This Independent Contractor Agreement (the "Agreement") entered into this [insert date] is made and
entered between [insert name of your company/business/your name] (“[D.B.A]”) an independent
contractor whose place of business is located at [insert physical address of your business] hereafter
referred to as "Contractor", and [insert name of the client] hereafter referred to as "Client", whose
address for the purposes of this agreement is [insert Client’s address]. Each of Contractor and Client are
sometimes referred to individually as a “Party” or collectively as the “Parties.”
A. Contractor is a company offering sales & marketing/branding, recruiting, process improvement,
organizational restructuring, and some technology planning.
B. The Client wishes to engage the services of the Contractor for such services as specified in this
agreement; and
C. Contractor has agreed to provide certain services to Client on the terms set forth in this
Therefore, the Parties agrees as follows:
Client hereby engages Contractor to provide, during the Term, the services set forth herein below:
(collectively, the “Services”).
The Contractor is required to do and complete the following:
a. [insert a description and list of the services that the Contractor/your business/company is
supposed to provide]
During the Term, Contractor agrees to devote such efforts and time as is reasonably required to fulfill
Contractor’s duties in connection with the Services, to provide the same in a diligent and conscientious
manner and to the best of Contractor’s ability, in accordance with applicable law, and the terms and
conditions provided in this Agreement.
(a) Fee. As consideration for the Services, Client shall pay Contractor, a total fee in an amount equal
to [insert amount] per week to work [insert number of hours] hours daily. This amount will be paid
directly to the contractor’s account, [insert details including account number of the contractor’s
bank] on the 30 th day of every month. A 3% per month late fee shall be imposed on any late
(b) Business Expenses. Client shall reimburse Contractor for all reasonable, out-of-pocket business
expenses actually incurred by Contractor during the Term in performing the Services; provided,
that (i) any such expense is pre-approved by Client, and (ii) Contractor submits to Client
appropriate supporting documentation for all such expenses in accordance with Client’s policies
and procedures.
(c) Tax Matters. Client and Contractor agree that Contractor is an independent Contractor, and not
as an employee of Client, with respect to the Services performed hereunder. All fees payable to
Contractor hereunder shall be paid in full, without any withholding, deduction, or offset of any
Federal, state, or local income taxes, employment taxes, or other withholdings.

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(a) Term. The Engagement shall be for [insert period in weeks/months] period commencing on [insert
commencement date] and ending on [insert end date], unless terminated in accordance with
Section 3(b).
(b) Termination. The Engagement may be terminated by: (i) the mutual, written consent of Client and
Contractor; or (ii) by the non-breaching Party upon the occurrence of a breach by the other Party
in the performance of its obligations under this Agreement, which breach (if capable of cure) is
not cured to the reasonable satisfaction of the non-breaching Party within Five (5) business days
after the non-breaching Party has delivered written notice of such breach to the breaching Party.
(ii) Effect of Termination. In the event the Engagement is terminated or expires, the provisions of
this Agreement, other than those set forth in Section 8, shall no longer have any force or effect.
Upon the termination of the Engagement, Client shall (i) pay to Contractor, no later than Seven
(7) days after the date of termination, the earned, but unpaid portion of the Fee, prorated through
the date of termination, and (ii) shall reimburse Contractor, in accordance with Section 2(b), for all
expenses properly incurred prior to the date of termination.

All inventions, discoveries, improvements, developments, concepts, trade secrets, original works
of authorship, formulas, work products, drawings, know-how, designs, algorithms, computer
programs, (including, but not limited to, source code, object code routines, macros, etc.),
databases, strategies, processes, procedures, methodologies, and techniques, and all
documentation relating to the foregoing, whether or not patentable or registrable under copyright
or similar laws, which Contractor, alone or jointly, while operating on Client behalf and within the
scope of Services listed in Clause 1 above, creates, conceives, develops, reduces to practice, or
causes another to create, conceive, develop, or reduce to practice expressly for Client, will
collectively and individually be referred to as the “Work.” Both Client and Contractor shall be
deemed equal 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
(a) Contractor represents and warrants to Client that (i) Contractor has the legal capacity to
execute, deliver and perform this Agreement, (ii) this Agreement is a valid and binding
agreement and is fully enforceable against Contractor, (iii) Contractor is not a party to any
agreement that would prevent his entering into this Agreement or performing his
obligations hereunder, (iv) Contractor’s performance of this Agreement will not breach any
confidentiality or other agreement, with any former employer or other third party, to which
Contractor is bound, (v) in performing the Services, Contractor shall not make any
unauthorized use of any confidential or proprietary information of any other person or
entity, and (vi) Contractor has not previously granted, pledged, or made any other
disposition to any person or entity, or any right, title or interest in or to the Work, and shall
not make sure any disposition to any person or entity other than Client.
(b) Client represents and warrants to Contractor that (i) Client has the legal capacity to
execute, deliver and perform this Agreement, (ii) this Agreement is a valid and binding
agreement and is fully enforceable against Client, (iii) Client is not a party to any
agreement that would prevent it from entering into this Agreement or performing its
obligations hereunder.

