INDEPENDENT CONTRACTOR AGREEMENT

This INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is made and entered
into as of [insert date] (the “Effective Date”), by and between [insert your name], whose place
of business is [insert your address], (“[INSERT YOUR NAME/NAME OF YOUR
COMPANY]”) and [insert full name of the Contractor], whose address is at [insert
his/her address] (“Contractor”). Each of [insert your name/name of your company] and
Contractor are sometimes referred to individually as a “Party” or collectively as the “Parties.”

RECITALS
A. [INSERT YOUR NAME/NAME OF YOUR COMPANY], is [insert your description and
the business you do in relation to this agreement] and wishes to engage the services of
the Contractor; and
B. Contractor has agreed to provide certain services to [INSERT YOUR NAME/NAME OF
YOUR COMPANY] on the terms set forth in this Agreement.
Therefore, the Parties agrees as follows:

AGREEMENT
1. ENGAGEMENT; SERVICES
[INSERT YOUR NAME/NAME OF YOUR COMPANY] hereby engages Contractor to provide
during the Term (as defined in Section 3, below) the services set forth herein below:
(collectively, the “Services”).
The Contractor is required to do and complete the following:
a. [insert a description of the services that the Contractor is supposed to provide for you]
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.
2. COMPENSATION; EXPENSES
(a) Fee. As consideration for the Services, [INSERT YOUR NAME/NAME OF YOUR
COMPANY] shall pay Contractor, a total fee in an amount equal to [insert the amount].
(b) Business Expenses. [INSERT YOUR NAME/NAME OF YOUR COMPANY] 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 [INSERT YOUR NAME/NAME OF YOUR COMPANY], and (ii) Contractor submits to
[INSERT YOUR NAME/NAME OF YOUR COMPANY] appropriate supporting documentation for
all such expenses in accordance with [INSERT YOUR NAME/NAME OF YOUR COMPANY]’
policies and procedures.

(c) Tax Matters. [INSERT YOUR NAME/NAME OF YOUR COMPANY] and Contractor agree
that Contractor shall be treated as an independent Contractor, and not as an employee of
[INSERT YOUR NAME/NAME OF YOUR COMPANY], 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, except to the extent [INSERT YOUR NAME/NAME OF YOUR
COMPANY] reasonably determines that any such withholdings, deductions, or offsets are
required by applicable law. Contractor hereby covenants and agrees that
Contractor shall be solely responsible for all income taxes, payroll taxes, and other withholdings
(both employer and employee portions) with respect to all fees paid by [INSERT YOUR
NAME/NAME OF YOUR COMPANY] hereunder, and agrees to indemnify and hold [INSERT
YOUR NAME/NAME OF YOUR COMPANY] harmless from and against any and all loss,
liability, claim, cause of action, suit, fine, damage, judgment, cost or expense (including
reasonable attorneys’ fees) arising out of or in connection with any tax liability or other tax
obligations relating to payments made to Contractor pursuant to this Agreement, including,
without limitation, any such taxes and withholdings imposed as a result of any claim or
determination by any taxing authority or otherwise that Contractor is not an independent
Contractor with respect to the services performed hereunder.

3. TERM
(a) Term. The Engagement shall be for a [insert term period] period commencing on [insert
commencement date] and ending on [insert end date], unless terminated in accordance with
Section 3(b).
(i) Termination. The Engagement may be terminated by: (i) the mutual, written consent
of [INSERT YOUR NAME/NAME OF YOUR COMPANY] 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 ten (10)
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(i), shall no longer
have any force or effect. Upon the termination of the Engagement, [INSERT YOUR
NAME/NAME OF YOUR COMPANY] shall (i) pay to Contractor, no later than fifteen (15)
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.
4. PROPRIETARY RIGHTS
(a) Work.
(i) Definition. 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
[insert your name/name of your company] 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 [insert your name/name of your
company], will collectively and individually be referred to as the “Work.” Notwithstanding the
foregoing, the parties acknowledge and agree that any minor reformulations or minor
enhancements of Contractor’s existing products shall not constitute Work hereunder. Contractor
agrees to disclose promptly in writing to [insert your name/name of your company] all inventions
created, conceived, developed or reduced to practice by Contractor, while Contractor is
operating on [insert your name/name of your company] behalf and within the scope of Services
listed in Clause 1 above.
(ii) Nonassignable Inventions. Notwithstanding any provision of this Agreement to
the contrary, this Agreement does not apply to Work which qualifies fully as a nonassignable
invention under the provisions of applicable law.

(b) Proprietary Rights.
(i) Work Made for Hire. Contractor understands and agrees that (i) to the extent
permitted by law, applicable portions of the Work shall be deemed a “work made for hire” within
the meaning of that term under United States Copyright Act, 17 U.S.C. §§ 101 et seq., as
amended or superseded, and (ii) [insert your name/name of your company] shall be deemed the
exclusive owner 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.
(ii) Assignment. Contractor assigns and transfers to Josh with [insert your
name/name of your company], effective as of the date of its creation, any and all rights, title and
interest Contractor may have or may acquire in and to the Work (including, but not limited to,
any Work not deemed, for whatever reason, to have been created as a work made for hire), 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 inventions, patents, patent
applications, copyrights, copyright registrations, trade secrets, know-how and other intellectual
property rights in the Work, and the right to prosecute and recover damages for all past, present
and future infringements or other violations of the Work.
(iii) Use of the Work. [insert your name/name of your company] shall have the
unrestricted right to use, display, publish, perform, record, copy, broadcast, transmit, distribute,
augment, subtract from, modify, distort, translate, transfer, combine with other information or
materials, create derivative works based on, sell, or otherwise exploit for any purpose, the Work
and any portion thereof, in any manner or media throughout the world, as [insert your
name/name of your company] may in its sole discretion determine. Contractor hereby
irrevocably waives and assigns [insert your name/name of your company] any and all so-called
moral rights or “droit moral” Contractor may have in or with respect to any Work.
Notwithstanding the foregoing, nothing contained herein will require [insert your name/name of

your company] to exercise or exploit any of Josh with [insert your name/name of your company]
rights in or to the Work.
(iv) Contractor’s Use of Work. Contractor shall not at any time without [insert your
name/name of your company] prior written consent, except as required in the performance of
Contractor’s responsibilities on behalf of [insert your name/name of your company], (i)
reproduce, display, publish, perform, record, broadcast, transmit, distribute, modify, translate,
combine with other information or materials, create derivative works based on, exploit
commercially, disclose, or otherwise use the Work, in any manner or medium whatsoever; or (ii)
disclose or publicize the terms of this Agreement.
(v) Further Documentation. Upon [insert your name/name of your company] request,
Contractor shall, at [insert your name/name of your company] expense, promptly execute and
deliver to [insert your name/name of your company] any and all necessary documentation,
including, but not limited to, assignments, declarations for patent applications, copyright
registrations, or such other documents as are necessary to effectuate the purposes of this
Agreement and to vest in [insert your name/name of your company] ownership of all Work.
Contractor hereby irrevocably appoints [insert your name/name of your company] as
Contractor’s attorney-in-fact with full power to execute, acknowledge, deliver and record any
and all such documents Contractor fails to execute within five (5) business days after [insert
your name/name of your company] request therefor. This appointment shall be a power coupled
with an interest and is irrevocable.

(c) Proprietary Information.
(i) Contractor agrees to retain in confidence all information relating to [insert your name/name of
your company], including, but not limited to, any of [insert your name/name of your company]
proprietary information, technical data, trade secrets, know-how, research, product plans,
products, services, works of original authorship, photographs, negatives, digital images,
software, computer programs, ideas, research, developments, inventions (whether or not
patentable), processes, formulas, technology, designs, drawings, engineering, hardware
configuration information, forecasts, strategies, marketing, finances or other business
information (“Proprietary Information”). Except as is reasonably necessary in the performance of
Contractor’s obligations to [insert your name/name of your company], Contractor agrees not to
use the Proprietary Information. Notwithstanding the foregoing, Proprietary Information shall not
include any information that: (A) was in or entered the public domain through no fault of
Contractor and not in violation of this Agreement; or (B) is disclosed to Contractor by a third
party legally entitled to make such disclosure without violation of any obligation of confidentiality.
In the event that Contractor is requested pursuant to, or required by, applicable law or regulation
to disclose any Proprietary Information or any other information concerning [insert your
name/name of your company], Contractor shall provide [insert your name/name of your
company] with prompt written notice of such request or requirement in order to enable [insert
your name/name of your company] (i) to seek an appropriate protective order or other remedy,
(ii) to consult with Contractor with respect to [insert your name/name of your company] taking
steps to resist or narrow the scope of such request or (iii) to waive compliance, in whole or in
part, with the terms of this Agreement. In the event that such protective order or other remedy is
not obtained, or [insert your name/name of your company] waives compliance, in whole or in

part, with the terms of this Agreement, Contactor shall use commercially reasonable efforts to
disclose only that portion of the Proprietary Information that is legally required to be disclosed
and to ensure that all Proprietary Information that is so disclosed will be accorded confidential
treatment. All right, title and interest in and to the Proprietary Information will remain the
exclusive property of [insert your name/name of your company]. Nothing in this Agreement will
be construed to grant Contractor any rights to or license under the Proprietary Information or
under any related patent, patent application, trademark, copyright, know-how, or other
intellectual property of [insert your name/name of your company].

