INDEPENDENT CONTRACTOR AGREEMENT
BETWEEN
__________________________ (THE “COMPANY”)
AND
_________________________ (THE “CONTRACTOR”)
__________________________________________________________________________________
THIS AGREEMENT is made on the …………..day of………….20……., (hereinafter, “Effective
Date”) entered into by the Company and the Contractor (Company and Contractor 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:
1. COMMENCEMENT AND DURATION
This agreement shall be valid from the Effective Date until _______________date.
2. SERVICES
The Services provided by the Contractor to the Company are:
__________________________________________________________________________________
The Contractor shall use reasonably good faith efforts in providing the services.
3. CONTRACT SUM
The Company will pay the Contractor $_____________ on or before ___________date for the
services rendered.
4. 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.
5. INDEMNIFICATION
The Client agrees to indemnify, hold harmless and defend the Company and its directors, officers,
employees, and agents from and against any incidental, consequential, indirect or special damages, or
for any loss of profits or business interruptions caused or alleged to have been caused by the
performance or nonperformance of the services.
6. INDEPENDENT CONTRACTOR
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. The Company is not required to pay or make any
contributions to any social security, local, state, or federal tax, unemployment compensation, workers
compensation, insurance premium, profit-sharing, pension, or any other employee benefit for the
Contractor during the term. The Contractor is responsible for paying and complying with reporting
requirements for all local, state, and federal taxes related to payments made to the Contractor under
this agreement. The Contractor hereby agrees that it will not represent to any third party that its
engagement by the Company is in any capacity other than as an independent contractor.
7. NON-ASSIGNMENT
The Contractor shall not transfer or assign this agreement without the Company's consent. However,
the Company may transfer or assign this agreement or subcontract its obligations hereunder at any
time without the Contractor's consent. If the Company does so, anyone to whom the Company
transfers, assigns, or subcontracts any or all of its obligations will have all of the Company's rights
with respect to such obligations.
8. 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.
9. DISPUTE RESOLUTION
Parties agree to settle disputes under this Agreement through Arbitration under the rules of the
American Arbitration Association.
10. TERMINATION
Either Party may terminate this agreement after serving a written notice of __________days.
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.
11. 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.
12. CHANGES TO THE AGREEMENT
Either Party may request changes to the agreement, but they will only be effective if agreed in writing,
signed by all Parties, and recorded. If any ambiguity is found in the agreement or various documents
forming this agreement, the Parties shall issue any necessary clarification or instruction.
13. NO WAIVER
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.
14. SEVERABILITY
The provisions of this agreement are severable. If any provision is held to be invalid or unenforceable,
it shall not affect the validity or enforceability of any other provision.
15. COUNTERPARTS
This agreement may be executed in any number of counterparts, each of which shall be deemed to be
an original and all of which taken together shall constitute one instrument.
16. ENTIRE AGREEMENT
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. All documents annexed to this agreement shall be subject to the terms under this
agreement, provided that the Parties append their signatures on the documents. The Parties will
exercise utmost good faith in this agreement.
17. HEADINGS
The article and section headings in this agreement are for convenience; they form in no part of this
agreement and shall not affect its interpretation.
18. PRONOUNS
All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter,
singular, or plural, as the identity of the person or entity may require. As used in this agreement: words
of the masculine gender shall mean and include corresponding neuter words or words of the feminine
gender, and words in the singular shall mean and include the plural and vice versa.
19. NOTICES
Any notice required to be given between the Parties pursuant to the provisions of this Agreement shall
be in writing and shall be deemed duly given:
(i) if delivered by hand and receipted for by the party addressee, on the date of such receipt,
(ii) (ii) if mailed by domestic certified or registered mail with postage prepaid, on the third
business day after the date postmarked, or
(iii) sent by email.
at the following addresses 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. Any notice
delivered by email shall request a receipt thereof confirmed by email or in writing by the recipient, and
the effective date of such notice shall be the date of receipt, provided such receipt has been confirmed
by the recipient.
Company: _________________________________________________________________________
Contractor: ________________________________________________________________________
20. CONTRACTOR ACKNOWLEDGEMENTS
The Contractor acknowledges that they have been provided with the opportunity to negotiate this
agreement and to seek legal counsel before signing this agreement. In addition, the Contractor
acknowledges that the restrictions imposed are fair, reasonable, and necessary to protect the
Company's legitimate business interests and will not place an undue burden upon their livelihood in
the event of enforcement of the restrictions. The Contractor also acknowledges that they have entered
into this agreement with the capacity and authority to contract freely and voluntarily.
21. GOVERNING LAW
This Agreement shall be governed in all respects by the laws of the Company's jurisdiction and its
courts without regard to its conflict of law provisions.
IN WITNESS WHEREOF, each of the Parties has executed this agreement, as of the day and year
set forth below.
Signed by the duly authorized representative of
the COMPANY
Signature:
Name:
Designation:
Date:………………………………………………….
Signed by the duly authorized representative of
the CONTRACTOR
Signature :
Name:
Designation:
Date:…………………………………………….……
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