FREELANCE AGREEMENT

FREELANCE AGREEMENT

BETWEEN

_________________________________(“THE COMPANY”)

AND

___________________________________(“THE CONTRACTOR”)

____________________________________________________________________________­­­­­_________

THIS FREELANCE AGREEMENT is made on the …………..day of……….20……., by the Company of _________________________address and the Contractor of ____________________address (collectively referred to as the “Parties” or individually as the “Party”) and includes that Party’s successors and assigns.

In consideration of covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt of which is hereby acknowledged, Parties agree to the following terms and conditions and to be bound thereby:

Commencement and duration

This agreement shall be valid from ______________________until ____________________.

Services: The Contractor shall provide engineering-related services to the Company at the payment defined below. The services will also include any other tasks agreed on by the Parties. The Contractor shall work at any location designated in writing by the Company.

The Contractor shall perform their duties at all times in an industrious, faithful manner and to the best of their abilities. They shall perform all required job duties pursuant to the implicit and express terms hereof and to the reasonable satisfaction of the Company. The Contractor shall also use any equipment provided herein responsibly and promptly notify the Company when the equipment is broken or malfunctioning.

The Contractor shall not work while under the influence of alcohol, narcotics, toxic substances, or illegal substances. They shall protect the Company’s reputation, including but not limited to the media, social media, and the customer, and avoid any declarations which damage the Company’s interests.

Payment

 For the services rendered, the Company shall compensate the Contractor with $___________per approved working hour.

Approved working hours shall be hours performed on site validated by the assigned customer on site representative i.e., Project Manager, supervisor, coordinator, etc.

Autonomy

Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision-making in relation to the provision of the services per the Agreement. The Contractor will work autonomously and not at the direction of the Company. However, the Contractor will be responsive to the reasonable needs and concerns of the Company and comply with all the Company rules.

Expenses

The Contractor shall be responsible for all expenses related to providing the Services under this Agreement. This includes but is not limited to supplies, equipment, operating costs, business costs, employment costs, taxes, Social Security contributions/payments, disability insurance, unemployment taxes, and any other cost that may or may not be in connection with the Services provided by the Contractor.

Non-solicitation

For the duration of this Agreement, any subsequent agreement executed for the same or similar purpose, and after the termination of this Agreement, the Contractor shall not interfere with the Company’s relationship with, or endeavor to entice away from the Company, the Company’s Customers, any officer, director or employee or any person who had a material business relationship with the Company in the duration of this Agreement.

Intellectual property (select one)

☐ The Company agrees that any intellectual property and associated rights owned, discovered, or developed by the Contractor, solely or jointly with others, in connection with their services performed under this Agreement, are the Contractor’s exclusive property.

☐ Contractor agrees that any intellectual property and associated rights owned, discovered, or developed by them, solely or jointly with others, in connection with their services performed under this Agreement, shall constitute works for hire and shall automatically, upon their creation or discovery, become the exclusive property of the Company.

Relationship of the Parties: The Contractor, under the code of the Internal Revenue Service (IRS), is an independent contractor, and neither the Contactor’s employees nor contract personnel are or shall be deemed the Company’s employees.

The relationship of the parties hereto is that of an independent contractor. Accordingly, the Parties hereto are not deemed agents, partners, or joint venturers of the others for any purpose due to this Agreement or the transactions contemplated thereby. Neither the Contractor nor their personnel have any authority to create any contract or obligation, express or implied, on behalf of, in the name of, or binding upon the Company.

Withholding, Taxes, Benefits, and Insurance. The Contractor and the Company understand that it is the Contractor’s sole responsibility for withholding, accruing, and paying all income taxes, withholding taxes, continued service under this Agreement taxes, social security, and other taxes and amounts required by law for the payment made to the Independent Contractor Fee herein and all payments to their personnel if any. Neither the Contractor nor any of his personnel is an employee or agent of the Company for any purpose whatsoever and shall not be entitled to paid vacation days, sick days, holidays, or any other benefits provided to the Company employees. The Independent Contractor will also be responsible for all worker’s compensation insurance, public liability insurance, statutory insurance, and other benefits required by law for the Contractor and the personnel and all other benefits promised to the personnel by the Independent Contractor, if any, arising out of or relating to this Agreement. The Independent Contractor shall provide Company with a completed W-9 form.

Contractor representations and warranties: The Contractor represents and warrants that it has all the necessary licenses, permits, and registrations, if any, required to perform the Services under this Agreement in accordance with applicable laws, rules and regulations and that they will perform the Services according to the Company’s guidelines and specifications and with the standard of care prevailing in the industry.

Mutual Representations and Warranties. Both Company and Contractor represent and warrant that each Party has full power, authority, and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter into or perform this Agreement.

