This INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made and entered into as of [insert date], by and between [INSERT NAME OF THE COMPANY] (the “Company”), whose address is at [insert address], and [INSERT NAME OF THE INDEPENDENT CONTRACTOR] (“Independent Contractor”), whose address for the purposes of this agreement shall be [insert address].
RECITALS
WHEREAS, Company is an auto repair shop that [insert a description of the Company]; and
WHEREAS, the Contractor is [insert a description of the Contractor]; and
WHEREAS, the Company desires to engage the services of Contractor on a non-exclusive, basis to perform the services provided under this agreement. [insert further description]
AGREEMENT
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:
- Engagement. The Company hereby engages the services of Independent Contractor, and Independent Contractor agrees to provide, the following services;
- Developed repair order sheets for customers;
- Transfer the customer and car information into the shop management system;
- Generate invoices for customer;
- Perform the services of the parts manager by ordering aftermarket parts and used parts for the Company.
- Supply some of the parts to them through my comapany and others orders are through the shops commercial account.
- [insert additional services that the Contractor is expected to perform];
- Term and Termination.
- 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.
- Termination. Notwithstanding anything in this Agreement to the contrary:
- 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
- The Term may be terminated without cause by either party upon 30days written notice to the other.
- Fees and Expenses; Services.
- During the Term, the Independent Contractor shall be entitled to the following:
- For services performed during the Term, the independent contractor will receive [insert amount].
- In the event Company requests, and Independent Contractor performs services for Company during the Term, in excess of the agreed, the Company will pay $[insert amount] for such excess service performed.
- During the Term, the Independent Contractor shall be entitled to the following:
- Supplies and Equipment. The Company shall provide all the equipment necessary for the Contractor to use during the event, unless otherwise agreed upon by the parties
- Additional Requirements for Services to Be Performed.
- Best Efforts. Independent Contractor agrees to use his best efforts in providing services under the terms of this Agreement.
- 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.
- Independent Contractor Relationship.
- 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.
- Non–exclusivity of Services Other Than to Competitors. This Agreement shall not restrict Independent Contractor from performing services for other Companies 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 Company.
- Compliance with Applicable Laws. Independent Contractor, in his performance under this Agreement, shall comply with all applicable federal, state, and local laws and regulations.
- Proprietary Rights. The Parties agree that that (i) to the extent permitted by law, applicable portions of the Work shall be deemed a “work made for hire”, and (ii) both parties shall be deemed the exclusive 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 registrations. Both will have the rights to use the digital content so long as it is behind a paywall/ charged for.
- Confidentiality and Non-Disclosure.
- 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.
- 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 Agreement.
- 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.
- 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.
- 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.
- Miscellaneous.
- 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.
- 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.
- 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.
- 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 representatives.
- 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.
- 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 state] 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.
/s/_________________________
[INSERT NAME OF REPRESENTATIVE]
[insert name of the Company]
[date]
/s/_________________________
[insert name of the Independent Contractor]
[date]
