INDEPENDENT CONTRACTOR ENGAGEMENT AGREEMENT

This Independent Contractor Agreement (the “Agreement”) is made and entered into as of [DATE] (the “Effective Date”) by and between [COMPANY NAME], a [STATE] corporation, with its principal place of business at [ADDRESS] (the “Company”), and [CONTRACTOR NAME], an individual with a mailing address of [ADDRESS] (the “Contractor”).

RECITALS

WHEREAS, the Company desires to engage the Contractor as an independent contractor to provide operations services to the Company; and

WHEREAS, the Contractor desires to provide such services to the Company on the terms and conditions set forth in this Agreement.

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

  1. Services.
  • The Contractor shall provide operations services to the Company (the “Services”) in accordance with the terms and conditions of this Agreement. The Services shall include, but not be limited to:
    • Developing and implementing operational policies and procedures in accordance with industry standards and applicable laws and regulations;
    • Overseeing day-to-day operations of the Company, including managing staff and ensuring compliance with all applicable laws and regulations;
    • Developing and maintaining relationships with vendors and other third-party service providers;
    • Identifying and recommending areas for process improvement and implementing such improvements; and
    • Performing such other duties as may be reasonably requested by the Company from time to time.
  1. Compensation.
  • In consideration for the Services, the Company shall pay the Contractor a monthly retainer of [AMOUNT].
  • The retainer shall be payable on the [DAY] of each month.
  • In addition to the retainer, the Contractor shall be reimbursed for all reasonable and necessary expenses incurred in connection with the performance of the Services, provided that such expenses have been pre-approved by the Company in writing.
  1. Term and Termination.
  • The term of this Agreement shall commence on the Effective Date and shall continue until terminated as provided herein. Either party may terminate this Agreement upon [NOTICE PERIOD] days’ written notice to the other party.
  • In the event of termination, the Contractor shall be entitled to receive payment for all Services rendered prior to the effective date of termination.
  • Termination shall not relieve the Contractor of any obligations incurred prior to the effective date of termination, including but not limited to, any obligations relating to confidentiality, ownership, or intellectual property.
  • Upon termination, the Contractor shall immediately return to the Company all confidential information and any other property of the Company in its possession or control.
  1. Relationship of Parties.
  • The relationship between the Company and the Contractor is that of independent contractors.
  • The Contractor is not an employee, agent, or partner of the Company and has no authority to act on behalf of the Company or to bind the Company in any manner whatsoever.
  • This Agreement does not create an employment relationship, agency, partnership, joint venture, or any other form of legal association between the parties.
  • The Contractor acknowledges and agrees that it is solely responsible for all taxes, insurance, and other obligations that may arise as a result of its performance under this Agreement.
  • The Contractor shall indemnify and hold the Company harmless from any claims or liabilities arising out of or in connection with the Contractor’s failure to comply with any laws, regulations, or obligations applicable to independent contractors.
  1. Confidentiality.
  • Definition. “Confidential Information” means any and all information, data, documents, materials, or other items that are disclosed to Contractor or that come into Contractor’s possession or knowledge in connection with the performance of the Services, whether or not marked as “confidential,” including but not limited to information about the Company’s business operations, financial information, trade secrets, client and patient information, and other proprietary or confidential information.
  • Obligations. Contractor agrees to maintain the confidentiality of all Confidential Information and to use such information solely for the purpose of performing the Services under this Agreement. Contractor shall take all necessary steps to protect the confidentiality of the Confidential Information, including but not limited to:
    • keeping all Confidential Information in a secure location;
    • limiting access to Confidential Information to only those individuals who have a need to know in order to perform the Services;
    • taking appropriate measures to safeguard the confidentiality, privacy, and security of all Confidential Information, including but not limited to complying with all applicable data protection laws, regulations, and industry standards;
    • not disclosing, publishing, or otherwise making available any Confidential Information to any third party without the prior written consent of the Company; and
    • returning or destroying all Confidential Information promptly upon the termination of this Agreement, or at any other time upon request by the Company.
  • Exceptions. The obligations of confidentiality and non-disclosure set forth in this Section shall not apply to any information that:
    • is already known to Contractor prior to disclosure by the Company;
    • is or becomes publicly known through no fault of Contractor;
    • is obtained from a third party without breach of any obligation of confidentiality;
    • is required to be disclosed by applicable law, regulation, or court order, provided that Contractor provides the Company with prompt notice of such requirement and cooperates with the Company in seeking a protective order or other appropriate remedy to prevent or limit such disclosure; or
    • is necessary for Contractor to perform the Services under this Agreement, provided that Contractor first obtains the Company’s written consent to such disclosure.
  • Injunctive Relief. Contractor acknowledges that any breach of the obligations of confidentiality and non-disclosure under this Agreement may cause irreparable harm to the Company for which monetary damages may be inadequate, and the Company may seek injunctive relief and other equitable remedies to enforce the provisions of this Section.
  • Survival. The obligations of confidentiality and non-disclosure set forth in this Section shall survive the termination of this Agreement for any reason.

