THIS INDEPENDENT CONTRACTOR SERVICE AGREEMENT IS MADE ON THIS ………DAY OF APRIL,
2021
BETWEEN
ANDREA’ F. PATRICK
1809 ARMSTRONG DRIVE, ALLEN, TEXAS
75002
-AND-
(Client’s Name)
[Address]
[Email]
INDEPENDENT CONTRACTOR SERVICE AGREEMENT
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INDEPENDENT CONTRACTOR SERVICE AGREEMENT
THIS INDEPENDENT CONTRACTOR SERVICE AGREEMENT (the “Agreement”) is made and
entered into on…………day of……………Two Thousand and Twenty-One (2021)
BETWEEN;
Andrea’ F. Patrick, an individual currently conducting their business under the laws of
Texas, with its office located at 1809 Armstrong Drive, Allen, Texas 75002 and hereinafter
referred to as the “Contractor” of the one part
AND
___________________________(The Client) an individual/company of address
and who/which deals with _ of the other part. This party shall hereafter
be referred to as the “Client”
WHEREAS;
A. The Contractor possesses expertise in the digital space and has skills including;
Marketing Consulting/Coaching
Marketing Strategy Development
Video Production
Website Development
Podcast Production
Email Marketing Services
Brand Development
Social Media Management
B. The Client is desirous on engaging the Contractor herein on a job that is within his
expertise, and which such client will specify at the time of issuing instructions to the
Contractor.
C. The Contractor is independent and shall not be deemed to be an employee of the
Client at any time.
D. The parties have agreed to be bound by the terms of this written Agreement as well
any other that may be agreed upon in writing.
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NOW, THEREFORE, in consideration of the mutual promises, covenants, and conditions
contained herein, the sufficiency of which is hereby acknowledged, IT IS HEREBY AGREED AS
FOLLOWS:
- DEFINITIONS AND INTERPRETATION
1.1. In this Agreement, except to the extent expressly provided otherwise:
“Agreement” means this Agreement and any amendments to this Agreements which may
be made from time to time;
“Effective Date” means the date of execution of this Agreement;
“Proprietary or Confidential Information” includes, without limitation, (i) written or
oral contracts, business methods, business policies, computer retained information,
notes, or financial information among other related documents.
“Intellectual Property Rights” means any rights in patent, copyright, trademark and
trade name, related registrations, applications for registration and trade secrets, moral
rights and goodwill.
1.2. Any annexures or schedules to this Agreement shall form an integral part of and be
construed in accordance with this Agreement.
1.3. Reference to any Party hereto shall, where the context admits, be deemed to include,
as appropriate, its permitted successors, personal representatives or assigns.
1.4. The headings in this Agreement are included for convenience only and shall not affect
the interpretation or construction of this Agreement.
1.5. Words denoting the singular shall include the plural and vice versa.
1.6. Words denoting any gender shall include a reference to each other gender. - SCOPE OF SERVICES
2.1. The Client shall instruct the Contractor on the nature of services required upon which
the Contractor shall implement.
2.2. The Contractor’s expertise is not limited to the fields set out in A above and the Client
shall be at liberty to make inquiries as to whether the Contractor possesses a skill that
is not listed thereon.
2.3. Whereas the Contractor undertakes to deliver excellent work, the Contractor does not
make warranty on a particular outcome. The Contractor will however from his vast
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experience and expertise guide the Client to realize the best possible outcome in the
circumstances.
2.4. The Contractor shall not be liable for any loss or damage that may arise due to following
the Client’s instructions. Should the Contractor be implicated in such liability, the
Client will indemnify and hold the contractor harmless against the liability.
2.5. The Contractor is independent and shall not be deemed to be the Client’s employee. As
such, the Client shall allow the Contractor to work in such independence without
imposing restrictions including but not limited to time and methodology.
2.6. Notwithstanding Clause 2.5 above, the Client shall be at liberty to make any request
pertaining to how the Contractor shall conduct the work. The Contractor shall not
unreasonably refuse such request.
- CONTRACTOR STAFF
3.1. The Contractor may use the services of his own employees or agents (the “Contractor
Staff”) in the performance of the Services; however, the Contractor shall be solely
responsible for all costs associated with the Contractor Staff. Contractor agrees that
all Contractor Staff shall be compensated, taxes withheld, and other benefits made
available as required by applicable law and regulations.
3.2. The Contractor represents and warrants to Company that the Contractor Staff will
have (a) sufficient expertise, training and experience to perform the Services; and (b)
executed agreements which state that (i) all work done by the employee will be a
work made for hire, as that term is defined under U.S. copyright law, and will be
owned by the Contractor; and (ii) the employee assigns all rights in and to all work
done by the employee to Company. Contractor shall require all employees who
perform Services and/or have performed Services hereunder to (1) be bound by the
same standards of confidentiality as Contractor. - WORK PRODUCT OWNERSHIP
Any copyrightable works, ideas, discoveries, inventions, patents, products, or other
information (collectively the “Work Product”) developed in whole or in part by Contractor in
connection with the Services will be the exclusive property of the Contractor
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- CONSIDERATION
5.1. Both Parties agree that any payment referred to in this Contract must be made in US
DOLLARS.
5.2. The Client agrees to pay a security deposit of $(_) via CC, check or direct
deposit addressed to the Contractor’s bank.
5.3. Both Parties agree that the Client will be invoiced for every service completed and
has agreed to pay each successive service in instalments in accordance with the date
set forth in each invoice. Amounts that are past due will be subject to a late fee of
(10) % of the overall total of that particular invoice.
