 

_______________________________________

[INSERT COMPANY NAME]               (date)

_______________________________________

[INSERT CONTRACTOR’S NAME]     (date)

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