Independent Contractor Agreement

INDEPENDENT CONTRACTOR SERVICES AGREEMENT

This Independent Contractor Services Agreement(“Agreement”) is entered in to as of [Date] (the “Effective Date”), by and between [Company Name] (“Company”), [a [State] corporation], having its principal place of business at [Company Address] (“Company”) and ________________, having

[his/her/its] principal place of business at [Contractor Address] (“Contractor”).

1. Term
The initial term (the “Term”) of this Agreement shall be for a period of

[Number of months/upon completion of [name specific project]], commencing on the Effective Date, unless earlier terminated as provided in Section 9, below. The Term may be extended upon the written agreement of both parties.

2. Scope of Services
Contractor agrees to provide the services set forth in Exhibit A (the “Services”),

[or any subsequent exhibits to this Agreement (each a “Statement of Work”)], in accordance with the terms and conditions of this Agreement.

Company shall not control the manner or means by which Contractor performs the Services[, including but not limited to the time and place Contractor performs the Services].

3. Fees, Expenses, Equipment

(a) Fees. For the satisfactory performance of Services under this Agreement, Company shall pay Contractor

[Description of Payment][as set forth in [Exhibit A/the SOW]]. Company shall have no obligation to make any payments until Company accepts the performance of the Services as satisfactory. Contractor shall submit monthly invoices to Company containing information that Company reasonably requires concerning the Services performed, which may include the number of hours worked, the description of Services performed, and authorized expenses incurred. Payments for undisputed invoice amounts shall be due within 30 days after receipt of the invoice from Contractor.

(b) Equipment and Expenses.

Unless otherwise set forth, Contractor shall be responsible for paying all ordinary and necessary expenses incurred in connection with the provision of Services, and shall furnish, at Contractor’s expense, the equipment, supplies, and other materials used to perform the Services.

If provided for in [Exhibit A/an SOW], reasonable pre-approved travel and other out-of-pocket expenses shall be paid for by Company in accordance with Company’s standard reimbursement policies.

4. Insurance

During the Term, Contractor shall maintain in force adequate workers’ compensation, commercial general liability, errors and omissions, and other forms of insurance, in each case with insurers reasonably acceptable to the Company, with policy limits sufficient to protect and indemnify the Company and its affiliates, and each of their officers, directors, agents, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from your or your agents, contractors, servants, or employees conduct, acts, or omissions. The Company shall be listed as additional insured under such policy, and you shall forward a certificate of insurance verifying such insurance upon the Company’s written request.

Independent Contractor

(a) Contractor shall be an independent contractor with respect to the performance of Services under this Agreement. Company and Contractor agree that nothing in this Agreement [or any SOW] shall be (i) construed as constituting Contractor as other than an independent contractor of Company for any purpose whatsoever or (ii) deemed to create an employer-employee, partnership, franchise, or joint venture relationship between Company and Contractor (and Contractor will not represent to any third party that any such relationship exists).

(b) Contractor shall be responsible for all taxes and other costs and expenses attributable to the compensation payable to and Services provided by Contractor under this Agreement, and Contractor represents that Contractor has taken or will take any and all actions to comply with applicable federal, state, and local laws pertaining to the Services. Contractor acknowledges and agrees that Contractor is not entitled to, and shall have no claim for, workers’ compensation insurance benefits, unemployment compensation benefits, or any medical or other employment benefits (including but not limited to, vacation pay, sick leave, retirement benefits, disability benefits) from Company.

(c) Subject to the terms of this Agreement, Contractor shall be entitled to perform work for others during the term of this Agreement,

provided that such work does not present a conflict of interest, result in the disclosure of Confidential Information, or otherwise interfere with Contractor’s ability to satisfactory complete Services under this Agreement.

[Moreover, during the Term [and for [Period of Time] thereafter], Contractor shall not [engage in any business activities that compete with the business of Company/perform any services for the direct competitors of Company [Identify Direct Competitors?] without Company’s prior written consent.]

(d) Contractor shall have no authority (and shall not hold itself out as having authority) to bind the Company and shall not make any agreements or representations on the Company’s behalf without the Company’s prior written consent.

6. Confidentiality

(a) Definition of Confidential Information. “Confidential Information” includes, without limitation, data and information, in any form, relating to Company and its affiliates, subsidiaries’ products, inventions, discoveries, software, databases, trade secrets, secret processes, financial data, and marketing information, any other information that is designated or identified as confidential, and all summaries, analyses, compilations, studies, notes, or other documents in whole or in part containing any of the foregoing information, and all materials provided pursuant to this Agreement

(including all information relating to the Services). Confidential Information also includes all Company client and Company client customer information provided or learned during the course of providing the Services, including bank and personal credit card account information, social security or passport number information, usage data with regard to services and personal identification information and passwords. Confidential Information shall not include information: (a) which is or becomes generally available to the public without the wrongful act or breach of this Agreement by either party; (b) is approved for release by the prior written consent of Company; (c) which Contractor demonstrates was lawfully in the possession of Contractor from a third party prior to the date of this Agreement without obligation of confidentiality; or (d) which is required to be disclosed by court order or other legal or administrative process, provided that Contractor shall give Company timely notice prior to disclosing such information. Notwithstanding the above, all materials provided pursuant to this Agreement, including all information relating to the Services, are the confidential, proprietary, and/or trade secret information of Company.

