INDEPENDENT CONTRACTOR AGREEMENT
This INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made and entered
into as of [insert date], by and between [INSERT NAME OF THE COMPANY] (the
“Company”), whose address is at [insert address], and [INSERT NAME OF THE
INDEPENDENT CONTRACTOR] (“Independent Contractor”), whose address for the
purposes of this agreement shall be [insert address].
RECITALS
WHEREAS, Company is an auto repair shop that [insert a description of the Company]; and
WHEREAS, the Contractor is [insert a description of the Contractor]; and
WHEREAS, the Company desires to engage the services of Contractor on a non-exclusive,
basis to perform the services provided under this agreement. [insert further description]
AGREEMENT
NOW, THEREFORE, for and in consideration of the premises and the mutual promises,
covenants and agreements hereinafter set forth, Company and Independent Contractor
agree as follows:
1. Engagement. The Company hereby engages the services of Independent Contractor,
and Independent Contractor agrees to provide, the following services;
i. Developed repair order sheets for customers;
ii. Transfer the customer and car information into the shop management system;
iii. Generate invoices for customer;
iv. Perform the services of the parts manager by ordering aftermarket parts and
used parts for the Company.
v. Supply some of the parts to them through my comapany and others orders
are through the shops commercial account.
vi. [insert additional services that the Contractor is expected to perform];
2. Term and Termination.
2.1 Term. The term of this Agreement shall be from [insert date] through [insert 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 30 days
written notice to the other.
3. Fees and Expenses; Services.
3.1 During the Term, the Independent Contractor shall be entitled to the following:
3.1.1 For services performed during the Term, the independent contractor will
receive [insert amount].
3.1.2 In the event Company requests, and Independent Contractor performs
services for Company during the Term, in excess of the agreed, the Company
will pay $[insert amount] for such excess service performed.
3.2 Supplies and Equipment. The Company shall provide all the equipment necessary for
the Contractor to use during the event, unless otherwise agreed upon by the parties
4. Additional Requirements for Services to Be Performed.
4.1 Best Efforts. Independent Contractor agrees to use his best efforts in providing
services under the terms of this Agreement.
4.2 No Subcontracting. Independent Contractor is being engaged to perform personal
services within his asserted areas of professional expertise, and shall not delegate
or subcontract any portion of the services to be performed hereunder.
5. Independent Contractor Relationship.
5.1 No Employment Relationship. The Company and Independent Contractor each
expressly agree and understand that they are creating an independent contractor
relationship, and that Independent Contractor shall not be considered an employee of
the Company for any purpose. Independent Contractor is not entitled to receive or
participate in any medical, retirement, vacation, paid or unpaid leave, or other
benefits provided by the Company to its employees. Independent 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 Non-exclusivity of Services Other Than to Competitors. This Agreement shall not
restrict Independent Contractor from performing services for other Companies or
businesses; provided, however, that during the Term of this Agreement, Independent
Contractor shall not apply, bid, or contract for; or undertake any employment,
independent contractor work, or consulting work with, any competitor of Company.
The determination of which businesses constitute “competitors” of Company shall be
solely within the exclusive discretion of the Company.
6. Compliance with Applicable Laws. Independent Contractor, in his performance under
this Agreement, shall comply with all applicable federal, state, and local laws and
regulations.
7. Proprietary Rights. The Parties agree that that (i) to the extent permitted by law,
applicable portions of the Work shall be deemed a “work made for hire”, and (ii) both
parties shall be deemed the exclusive owners of all rights, title and interest in and to
such Work in any and all media, languages, territories and jurisdictions throughout
the world, now known or hereafter devised, including, but not limited to, any and all
works of authorship, copyrights and copyright registrations. Both will have the rights
to use the digital content so long as it is behind a paywall/ charged for.
8. Confidentiality and Non-Disclosure.
8.1 Confidential Information Defined. As used herein, the term “Confidential Information”
shall mean and include, without limitation, any and all trade secrets, secret
processes, marketing data, marketing plans, marketing strategies, customer names
and addresses, prospective customer lists, data concerning Company’s products and
methods, computer software, files and documents, and any other information of a
similar nature disclosed to Independent Contractor or otherwise made known to him
as a consequence of or through his relationship with the Company.
8.2 Confidential Information Belongs to Company. All notes, data reference materials,
memoranda, documentation and records in any way incorporating or reflecting any of
the Confidential Information shall belong exclusively to Company, and Independent
Contractor agrees to return the originals and all copies of such materials in his
possession, custody or control to the Company upon request or upon termination or
expiration of the Term of this Agreement.
8.3 Confidentiality Obligation. Independent Contractor agrees during the Term of this
Agreement and thereafter to hold in confidence and not to directly or indirectly reveal,
report, publish, disclose or transfer any of the Confidential Information to any other
person or entity, or utilize any of the Confidential Information for any purpose, except
in the course of services performed under this Agreement.
8.4 Injunctive Relief in Event of Breach. Because of the unique nature of the Confidential
Information, the undersigned understands and agrees that Company will suffer
irreparable harm in the event that Independent Contractor fails to comply with any of
his obligations under this Section 7, and that monetary damages will be inadequate
to compensate Company for such breach. Accordingly, Independent Contractor
agrees that Company will, in addition to any other remedies available to it at law or in
equity, be entitled to injunctive relief to enforce the terms of this Section 7.
9. Representations and Warranties. Independent 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.
10. Miscellaneous.
10.1 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.
10.2 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.
10.3 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.
10.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit
of Company and to any of its successors. This Agreement is not assignable by
Independent Contractor, but shall be binding upon and, to the extent provided for in
this Agreement, inure to the benefit of Independent Contractor’s heirs, executors,
administrators and legal representatives.
10.5 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.
10.6 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 [insert
state] without reference to conflicts of laws principles.
IN WITNESS WHEREOF, the parties hereto have executed this Independent Contractor
Agreement as of the date first above written.
/s/_________________________
[INSERT NAME OF REPRESENTATIVE]
[insert name of the Company]
[date]
/s/_________________________
[insert name of the Independent Contractor]
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