This INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made and entered
into as of [insert date], by and between [insert name of company/Partnership]. (the
“Company”), with its principal place of business located at [insert address], and [insert name
of the contractor] (“Independent Contractor”), an individual with his principal place of
business located at [insert address].


WHEREAS, the Company is [insert a description of the company/partnership]; and
WHEREAS, the Contractor is [insert a description of the Contractor]; and
WHEREAS, the Company desires to engage the services of Independent Contractor on
a non-exclusive, short-term basis to [insert details].

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 services described further herein.
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
thirty (30) days written notice to the other.

3. Fees and Expenses; Services.
3.1 Fees. During the Term, the Company shall pay Independent Contractor as follows:
3.1.1 For services performed during the Term, the Company will pay
Independent Contractor at the rate of [insert amount] weekly, payable every
Sunday of each week, 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 Independent Contractor
performs services for Company during the Term, in excess of the agreed
hours in any week, the Company will pay $[insert amount] per hour for each
such excess hour of service performed. Such payment will be made within
two (2) days of the submission of the report of hours incurred.

3.2 Supplies and Equipment. Except to the extent that the Company may determine it
to be more convenient for Independent Contractor to use equipment and supplies already
owned by the Company at site(s) where Independent Contractor is performing services,
Independent 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. Independent 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.
4.2 Best Efforts. Independent Contractor agrees to use his best efforts in providing
services under the terms of this Agreement.
4.3 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 clients 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

6. Conflicts of Interest and Ethical Conduct.
6.1 Performance of Services for Competitors. Independent Contractor will notify the
Company immediately if, during the Term, he engages, or proposes to engage, in the
performance of services for any competitor of Company, or any vendor to or customer of the
Company. If Independent Contractor performs services, whether as an employee or an
independent contractor, for a competitor of Company during the Term of this Agreement,
Company may terminate this Agreement immediately and without further obligation.
Additionally, to avoid the appearance or existence of a conflict of interest, during the Term,
Independent Contractor must fully disclose in advance to Company the terms of any
proposed or actual services for a vendor or customer of Company, and Company shall have
the right in its sole discretion to disapprove the transaction on conflict of interest grounds, or
alternatively to terminate this Agreement immediately and without further obligation to
Independent Contractor.
6.2 Compliance with Applicable Laws. Independent Contractor, in his performance
under this Agreement, shall comply with all applicable federal, state, and local laws and

6.3 Solicitation of Company Personnel. Independent Contractor agrees to refrain from
any solicitation or recruitment (directly or indirectly) of any of Company’s employees during
the term of this Agreement and for a period after the expiration or termination of this
Agreement equal in duration to the duration of this Agreement. General solicitation, not
directed at Company’s employees, will not constitute a violation of this Section.
6.4 Conditions Imposed by Company’s Customers or Vendors. Company’s customers
or vendors may from time to time impose restrictions or conditions, including conditions of
confidentiality, on Company and personnel working with the Company. Independent
Contractor agrees that such terms and conditions, of which he has been notified in writing,
form an integral part of this Agreement, and Independent Contractor covenants and agrees
to accept and comply with such additional terms and conditions.
7. Confidentiality and Non-Disclosure.
7.1 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.
7.2 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
7.3 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.
7.4 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.

8. 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.
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
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
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 [insert details] 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.
[insert name of company/partnership]
[insert representative’s name]
[insert name of Contractor]

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