(b) Treatment of Confidential Information.

(1) Nondisclosure. Contractor shall hold the Confidential Information in strictest confidence and exercise at least the same standard of care to prevent the disclosure of such Confidential Information as it exercises to prevent the disclosure of its own Confidential Information, but in no event less than reasonable care. Contractor shall limit dissemination of such Confidential Information to those persons who have a need to know such information to fulfill the purpose of this Agreement. Contractor shall not use the Confidential Information disclosed to it under this Agreement to benefit itself or others, except as allowed under this Agreement. Company reserves all rights to its Confidential Information disclosed under this Agreement.
(2) Non-Use. Contractor shall not: (a) make any use or copies of the Confidential Information except as contemplated by this Agreement; (b) acquire any right in or assert any lien against the Confidential Information; (c) sell, assign, lease, or otherwise dispose of any Confidential Information to third parties or commercially exploit such information, including through derivative works; (d) reverse engineer, decompile, or disassemble any Confidential Information; or (e) refuse for any reason (including a default or material breach of this Agreement) to return promptly the Confidential Information to Company if requested to do so. Upon expiration or any termination of this Agreement, Contractor shall (except as otherwise provided elsewhere in this Agreement) return or destroy, as Company may direct, all documentation in any medium that contains, refers to, or relates to the Confidential Information, and retain no copies. Upon discovery by Contractor of any unauthorized use or disclosure, Contractor shall notify Company immediately and endeavor to prevent further unauthorized use or disclosure. This obligation of confidentiality shall survive the expiration or termination of this Agreement.

(c) Remedy for Breach. Contractor agrees that any breach of the Confidentiality obligations will cause immediate irreparable harm to Company and Contractor agrees that Company may obtain immediate injunctive relief to restrain Contractor from any breach or threatened breach of the provisions without the requirements of posting bond or proving the inadequacy of monetary damages.

7. Intellectual Property
Company shall own all Contractor work product or deliverables under this Agreement [and any SOW], all ideas,

inventions, concepts, know-how, development tools, techniques, and any other proprietary material or information that may be developed by the Contractor in connection with performance of the Services, and all related patent rights, copyrights, and other intellectual property rights. Notwithstanding anything to the contrary, Contractor will retain all rights it possessed prior to the date of this Agreement in any software, ideas, concepts, know-how, development tools, techniques or any other proprietary material or information. To the extent that any of Contractor’s pre-existing materials or information are contained in the deliverables, Contractor grants to Company an irrevocable, worldwide, unlimited, royalty-free license to use, publish, reproduce, display, distribute copies of, and prepare derivative works based upon such preexisting materials and derivative works thereof. Company may assign, transfer, and sublicense such rights to others without Contractor’s approval. All Contractor deliverables or work product shall be deemed “works made for hire” and shall be owned by Company for its own internal use. To the extent that any deliverable or work product may not, by operation of law, be deemed a “work made for hire,” Contractor hereby assigns to Company all right, title, and interest in and to such deliverable or work product, including all copyrights, moral rights, and other intellectual property rights. The parties will cooperate with each other to execute any documents necessary to achieve the objectives of this section.

8. Contractor Representations and Warranties
Contractor

represents and warrants that: (a) Contractor is fully qualified to and will perform the Services in a professional manner in accordance with the highest professional standards and the terms of this Agreement [and the applicable SOW]; (b) Contractor has the right and title to provide the Services and any deliverables, and is currently not bound by any obligation which it would breach by signing this Agreement; (c) Contractor has all required licenses, permits, authorizations, or registrations and is otherwise fully qualified under the applicable laws and regulations to perform the Services set forth in this Agreement; (d) in the performance of the Services, Contractor shall strictly comply with all applicable laws, regulations, and public policies including those of the government of the United States and any of its agencies or departments; and (e) the Services and any deliverables or work product do not violate any third party intellectual property right.

9. Termination

(a) Termination by Company. This Agreement may be terminated by Company (1) for any reason upon [Number] days’ written notice to Contractor, and (2) effective immediately, upon written notice to Contractor, if Contractor breaches any provision of this Agreement or, if in providing Services under this Agreement, Contractor fails to produce a result that meets the specifications set forth in Exhibit A [or any SOW].

(b) Termination by Contractor. This Agreement may be terminated at the election of Contractor upon written notice to the Company if the Company materially breaches any provision of this Agreement and fails to remedy any breach within [Number] days after receipt of the notice.

(c) Effect of Termination. Upon termination of this Agreement for any reason, Contractor’s right to any compensation under this Agreement shall immediately cease, and Contractor shall be entitled to receive only those amounts earned for Services prior to the effective date of such termination.