 

  1. Representations and Warranties.
  • The Contractor represents and warrants to the Company that:
    • Contractor has the necessary skills, qualifications, and expertise to perform the Services and will perform the Services in a professional and workmanlike manner consistent with industry standards.
    • Contractor is in compliance with all applicable laws, regulations, and professional standards that apply to the performance of the Services under this Agreement.
    • Contractor will comply with all policies, procedures, and guidelines of the Company, including but not limited to those relating to confidentiality, data privacy, and security.
    • Contractor is not bound by any agreement or obligation that conflicts with the performance of the Services under this Agreement, and the execution and delivery of this Agreement and the performance of the Services will not violate any rights of any third party.
    • Contractor shall perform the Services in compliance with applicable health and safety laws, regulations, and industry standards, and take all necessary precautions to ensure the health and safety of its personnel, Company personnel, and any individuals who may be affected by the Services.
    • Contractor will maintain all required licenses, certifications, and registrations necessary to perform the Services under this Agreement, and will provide evidence of such licenses, certifications, and registrations upon request by the Company.
    • Contractor will promptly notify the Company in writing of any actual or potential conflicts of interest, or any circumstances that may impair or appear to impair Contractor’s ability to perform the Services in a professional and impartial manner.
    • Contractor will maintain adequate and appropriate insurance coverage, including but not limited to general liability insurance, workers’ compensation insurance, and professional liability insurance, to protect against claims arising from or related to the Services.
    • Contractor will comply with all applicable data protection laws, regulations, and industry standards, and will protect the confidentiality, privacy, and security of any data or information provided by the Company or its clients.
    • Contractor will promptly inform the Company of any errors or discrepancies in any work product delivered to the Company, and will promptly correct any such errors or discrepancies at Contractor’s own expense.
    • Contractor will use its best efforts to ensure that all deliverables and work product under this Agreement are free from any defects or errors and conform to the specifications and requirements set forth in this Agreement.
    • Contractor represents and warrants that it has not been debarred, disqualified, or excluded from participation in any government or other public contracts, programs, or activities, and that it will not engage in any activities that could result in such debarment, disqualification, or exclusion.
  • Contractor’s representations and warranties set forth in this Agreement shall survive the termination or expiration of this Agreement for a period of [NUMBER] years.
  1. Limitation of Liability.
    • Contractor shall not be liable to Company for any indirect, incidental, special, or consequential damages arising out of or in connection with this Agreement, regardless of whether such damages were foreseeable or whether Company has been advised of the possibility of such damages.
    • The maximum liability of Contractor to Company under this Agreement shall be limited to the amount of compensation paid by Company to Contractor during the six-month period immediately preceding the event giving rise to the claim.

 

    • Contractor agrees to indemnify, defend, and hold harmless Company, its officers, directors, employees, and agents from and against any and all claims, demands, suits, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with Contractor’s performance of the Services under this Agreement, or any breach by Contractor of any of its representations, warranties, or obligations under this Agreement.

 

  1. Governing Law and Venue.
    • In the event of any dispute arising out of or in connection with this Agreement, the parties shall use their best efforts to resolve such dispute through good faith negotiations. This Agreement shall be governed by and construed in accordance with the laws of the State of [STATE], without giving effect to any principles of conflicts of law.
    • Any legal action or proceeding arising out of or in connection with this Agreement shall be brought exclusively in the state or federal courts located in [COUNTY], [STATE], and each party hereby consents to the exclusive jurisdiction and venue of such courts.

 

    • All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, by overnight courier, or by certified or registered mail, postage prepaid, return receipt requested, to the addresses specified below, or to such other addresses as may be designated in writing by either party:

To Company: [Insert Company Name and Address]

To Contractor: [Insert Contractor Name and Address]

  1. Entire Agreement.
    • This Agreement, together with any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements between the parties, whether written or oral.
    • This Agreement may not be amended except in writing signed by both parties.

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

[Insert Company Name]

By: ______________________________

Name: ____________________________

Title: _____________________________

[Insert Contractor Name]

By: ______________________________

Name: ____________________________

Title: _____________________________

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