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Each Party (an “Indemnifying Party”) shall indemnify and defend the other Party and its affiliates
and their respective successors and assigns, and each of their respective officers, directors,
partners, managers, employees, stockholders, members, Contractors, attorneys, accountants,
representatives, and agents (collectively, the “Indemnified Parties”), in respect of, and hold them
harmless against, any and all claims, demands, causes of action, actions, proceedings,
judgments, debts, obligations, liabilities, damages, fines, fees, penalties, interest obligations,
taxes, deficiencies, losses, costs and expenses (including, without limitation, amounts paid to
enforce the provisions of this Section 5 and amounts paid in settlement, interest, court costs,
costs of investigators, fees and expenses of attorneys, accountants, financial advisors and other
experts, and other expenses) (collectively, “Damages”) incurred or suffered by any of the
Indemnified Parties arising out of, resulting from, relating to, or constituting (a) any fraud,
misrepresentation or breach of any provision of this Agreement (including, but not limited to, the
representations and warranties) by the Indemnifying Party, or (b) any gross negligence or willful
misconduct by the Indemnifying Party. In addition, and notwithstanding the foregoing, Contractor
shall reimburse and indemnify Client and hold Client harmless against any and all Damages
incurred by Client in connection with or arising out of (i) Contractor’s breach of any of Contractor’s
warranties, representations, or obligations set forth herein, or (ii) any claim by a third party that
the Work, or any portion thereof, infringes or otherwise violates any intellectual property, privacy,
or other rights of such party.
Client and Contractor agree that Contractor will perform the Services as an independent
Contractor, retaining reasonable control over and responsibility for Contractor’s own operations.
Contractor shall control the time, manner and place of performance of the Services. Without
limiting the foregoing, Contractor acknowledges and agrees that Contractor shall not have any
right to any compensation or benefits that Client grants its employees, including, without
limitation, any salary, pension, stock, bonus, profit sharing, insurance of any kind, health or other
benefits that are available to employees of Client. In addition, Contractor shall not use any sub-
Contractors to perform the Services hereunder and Contractor may not delegate any of his duties
hereunder. Contractor will not be considered an employee or agent of Client as a result of this
Agreement, nor will Contractor have the authority to contract in the name of or bind Client based
on the consulting relationship established hereunder.
(a) Notices. Any notice or other communication required or permitted hereunder shall be in
writing and shall be deemed to have been given when delivered by hand, within one (1)
business day of facsimile with receipt confirmed, within one (1) business day of transmission
by electronic mail or upon receipt when mailed by United States mail, registered or certified,
postage prepaid, return receipt requested, addressed to the Parties as set forth in the
signature pages hereof. A Party may change or supplement its address for the purposes of
receiving notice pursuant to this Section 7(a) by giving the other Parties written notice of the
new address in the manner set forth above.
(b) Entire Agreement; Modification. This Agreement, including the exhibits attached hereto, (i)
contains the complete and entire understanding and agreement of Contractor and Client with
respect to the subject matter hereof, (ii) supersedes all prior and contemporaneous
understandings, conditions and agreements, oral or written, express or implied, respecting the
engagement of Contractor in connection with the subject matter hereof, and (iii) may not be
modified except by an instrument in writing executed by a duly authorized representative of
each of Client and Contractor.

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(c) Assignment. Neither party may assign its rights or obligations under this Agreement without
the other party’s express written consent.
(d) Governing Law. This Agreement shall be construed according to the laws of New York,
United State of America without regard to conflict of laws provisions thereof. The parties
hereby submit to the jurisdiction of the USA and agree that courts in New York have the sole
and exclusive jurisdiction over any and all disputes and causes of action involving such party
that arise out of or relate to this Agreement or its performance. Should either party bring legal
action to enforce its rights under this Agreement, the prevailing party in such action shall be
entitled to recover from the losing party its reasonable attorneys’ fees and costs in addition to
any other relief to which such party is entitled.
(e) Severability. If any provision of this Agreement is declared by any court of competent
jurisdiction to be invalid for any reason, such invalidity shall not affect the remaining
provisions of this Agreement, which shall be fully severable, and given full force and effect.
(f) Attorneys’ Fees. In the event that there has been a breach of any provision of this Agreement
by any Party, the other Party will be entitled to recover its reasonable costs and attorneys’
fees in any legal proceeding to enforce the terms of this Agreement.
(g) Counterparts. This Agreement may be executed in counterparts and delivered by facsimile or
electronic transmission, each of which shall be deemed an original, but all of which, together,
shall constitute one and the same instrument.
(h) Survival. The provisions of Sections 2, 3, 4, 5, 6, 7, and 8 shall survive any termination or
expiration of the Engagement. The termination or expiration of the Engagement shall not
adversely affect the rights or obligations of the Parties to the extent accrued prior to such
termination or expiration.
(i) Further Assurances. Each Party shall take all actions and execute all documents reasonably
necessary to effectuate the purposes and intents of this Agreement.
(j) Beneficiaries. The benefits of this Agreement shall inure to the Parties, their respective
successors and permitted assigns, and the obligations and liabilities assumed in this
Agreement by the Parties shall be binding upon their respective successors and permitted

IN WITNESS WHEREOF, the Parties have executed this Agreement as a deed as of the day and year
first above written.

EXECUTED on behalf of CLIENT by:
1. ………………………………………………


EXECUTED on behalf of CONTRACTOR by:
1. ………………………………………………

[Insert your name]

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