5.4. In the event that this Contract is terminated by the Client prior to the completion of
the overall services but such services have been partially performed, the Contractor
will be entitled to a pro rate payment of the Compensation upon termination,
provided that there is no breach on the Contractor’s part.
5.5. The Payment stated in this Section does not include sales tax or other applicable
duties that are required by law. Any sales tax and duties required by law will be
charged to the Client in conjunction with the Payment.
5.6. Aside from the Payment stipulated above, both Parties agree that the Contractor will
be reimbursed periodically over time for approved, reasonable and/or necessary
expenses incurred by the Contractor pertaining to the services, where all such
expenses must first be pre-approved by the Client. - CONFIDENTIALITY AND NON-DISCLOSURE
6.1. The Parties shall maintain the confidentiality of all the private affairs and/or
information of each other and shall not disclose such information to a third party
without the express consent of that party.
6.2. Each party’s Proprietary or Confidential Information shall remain the sole and exclusive
property of that party. The parties agree that in the event of use or disclosure by the
other party other than as specifically provided for in this Agreement, the non-disclosing
party may be entitled to equitable relief.
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- TERM AND TERMINATION
7.1. The term of this Contract shall commence on _, and will remain in full
force and effect (until all services have completed OR until (_) (the
“Termination Date”). where termination is subject to the terms and conditions
provided hereunder.
7.2. This Agreement may also be extended for a period agreed upon by both Parties. Any
Party who wishes to terminate this Contract prior to the agreed upon date or prior
to the completion of all services must furnish a (30) days’ written notice to the
other Party. If Client wishes to extend the terms of this Contract, then said Client
must furnish a written notice to the Contractor (30) days prior to this Contractor’s
Termination Date, citing their wishes to extend this Contract which may or may not
be similar to the terms and conditions set forth herein.
- ATTORNEY’S FEES TO PREVAILING PARTY
In any action arising hereunder or any separate action pertaining to the validity of this
Contract, the prevailing party shall be awarded reasonable attorney’s fees and costs,
both in the trial court or on appeal. - FORCE MAJEURE
9.1. In this Section “Force Majeure” shall mean any event beyond the reasonable control of
the Parties, and which is unavoidable notwithstanding the reasonable care of the party
affected, and shall include but not be limited to war, insurrection, riot, civil unrest,
sabotage, boycott, embargo, explosion, fire, earthquake, flood, unavoidable accident,
epidemic, act of God, action or inaction of any governmental official or agency (civil or
military) and refusal of any licences or permits, if properly applied for.
9.2. If either Party is prevented from or delayed in performing any of its obligations under
this Agreement by an event of Force Majeure, then it shall notify the other in writing of
the occurrence of such event and the circumstances thereof within fourteen (14) days
after the occurrence of such event.
9.3. The Party who has given such notice shall be excused from the performance or
punctual performance of its obligations under this Agreement for so long as the relevant
event of Force Majeure continues and to the extent that such Party’s performance is
prevented or delayed. The occurrence of any event of Force Majeure affecting either
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party shall not give rise to any claim for damages or additional costs and expenses
suffered or incurred by reason of Force Majeure.
- SEVERABILITY OF PROVISIONS
If any provision or part-provision of this Agreement is or becomes invalid, illegal or
unenforceable, it shall be deemed modified to the minimum extent necessary to make it
valid, legal and enforceable. If such modification is not possible, the relevant provision or
part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-
provision under this Clause shall not affect the validity and enforceability of the rest of this
Agreement.
If one Party gives notice to the other of the possibility that any provision or part-provision of
this Agreement is invalid, illegal or unenforceable, the Parties shall negotiate in good faith to
amend such provision so that, as amended, it is legal, valid and enforceable, and, to the
greatest extent possible, achieves the intended commercial result of the original provision.
- WAIVER
11.1. Failure by either party to enforce any provision of Agreement will not constitute a
waiver or affect its right to require the future performances thereof, nor will its waiver
of any breach of any provision of this Agreement constitute a waiver of any subsequent
breach or nullify the effectiveness of any provision.
11.2. No waiver will be binding unless made in writing and signed by the party making the
waiver and specifically stating that it waives a provision of this Agreement.
- GOVERNING LAW AND DISPUTE RESOLUTION
12.1. This Agreement shall be governed by and construed in accordance with the laws and
regulations of the State of Texas.
12.2. Any dispute arising out of or in connection with this Agreement shall be settled
amicably by the parties in good faith by whatever means the parties deem appropriate.
If the parties cannot themselves resolve any such dispute between them within 30 days
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from the time the dispute arose, initial resort shall be had to private conciliation or
mediation in a form agreed by the parties. If within a further 30 days after the dispute
has arisen a satisfactory private conciliation or mediation process has not been agreed
upon by the parties, or if within 60 days after the dispute has been submitted for
private conciliation or mediation it has not been resolved to the satisfaction of the
parties, then the dispute may be submitted for final and conclusive resolution to the
court.
- NON-ASSIGNMENT
Neither this Agreement nor any rights or obligations hereunder shall be assigned by either
party hereto (other than by operation by law) without the prior written consent of the
parties. - ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between the Parties.
This Agreement may not be modified except in a writing signed by the Parties and expressly
referencing this Agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in
duplicate, each of which shall be considered an original, by themselves/respective signatory
officials thereunto duly authorized as of the day and year first above written.
Signed by or on behalf of:
THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING BELOW, ACCEPTED
THE TERMS OF THIS AGREEMENT
CONTRACTOR CLIENT
NAME: NAME:
SIGNATURE: SIGNATURE:
DATE: DATE:
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