Free Contractor Independent Agreement Template
Contractor Independent Agreement
This Independent Contractor Agreement ("Agreement") is made and entered into as of January 7, 2050, by and between:
[Your Company Name], a limited liability company duly organized and existing under the laws of [Your State], with a principal office located at [Your Company Address] ("Contractor"), and
[Client Name], a corporation duly organized and existing under the laws of [Client's State], with a principal office located at [Client Address] ("Client").
Recitals
Whereas, the Contractor possesses the necessary skills, expertise, and resources to provide the services required by the Client, and;
Whereas, the Client desires to engage the Contractor to provide certain services under the terms and conditions set forth in this Agreement.
Now, Therefore, in consideration of the mutual covenants and promises herein, the parties agree as follows:
1. Services Provided
1.1 Scope of Work: The Contractor agrees to provide the following services (“Services”) for the Client:
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Development of a custom software solution tailored to Client's specific needs.
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Technical consultation on software architecture and implementation strategies.
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Ongoing support and maintenance of the developed software for a period of 6 months post-launch.
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Any additional services as mutually agreed upon by both parties during the term of the Agreement.
1.2 Performance Standards: The Contractor agrees to perform the Services in accordance with the highest industry standards, ensuring the completion of tasks using due diligence, professionalism, and expertise. The Contractor shall work closely with the Client to meet agreed-upon deadlines and specifications.
1.3 Subcontractors: The Contractor reserves the right to engage subcontractors or independent agents for specific tasks within the scope of the Services. The Contractor remains solely responsible for the quality, timely delivery, and coordination of the work performed by any subcontractors.
1.4 Changes to Services: Any changes or additions to the Services must be documented in writing through an amendment to this Agreement. The scope of work may evolve over time, and both parties agree to discuss and approve changes in advance.
2. Payment Terms
2.1 Compensation: The Client agrees to compensate the Contractor as follows:
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A flat fee of [$10,000] for the completion of the custom software solution, payable upon successful completion and delivery of the software.
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An hourly rate of [$100] for consultation, technical support, or any additional work outside the original scope of work, billed on a monthly basis.
2.2 Invoicing: The Contractor shall issue invoices to the Client detailing the Services performed, hours worked (if applicable), and the corresponding payment due. Invoices will be submitted monthly and will reflect the work completed during the previous month.
2.3 Payment Due Date: All invoices are due within [30] days of receipt. If payment is not received by the due date, the overdue amount shall be subject to a late payment fee of [2%] per month on the outstanding balance.
2.4 Payment Method: Payments will be made by bank transfer to the following account:
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Account Name: [Your Company Name]
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Bank: [Your Bank Name]
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Account Number: [Your Account Number]
2.5 No Withholding: The Client acknowledges that no taxes, deductions, or withholdings are required to be made from the Contractor's payments. The Contractor is solely responsible for reporting and paying any taxes arising from the compensation received under this Agreement.
2.6 Expenses: Any additional expenses incurred by the Contractor in the course of performing the Services, such as travel or third-party services, will be reimbursed by the Client. The Contractor shall obtain prior written approval from the Client for any expenses exceeding $[500,000].
3. Term and Termination
3.1 Term: This Agreement shall commence on January 30, 2050 and shall remain in effect until the completion of the Services or until terminated as outlined below.
3.2 Termination for Convenience: Either party may terminate this Agreement at any time for any reason, with [15] days' prior written notice. Upon termination, the Client shall pay the Contractor for all Services performed up to the date of termination.
3.3 Termination for Cause: Either party may terminate this Agreement immediately by providing written notice to the other party if there is a material breach of the terms of the Agreement. The breaching party will bear responsibility for any damages resulting from the breach. In the case of termination for cause, the Client shall pay the Contractor for all Services rendered until the date of termination.
3.4 Effect of Termination: Upon termination, the Contractor shall deliver to the Client all work products completed up to the termination date. The Client shall compensate the Contractor for all Services performed and expenses incurred up to the termination date. No further payments shall be due after the termination unless otherwise agreed.
