INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between:
[Party A], a corporation ("Client"), and
[Party B], a corporation ("Contractor").
Each may be referred to as a "Party" and together as the "Parties." The Client wishes to engage the Contractor as an independent contractor, and the Contractor wishes to perform the Services on the terms below.
1. Services. The Contractor will perform the following services for the Client: [description of the services to be performed] (the "Services"). The Contractor will perform the Services in a professional and workmanlike manner consistent with applicable industry standards. The Parties may agree in writing to add or change Services, and any signed statement of work referencing this Agreement forms part of it.
2. Term and Termination. This Agreement begins on the Effective Date and continues until terminated by either Party under this Section (the "Term"). Either Party may terminate this Agreement for any or no reason on 14 days' written notice to the other Party. Either Party may terminate immediately if the other Party materially breaches this Agreement and does not cure the breach within 10 days after written notice of it. On termination, the Client will pay the Contractor for Services properly performed up to the effective date of termination, and the Contractor will promptly deliver all completed and in-progress Work Product to the Client. Sections covering intellectual property, confidentiality, indemnification, and governing law survive termination.
3. Compensation. In consideration for the Services, the Client will pay the Contractor a fixed fee of [fee] for the Services. The Contractor will invoice the Client for amounts due, and the Client will pay each undisputed invoice within 30 days after receiving a correct invoice. The Client will notify the Contractor of any disputed amount within 10 days of receiving the invoice, and the Parties will resolve the dispute in good faith. Fees exclude applicable sales, use, and value added taxes, which the Client will pay where required by law.
4. Independent Contractor Status. The Contractor is an independent contractor, not an employee, partner, agent, or joint venturer of the Client. The Contractor controls the manner and means of performing the Services, sets its own hours, and may use its own equipment, subject only to the results the Client has specified. The Contractor is responsible for all taxes on amounts paid under this Agreement, including self-employment taxes, and the Client will not withhold taxes or make contributions on the Contractor's behalf. The Contractor is not eligible for any employee benefits of the Client, including health coverage, retirement contributions, paid leave, or workers' compensation. Neither Party has authority to bind the other or to enter into commitments on the other's behalf. The Contractor is free to perform services for other clients during the Term, provided doing so does not breach this Agreement.
5. Intellectual Property. All deliverables and other materials the Contractor creates in performing the Services (the "Work Product") are works made for hire owned by the Client to the maximum extent permitted by applicable law. To the extent any Work Product does not qualify as a work made for hire, the Contractor irrevocably assigns to the Client all right, title, and interest in and to the Work Product, including all intellectual property rights, effective on creation. The Contractor waives, and will not assert against the Client or its licensees, any moral rights in the Work Product, and will sign any documents and take any further acts the Client reasonably requests to perfect, record, or enforce these rights, at the Client's expense. The Contractor retains ownership of tools, libraries, methodologies, and other materials it developed before or independently of this Agreement ("Background IP"), and grants the Client a perpetual, irrevocable, worldwide, non-exclusive, royalty-free, sublicensable licence to use Background IP to the extent it is incorporated into the Work Product.
6. Confidentiality. Each Party may disclose confidential business, technical, or financial information to the other in connection with the Services ("Confidential Information"). The receiving Party will use Confidential Information solely to perform this Agreement, will not disclose it to third parties without the disclosing Party's prior written approval except to representatives who need to know it and are bound by comparable obligations, and will protect it with at least reasonable care. These obligations do not apply to information that is publicly available through no fault of the receiving Party, was rightfully known to it without restriction, is rightfully obtained from a third party without restriction, or is independently developed without reference to the Confidential Information. The receiving Party may disclose Confidential Information where required by law, after giving reasonable advance notice where legally permitted. These obligations continue for three years after termination, and for trade secrets for as long as they remain trade secrets under applicable law.
7. Representations and Warranties. Each Party represents that it has full authority to enter into this Agreement. The Contractor further represents that: (a) it will perform the Services in compliance with applicable laws; (b) the Work Product will be its original work and will not infringe the intellectual property or other rights of any third party; (c) performing the Services will not breach any agreement it has with a third party; and (d) it holds any licences, permits, and registrations required to perform the Services.
8. Indemnification. The Contractor will defend, indemnify, and hold harmless the Client and its officers, directors, employees, and agents from and against any third party claims, and any resulting losses, damages, liabilities, and reasonable legal fees, arising out of: (a) the Contractor's breach of this Agreement; (b) any claim that the Work Product infringes or misappropriates a third party's intellectual property rights; (c) the Contractor's negligence or wilful misconduct; or (d) any claim by a government authority relating to the Contractor's tax obligations or worker classification. The Client will promptly notify the Contractor of any claim, give the Contractor control of the defence, and reasonably cooperate at the Contractor's expense.
9. Governing Law and Jurisdiction. This Agreement and all matters relating to it are governed by, and construed in accordance with, the laws of Delaware, without regard to its conflict of laws provisions. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts.
10. General. The Contractor may not assign this Agreement or subcontract the Services without the Client's prior written consent, except that either Party may assign this Agreement in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. This Agreement binds and benefits each Party's permitted successors and assigns. Waivers must be signed by the waiving Party and cannot be implied from conduct. If any provision of this Agreement is held unenforceable, it will be limited to the minimum extent necessary so the rest of this Agreement remains in effect. This Agreement constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties regarding that subject matter. This Agreement may only be amended by a writing signed by both Parties. Notices under this Agreement must be sent in writing to the addresses stated above and are deemed delivered on receipt. This Agreement may be executed in counterparts, including electronic copies, each of which is deemed an original and which together form the same agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Client: [Party A]
By: ________________________________
Name: [Signatory]
Title: [Title]
Contractor: [Party B]
By: ________________________________
Name: [Signatory]
Title: [Title]