CONTRACTOR AGREEMENT
THIS EXCAVATION SERVICES AGREEMENT (the “Agreement”), entered as of the [insert
date], is by and between XXXX LLC, XXX a corporation (the “Services Provider”) and [insert the name of the Client and
their physical address] (the “Client”).
RECITALS
WHEREAS Contractor provides Excavation Services as set forth in Exhibit A to this Agreement.
WHEREAS the Client is desires to engage the services of Contractor to provide the services herein
described; and
AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and the mutual promises,
covenants and agreements hereinafter set forth, Client and Contractor agree as follows:
1. Engagement. The Client hereby engages the services of Contractor, and Contractor agrees
to provide, the services described further herein.
2. Term and Termination.
2.1 Term. The term of this Agreement shall commence from [insert the date] (the “Term”),
unless earlier terminated as provided herein, or unless extended by mutual agreement
expressed in writing signed by both parties prior to the expiration of the Term.
2.2 Termination. Notwithstanding anything in this Agreement to the contrary:
2.2.1 The Term may be terminated by either party at any time without advance notice, upon a
material breach by the other party of any of its or his obligations hereunder; and
2.2.2 The Term may be terminated without cause by either party upon one (1) month’s written
notice to the other.
3. Fees and Expenses; Services.
3.1 Fees. During the Term, the Company shall pay Contractor as follows:
3.1.1 For services performed during the Term, the Company will pay Contractor 3% card service
fee, payable on the twenty-third day of each month, with the first payment being made on [insert
date] and the last payment being made on [insert date].
3.1.2 In the event Company requests, and Contractor performs services for Client during the
Term, in excess of what is agreed in this contract, the Company will pay [insert amount] for each
such excess work.
3.2 Supplies and Equipment. Except to the extent that the Client may determine it to be more
convenient for Contractor to use equipment and supplies already owned by the Client at site(s)
where Contractor is performing services, Contractor shall be responsible for furnishing, at his
expense, all equipment and supplies necessary for the provision of his or his services
hereunder.
4. Additional Requirements for Services to Be Performed.
4.1 Reporting. Contractor shall regularly report, but no less than weekly during the Term, on the
progress of completion of tasks, and the hours incurred in performing such tasks, to [insert
name of client or his designate], or any other Company representative designated by him.
4.2 Best Efforts. Contractor agrees to use his best efforts in providing services under the terms
of this Agreement.
5. Contractor Relationship.
5.1 No Employment Relationship. The Client and Contractor each expressly agree and
understand that they are creating a Contractor relationship, and that Contractor shall not be
considered an employee of the Client for any purpose. Contractor is not entitled to receive or
participate in any medical, retirement, vacation, paid or unpaid leave, or other benefits provided
by the Client to its employees. Contractor is exclusively responsible for all Social Security, self-
employment, and income taxes, disability insurance, workers’ compensation insurance, any
other statutory benefits otherwise required to be provided to employees, and all fees and
licenses, if any, required for the performance of the services hereunder.
5.2 Nonexclusively of Services Other Than to Competitors. This Agreement shall not restrict
Contractor from performing services for other clients or businesses; provided, however, that
during the Term of this Agreement, Contractor shall not apply, bid, or contract for; or undertake
any employment, Contractor work, or consulting work with, any competitor of Client. The
determination of which businesses constitute “competitors” of Company shall be solely within
the exclusive discretion of the Client.
6. Confidentiality and Non-Disclosure.
Contractor acknowledges that it will be necessary for Client to disclose certain confidential and
proprietary information to Contractor in order for Contractor to perform duties under this
Agreement. Contractor acknowledges that disclosure to a third party or misuse of this
proprietary or confidential information would irreparably harm Client. Accordingly, Contractor will
not disclose or use, either during or after the term of this Agreement, any proprietary or
confidential information of Client without Client’s prior written permission except to the extent
necessary to perform services on Client’s behalf.
Proprietary or confidential information includes:
1. the written, printed, graphic, or electronically recorded materials furnished by Client for
Contractor to use;
2. any written or tangible information stamped “confidential,” “proprietary,” or with a similar
legend, or any information that Client makes reasonable efforts to maintain the secrecy
of business; or
3. marketing plans or strategies, customer lists, operating procedures, trade secrets,
design formulas, know-how and processes, computer programs and inventories,
discoveries, and improvements of any kind, sales projections, and pricing information
4. information belonging to customers and suppliers of Client about whom Contractor
gained knowledge as a result of Contractor’s services to Client.
Upon termination of Contractor’s services to Client, or at Client’s request, Contractor shall
deliver to Client all materials in Contractor’s possession relating to Client’s business.
Contractor acknowledges that any breach or threatened breach of this Clause of this Agreement
will result in irreparable harm to Client for which damages would be an inadequate remedy.
Therefore, Client shall be entitled to equitable relief, including an injunction, in the event of such
breach or threatened breach of this Clause of this Agreement. Such equitable relief shall be in
addition to Client’s rights and remedies otherwise available at law.
7. Limitation on Liability; Indemnification.
The Client shall have no liability with respect to, and shall not be obligated to indemnify or hold
harmless the Contractor, or its affiliates, officers, directors, managers, employees, agents or
other representatives from or against any cost, loss, expense, damage or liability arising out of
or otherwise in respect of the performance of the Company Services other than any such cost,
loss, expense, damage or liability resulting from the willful misconduct or fraud of the Company
Entities or any of its directors, managers, officers, employees, partners, members or agents.
8. Liability
In the absence of willful misfeasance, bad faith, gross negligence or reckless disregard of
obligations or duties hereunder on the part of the Contractor, the Contractor shall not be subject
to liability to for any damage caused in the normal operations of the equipment.
7. Dispute Resolution
If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with
the help of a mutually agreed-upon mediator in Indiana. Any costs and fees other than attorney
fees associated with the mediation shall be shared equally by the parties. If it proves impossible
to arrive at a mutually satisfactory solution through mediation, the parties agree to submit the
dispute to a mutually agreed-upon arbitrator in Indiana. Judgment upon the award rendered by
the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration,
including attorney fees, will be allocated by the arbitrator.
8. Representations and Warranties. Contractor hereby represents and warrants that, as of the
date hereof and continuing throughout the term of this Agreement, he is not and will not be in
any way restricted or prohibited, contractually or otherwise, from entering into this Agreement or
performing the services contemplated hereunder.
9. Miscellaneous.
9.1 Entire Agreement. This Agreement contains the entire agreement of the parties with respect
to the subject matter hereof and supersedes and replaces any oral or written agreements
heretofore entered into between the parties. This Agreement cannot be modified, or any
performance or condition waived, in whole or in part, except by a writing signed by the party
against whom enforcement of the modification or waiver is sought. The waiver of any breach of
any term or condition of this Agreement shall not be deemed to constitute the waiver of any
other breach of the same or any other term or condition.
9.2 Interpretation, Severability and Reformation. Whenever possible, each provision of this
Agreement shall be interpreted in such a manner as to be valid and effective under applicable
law. If any provision of this Agreement shall be unlawful, void or for any reason unenforceable, it
shall be deemed separable from, and shall in no way affect the validity or enforceability of, the
remaining provisions of this Agreement, and the rights and obligations of the parties shall be
enforced to the fullest extent possible.
9.3 Survival. To the extent consistent with this Agreement, all representations, warranties and
post-termination obligations contained in this Agreement shall survive the expiration of the
Term, or the termination, of this Agreement.
9.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Client and
to any of its successors. This Agreement is not assignable by Contractor, but shall be binding
upon and, to the extent provided for in this Agreement, inure to the benefit of Contractor’s heirs,
executors, administrators, and legal representatives.
9.5 Execution in Counterparts. This Agreement may be executed in any number of counterparts,
each of which shall be deemed an original, but all of which shall constitute one and the same
instrument.
9.6 Governing Law. The validity and effect of this Agreement shall be governed by and
construed and enforced in accordance with the laws of the State of XXX without reference
to conflicts of laws principles.
IN WITNESS WHEREOF, the parties hereto have executed this Contractor Agreement as of the
date first above written.
Client:
By
:
/s/
[insert name]
CONTRACTOR: /s/
[insert name]
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