3.5 Survival of Terms: Upon termination or expiration of this Agreement, the terms regarding confidentiality, intellectual property, indemnification, and dispute resolution shall survive and remain in effect.
4. Independent Contractor Relationship
4.1 Independent Contractor: The Contractor is an independent contractor and is not an employee of the Client. This Agreement does not create any employment, partnership, joint venture, or agency relationship between the parties.
4.2 No Employee Benefits: The Contractor acknowledges that they are not entitled to any employee benefits, such as health insurance, retirement benefits, or workers' compensation insurance, from the Client.
4.3 Control and Autonomy: The Contractor shall have full control over the manner in which the Services are performed. The Client will not control or supervise the Contractor's day-to-day activities, except as necessary to ensure the work is performed in line with the agreed scope.
4.4 Non-Exclusivity: The Contractor is free to provide services to other clients during the term of this Agreement, provided that such services do not interfere with the performance of the Services under this Agreement.
5. Confidentiality and Non-Disclosure
5.1 Confidential Information: Each party acknowledges that, during the course of this Agreement, it may receive information that is confidential or proprietary to the other party, including but not limited to business plans, financial data, intellectual property, and customer lists. Both parties agree to maintain the confidentiality of such information.
5.2 Non-Disclosure: The Contractor agrees not to disclose or use any Confidential Information for purposes outside of the scope of this Agreement. This obligation will survive the termination of this Agreement.
5.3 Return of Confidential Information: Upon termination of this Agreement, the Contractor agrees to return or destroy all Confidential Information provided by the Client.
6. Intellectual Property
6.1 Ownership of Work Product: The Contractor agrees that all work products created in the course of providing the Services, including software code, designs, documents, and reports, shall be the sole property of the Client. The Contractor hereby assigns all rights, title, and interest in such work products to the Client.
6.2 License to Use: The Contractor may retain ownership of any pre-existing intellectual property used in the development of the Services, but grants the Client a non-exclusive, royalty-free, worldwide license to use such intellectual property solely in connection with the Services.
6.3 Third-Party Intellectual Property: If the Contractor incorporates any third-party intellectual property into the deliverables, the Contractor agrees to secure the necessary licenses and permissions to grant the Client the rights to use such property without infringement.
7. Indemnification
7.1 Indemnification by Contractor: The Contractor agrees to indemnify and hold harmless the Client, its directors, officers, employees, and agents from any claims, damages, liabilities, or expenses arising from the Contractor’s negligence or willful misconduct in the performance of the Services.
7.2 Indemnification by Client: The Client agrees to indemnify and hold harmless the Contractor, its directors, officers, employees, and agents from any claims, damages, liabilities, or expenses arising from the Client’s actions or omissions.
8. Miscellaneous
8.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the state of [Your State], without regard to its conflict of law principles.
8.2 Dispute Resolution: In the event of any dispute arising from or related to this Agreement, the parties agree to first attempt to resolve the matter through mediation. If mediation is unsuccessful, the parties may seek any other legal remedy available.
8.3 Entire Agreement: This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether written or oral, relating to the same.
8.4 Amendments: Any amendment or modification of this Agreement must be in writing and signed by both parties.
8.5 Force Majeure: Neither party shall be held responsible for failure to perform its obligations under this Agreement if such failure is caused by events beyond its reasonable control, such as natural disasters, wars, strikes, or government actions.
9. Notices
9.1 Notices: Any notices required or permitted under this Agreement shall be in writing and delivered to the respective party at the following addresses:
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For Contractor:
[Your Company Name]
[Your Company Address]
[Your Company Email]
[Your Company Phone Number] -
For Client:
[Client Name]
[Client Address]
[Client Email]
[Client Phone Number]
IN WITNESS WHEREOF, the parties hereto have executed this Independent Contractor Agreement as of the date first above written.
[Your Company Name]
Name: [Your Name]
Title: [Your Title]
Date:
[Client Name]Name: [Client Representative Name]
Title: [Client Representative Title]
Date:
