Independent Contractor Agreement

February 21, 2024

    Independent Contractor Agreement

THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………

BETWEEN

  1. [Your Company/Business Name], with the principal address of [Address] hereinafter referred to as (the “Company”)

AND

  1. [Contractor’s Name], whose address is [Address] hereinafter referred to as (“Contractor”)

WHEREAS, the Company desires to engage the services of the Contractor to perform certain services for the Company; and

WHEREAS, the Contractor possesses the necessary skills, expertise, and experience to perform the services required by the Company; and

WHEREAS, the Contractor is an independent contractor and not an employee of the Company; and

WHEREAS, the Company and Contractor desire to set forth their understanding of the terms and conditions under which the Contractor will provide services to the Company

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties hereto agree as follows:

  1. SCOPE OF WORK:

Contractor agrees to perform the following services for Company;

[Brief description of the services to be performed]

  1. TERM OF CONTRACT:

This Agreement shall begin on [Start Date] and shall continue until [End Date], which shall be no later than July 31st, 2023, unless terminated earlier by either party in accordance with the termination provisions set forth below.

  1. TERMINATION:

This Agreement may be terminated by either party upon [Number] days written notice to the other party, or immediately upon notice in the event of:

  1. Theft of intellectual property
  2. Incomplete assignment
  3. Theft of funds or products
  4. Breach of confidentiality obligations
  5. Breach of any other material provision of this Agreement
  6. PAYMENT TERMS:

Company shall pay Contractor at a rate of fifteen dollars ($15) per hour for all services rendered under this Agreement. Contractor shall submit weekly invoices to Company for payment, which shall be due within [Number] days of receipt. Invoices shall include a detailed description of the services performed, the date and time of performance, and the number of hours worked.

  1. INTELLECTUAL PROPERTY:

Contractor acknowledges that all intellectual property developed, created, or discovered by Contractor in connection with the performance of services under this Agreement shall be the property of Company. Such intellectual property includes, but is not limited to, any and all formulas, recipes, processes, and techniques used or developed by Contractor in connection with the services provided under this Agreement. Contractor agrees to assign, and hereby assigns, all such intellectual property to Company, and agrees to execute any documents necessary to effectuate such assignment. Contractor shall maintain the confidentiality of all confidential and proprietary information of Company, and shall take all necessary precautions to prevent any unauthorized use or disclosure of such information.

  1. CONFIDENTIALITY:

Contractor agrees to keep confidential all confidential and proprietary information of Company, including but not limited to recipes, formulas, customer lists, and pricing information. Contractor shall not use any such information for any purpose other than the performance of services under this Agreement, and shall not disclose any such information to any third party without the prior written consent of Company.

  1. INDEMNIFICATION:

Contractor shall indemnify and hold harmless Company, its officers, directors, employees, and agents from any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with Contractor’s performance of services under this Agreement, including but not limited to any claims for infringement of intellectual property rights or misappropriation of trade secrets.

  1. DISPUTE RESOLUTION:

Any dispute arising out of or relating to this Agreement shall be resolved through mediation administered by the American Arbitration Association in accordance with its Commercial Mediation Procedures. If the dispute cannot be resolved through mediation, the parties agree to submit to the exclusive jurisdiction of the courts located in Georgia.

  1. GOVERNING LAW:

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. Any legal action or proceeding arising out of or in connection with this Agreement shall be brought in a court of competent jurisdiction located in the State of Georgia.

  1. ENTIRE AGREEMENT:

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, agreements, and understandings between the parties, whether written or oral.

  1. AMENDMENT AND WAIVER:

No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom enforcement is sought.

  1. COUNTERPARTS:

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

SIGNED by the parties:                                )

…………………………….                                      ) _________________

(NAME OF COMPANY-COMPANY)                       Signature

Date: ……………………….

AND

………………………………..                                )_________________

(NAME OF CONTRACTOR-CONTRACTOR)          Signature

Date: ……………………….

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