Independent contractor agreement
Scope, pay, IP ownership and confidentiality for a contractor engagement.
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INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (the "Agreement") is entered into as of [EFFECTIVE DATE] (the "Effective Date"), by and between:
Client: [CLIENT LEGAL NAME], a [CLIENT ENTITY TYPE] organized under the laws of [CLIENT STATE], with its principal address at [CLIENT ADDRESS] (the "Client"),
and
Contractor: [CONTRACTOR LEGAL NAME], a [CONTRACTOR ENTITY TYPE], with its principal address at [CONTRACTOR ADDRESS] (the "Contractor").
1. Services
The Contractor agrees to perform the following services (the "Services"): [DESCRIBE SERVICES IN DETAIL]. The Contractor will perform the Services in a professional and workmanlike manner.
2. Term
This Agreement begins on the Effective Date and continues until [END DATE OR COMPLETION EVENT], unless terminated earlier under Section 8.
3. Compensation
The Client will pay the Contractor [COMPENSATION AMOUNT AND STRUCTURE]. Payment will be made [PAYMENT SCHEDULE]. The Contractor is responsible for submitting invoices that describe the work performed.
4. Independent Contractor Status
The Contractor is an independent contractor and not an employee of the Client. Nothing in this Agreement creates an employment, partnership, or joint venture relationship. The Client will not withhold any taxes from payments to the Contractor. The Contractor is solely responsible for paying all federal, state, and local taxes on amounts received under this Agreement, and for carrying any insurance the Contractor deems necessary.
5. Confidentiality
During and after the term of this Agreement, the Contractor agrees to hold in confidence any non-public information of the Client disclosed in connection with the Services, and to use it solely to perform the Services.
6. Intellectual Property
To the extent permitted by law, all work product created by the Contractor in performing the Services (the "Work Product") is work made for hire owned by the Client. If any Work Product does not qualify as work made for hire, the Contractor assigns to the Client all right, title, and interest in the Work Product upon full payment. The Contractor will sign any documents reasonably needed to confirm this assignment.
7. Expenses
The Contractor is responsible for all expenses incurred in performing the Services unless the Client has approved them in writing in advance.
8. Termination
Either Party may terminate this Agreement with [NOTICE PERIOD] days written notice. The Client will pay the Contractor for all Services properly performed through the termination date.
9. Governing Law
This Agreement is governed by the laws of the State of [GOVERNING LAW STATE], without regard to its conflict of laws rules.
10. Entire Agreement
This Agreement is the entire agreement between the Parties regarding the Services and supersedes all prior discussions. It may only be amended in a writing signed by both Parties.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
[CLIENT LEGAL NAME]
Signature: _________________________
Printed Name: [CLIENT SIGNER NAME]
Title: [CLIENT SIGNER TITLE]
Date: [CLIENT SIGNATURE DATE]
[CONTRACTOR LEGAL NAME]
Signature: _________________________
Printed Name: [CONTRACTOR SIGNER NAME]
Title: [CONTRACTOR SIGNER TITLE]
Date: [CONTRACTOR SIGNATURE DATE]
What the interview asks
Plain questions in 4 short steps. Each answer goes into the agreement exactly where it belongs; the interview never chooses terms for you.
Client
- Full legal nameThe full registered legal name of the business hiring the contractor.
- Entity typeThe business structure, e.g., limited liability company, corporation.
- State where the party is organized or residesThe state where the client is organized.
- Business or mailing addressThe client's principal business address.
Contractor
- Full legal nameThe full legal name of the contractor, business or individual.
- Entity typeThe contractor's business structure, or "individual" if a sole person.
- Business or mailing addressThe contractor's principal address.
Terms
- Effective dateThe date the agreement takes effect.
- Services the contractor will performBe specific about what will be delivered, including quantities, milestones, or acceptance criteria.
- When the engagement endsWhen the engagement ends, either a calendar date or an event such as delivery of the final work.
- CompensationThe total fee or rate, e.g., flat fee, hourly rate, or per milestone amounts.
- Payment scheduleWhen payment is due, e.g., net 30 after invoice, half up front, or on milestones.
- Days of written notice to terminateHow many days of written notice are required to end the agreement, e.g., 14 or 30.
- Governing law stateThe state whose laws apply to disputes under this agreement.
Signatures
- Client · name of the person signingPrinted names of the people signing.
- Client · title of the person signingJob titles of the signers.
- Client · signature dateDates of signing. Leave blank to date it when signed.
- Contractor · name of the person signingPrinted names of the people signing.
- Contractor · title of the person signingJob titles of the signers.
- Contractor · signature dateDates of signing. Leave blank to date it when signed.