(ii) Nature of Proprietary Information. Contractor acknowledges and agrees that the Proprietary
Information protected by this Agreement is of a special, unique, unusual, extraordinary and
intellectual character that money damages would not be sufficient to avoid or compensate for
the unauthorized use or disclosure of the Proprietary Information or the breach of the covenants
herein; and that specific performance, injunctive relief, and other equitable relief would be
appropriate to prevent any actual or threatened use or disclosure of the Proprietary Information
or breach of the covenants herein. Contractor also acknowledges that the interests of [insert
your name/name of your company] in and to its Proprietary Information may be irreparably
injured by disclosure of such Proprietary Information. The remedies stated above may be
pursued in addition to any other remedies available at law or in equity for breach of this
Agreement, and the Contractor agrees to waive any requirement for the securing or posting of
any bond or other security in connection with such remedy. Should litigation be instituted to
enforce any provision hereof, the prevailing party will be entitled to recover all costs, including,
without limitation, reasonable legal fees, cost of investigation and cost of settlement.
(iii) Return of Proprietary Information. [insert your name/name of your company] may elect at
any time to terminate further access to its Proprietary Information. Upon request, Contractor will
return to [insert your name/name of your company] all Proprietary Information in any form and
promptly destroy any and all material or information derived from the Proprietary Information,
including any copies, electronic embodiments and notes thereof.
(iv) Non-Solicitation. During the Term and for one (1) year thereafter, Contractor shall not
encourage or solicit any employee, independent contractor, vendor, or client of [insert your
name/name of your company] to leave or terminate its relationship with [insert your name/name
of your company] for any reason.

4. REPRESENTATIONS AND WARRANTIES OF CONTRACTOR
Contractor represents and warrants to [INSERT YOUR NAME/NAME OF YOUR COMPANY]
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 [INSERT YOUR NAME/NAME OF YOUR COMPANY].
[INSERT YOUR NAME/NAME OF YOUR COMPANY] represents and warrants to Contractor
that (i) [INSERT YOUR NAME/NAME OF YOUR COMPANY] 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 [INSERT YOUR NAME/NAME OF YOUR COMPANY], (iii) [INSERT
YOUR NAME/NAME OF YOUR COMPANY] is not a party to any agreement that would prevent
it from entering into this Agreement or performing its obligations hereunder.

5. INDEMNIFICATION
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 [INSERT YOUR NAME/NAME OF YOUR COMPANY]
and hold [INSERT YOUR NAME/NAME OF YOUR COMPANY] harmless against any and all
Damages incurred by [INSERT YOUR NAME/NAME OF YOUR COMPANY] 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.

6. INDEPENDENT CONTRACTOR; NO AGENCY
[INSERT YOUR NAME/NAME OF YOUR COMPANY] 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
[INSERT YOUR NAME/NAME OF YOUR COMPANY] 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 [INSERT YOUR NAME/NAME OF YOUR
COMPANY]. 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 [INSERT YOUR NAME/NAME OF YOUR COMPANY] as a

result of this Agreement, nor will Contractor have the authority to contract in the name of or bind
[INSERT YOUR NAME/NAME OF YOUR COMPANY] based on the consulting relationship
established hereunder.

7. MISCELLANEOUS
(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 [INSERT
YOUR NAME/NAME OF YOUR COMPANY] 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 [INSERT YOUR NAME/NAME OF YOUR
COMPANY] and Contractor.
(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 the State of
Michigan and/or North Dakota without regard to conflict of laws provisions thereof. The parties
hereby submit to the jurisdiction of the state and federal courts in Michigan and/or North Dakota
and agree that said courts 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(c), 3(c), 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 assigns.
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 [INSERT YOUR
NAME/NAME OF YOUR COMPANY] by:
1. ………………………………………………

Signature
………………………………………….

EXECUTED on behalf of CONTRACTOR by:

1. ………………………………………………

Signature

……………………………………….
[Contractor]

At Legal writing experts, we would be happy to assist in preparing any legal document you need. We are international lawyers and attorneys with significant experience in legal drafting, Commercial-Corporate practice and consulting. In the last few years, we have successfully undertaken similar assignments for clients from different jurisdictions. If given this opportunity, The LegalPen will be able to prepare the legal document within the shortest time possible. You can send us your quick enquiry ( here )