Non-assignment: The Contractor shall not transfer or assign this Agreement without the Company’s consent, but the Company may transfer or assign this Agreement or subcontract its obligations without the Contractor’s consent.      

Indemnification. The Contractor agrees to indemnify, hold harmless and defend the Company and its directors, officers, employees, and agents from and against any action, claim, demand, or liability, including reasonable attorney’s fees and costs, arising from or relating to: (i) the Contractor’s breach of this Agreement; (ii) the negligence or willful misconduct of the Contractor; or (iii) any allegation that the Contractor caused injury or damage to any third Person (“Person” is defined as any individual, corporation, Company, partnership, government or any other entity).  The Contractor agrees that the Company shall have the right to participate in and control the defense of any such claim through counsel of its choosing at the Contractor’s expense.

Insurance.  For the term of this Agreement, the Contractor shall obtain and maintain a policy of insurance, with appropriate and adequate coverage and limits, to cover any liabilities herein. This shall include but not be limited to health insurance.

Confidentiality: All non-public, confidential or proprietary information of the Company, disclosed by the Company to the Contractor, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” in connection with this Agreement is confidential, solely for the use of performing this Agreement and may not be disclosed or copied unless authorized in advance by the Company in writing. Upon the Company’s request, the Contractor shall promptly return all documents and other confidential materials received from the Company. The Company shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to the Contractor at the time of disclosure, or (c) rightfully obtained by the Contractor on a non-confidential basis from a third party.

In addition, this Agreement is confidential and cannot be divulged to third parties, unless as provided by law, without the written consent of the other Party.

Return of the property: Upon the expiration or termination of this Agreement or demand by the Company, the Contractor shall return any of the Company’s property to the Company, including but not limited to; documentation, records, or confidential information. All property should be returned in the same condition at issuance failure to which damages shall become payable. Reasonable wear and tear will be allowed.

The Contractor shall reimburse Company for any Company property lost or damaged in an amount equal to the market price of such property.

Further Assurances: Each Party hereto agrees to perform any further acts and to execute and deliver any further documents that may be reasonably necessary to carry out the provisions of this Agreement.

Force Majeure

For this Agreement, “Force Majeure” means an event which a diligent party could not have reasonably avoided in the circumstances, which is beyond the control of a party and includes, but is not limited to, war, riots, civil disorder, earthquake, storm, flood or adverse weather conditions, strikes, lockouts or other industrial action, terrorist acts, confiscation or any other action by government agencies.

A Party’s failure to fulfill its obligations due to Force Majeure shall not be considered a breach of this Agreement, provided that the Party has taken all reasonable precautions, due care, reasonable alternative measures, and minimal delay all to carry out the terms of this Agreement.

Termination:

• Either Party may terminate this Agreement at any time upon giving the other Party no less than ________ days’ notice in writing. If a Party wishes to terminate the contract with less than these stated days, the other Party reserves the right to charge costs they have already paid in advance or incurred.
• The Company may terminate this Agreement due to but not limited to the Contractor stealing equipment, reckless behavior, being under the influence, and engaging in illegal activities in the duration of this Agreement.
• The termination of this Agreement shall not discharge the liabilities accumulated by either Party.
• Any Clauses intended by the Parties or this Agreement to survive the termination of this Agreement shall survive the termination of this Agreement by whatever cause.

Dispute resolution: Mediation shall resolve any dispute under this Agreement.

General provisions

• This Agreement may be amended only by the written consent of the Parties hereto.
• If any provision is held to be invalid or unenforceable, it shall not affect the validity or enforceability of any other provision.
• This Agreement constitutes the entire agreement between the Parties. It supersedes all prior oral or written agreements or understandings between the Parties concerning the subject matter of this Agreement. The parties will exercise utmost good faith in this Agreement.
• Unless otherwise provided, failure by either Party to enforce any of the terms or conditions of this Agreement shall not be a waiver of their right to enforce the terms and conditions of this Agreement.
• This Agreement may be executed in any number of counterparts, each of which shall be an original and all of which constitute the same instrument.
• The Article and Section headings in this Agreement are for convenience, and they form in no part of this Agreement and shall not affect its interpretation.
• Whenever used herein, the singular number shall include the plural, and the plural number shall include the singular.
•  Any references herein to the masculine gender or the masculine form of any noun, adjective, or possessive shall be construed to include the feminine or neuter gender and form, and vice versa.
• This Agreement shall be governed in all respects by the laws of Greer, South Carolina, without regard to its conflict of law provisions.
• Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall be in writing and shall be deemed to have been given at the time when actually received as a consequence of any effective method of delivery at the following addresses (including email) or such changed address as the Party shall have specified by written notice, provided that any notice of change of address shall be effective only upon actual receipt.

Company: ____________________________________________________________________________

Contractor:___________________________________________________________________________

IN WITNESS WHEREOF, each of the Parties has executed this Agreement, as set forth below.