10. Disputes

This Agreement shall be governed by, and be construed in accordance with, the laws of the State of [State], without regard to conflicts of laws. Venue for any and all actions under this Agreement shall lie solely in the [City, County, State], and the parties waive any objections they may have to such venue. The prevailing party in any proceeding to resolve a dispute pertaining to matters covered by this Agreement shall be entitled to receive its reasonable attorney’s fees, expert witness fees, and out of pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

[Arbitration]

11.

Indemnification
Contractor shall indemnify, defend and hold harmless Company, its subsidiaries, affiliates, officers, employees, contractors, and agents, from and against all claims and losses (including costs of defense and reasonable attorney’s fees) of any nature arising out of, resulting from, or relating to, Contractor’s provision of Services or violation of the terms of this Agreement. Contractor shall also indemnify and hold Company harmless from (a) any claim(s) arising from any taxing or other authority related to the Services performed and/or compensation provided under this Agreement, (b) any and all claims or liabilities of any kind arising out of costs, fees, or expenses associated with provision of Services to Company, equipment, material, training, education, licenses or certifications, compensation, and/or benefits to Contractor; and (c) any and all claims or liabilities of any kind arising out of the Contractor’s non-compliance with federal, state, county, city, or other laws, regulations, codes, or requirements, including without limitation all applicable safety laws.

12.

Limitation of Liability
Under no circumstances shall Company be liable to Contractor for any lost profits, indirect, consequential, incidental, or punitive damages for any claims arising out of this Agreement or the breach of this Agreement, whether such claims sound in tort, contract, or otherwise. Company’s total cumulative liability in connection with this Agreement, whether in contract or tort or otherwise, will not exceed the aggregate amount of fees owed by Company to Contractor for Services performed under this Agreement.

13. Miscellaneous Provisions

(a) Waiver. No waiver by Company of any default by Contractor shall in any way prejudice Company with respect to any subsequent default by Contractor under the Agreement (whether or not similar).

(b) Notices. All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed given (i) the third business day after being sent by first class U.S. Mail, registered or certified, return receipt requested, postage pre‑paid or (ii) the first business day after being sent by a nationally-recognized overnight courier delivery service to the other party at the address set forth above.

(c) Assignment. Contractor shall not assign, sell, transfer, delegate, or otherwise dispose of, whether voluntarily or involuntarily, or by operation of law, any Contractor rights or material duties or obligations under this Agreement without the express written consent of Company. Any purported assignment, transfer, or delegation without the consent of Company shall be void.

(d) Subcontractors. All Services must be performed by Contractor;

Contractor may not use any subcontractors to perform any duties or responsibilities.

(e) Services at Company Facilities. If Contractor is required to enter Company’s facilities in connection with the provision of Services, Contractor shall be subject to, and shall comply, with all Company security requirements and procedures.

(f) Remedies. In addition to any other remedies under this Agreement, and notwithstanding anything to the contrary, in the event of any violation or threatened violation of this Agreement, Company’s remedies at law may be inadequate and it will be entitled to enforce this Agreement by obtaining an injunction and collecting monetary damages, including but not limited to, court costs and attorneys’ fees.

(g) Severability. Any invalidity, in whole or in part, of any provision of this Agreement shall not affect the validity of any other of its provisions. Should any part, term, or provision of this Agreement be declared invalid, void, or unenforceable, then such provision shall be construed, as nearly as possible, to reflect the intentions of the parties with all terms and provisions remaining in full force and effect.

(h) Headings. Headings to the sections or subsections of this Agreement are for the convenience of the parties, are not part of the Agreement, shall have no legal effect, and shall not be used for the interpretation of any provision of this Agreement.

(i) Advice of Counsel. Each party acknowledges that, in executing this Agreement, the party has read and understands all of the terms and provisions of this Agreement and has had the opportunity to consult with legal counsel or has waived the right to do so. The parties agree that this Agreement will not be construed against any party by reason of the drafting or preparation of the Agreement.

[14.

Non-Solicitation
During the Term, and for a period of [Period of Time] following the expiration or termination of this Agreement, Contractor will not, directly or indirectly, (i) solicit, employ, offer employment to, or otherwise engage as an employee, independent contractor, or otherwise, any individual who is or was an employee of Company at any time during the Term, or in any manner induce or attempt to induce any employee of Company to terminate their employment with Company, or (ii) materially interfere with the relationship of Company with any individual who at any time during, prior to, or after the Effective Date was an employee of Company. [Notwithstanding the above, a general advertisement or notice of a job listing or opening or other similar general publication of a job search shall not be construed as a solicitation or inducement, and the hiring of any employee or independent contractor who freely responds to the advertisement or job listing shall not be a breach of this provision.]]

[14/15]. Entire Agreement.
This Agreement, including all attachments and exhibits [and any SOWs], contains the entire agreement between the parties with respect to the subject matter of this Agreement (superseding any prior agreement that may otherwise apply), and any statements, representations and/or understandings not set forth in this Agreement, including the printed terms of any invoice or other document, shall be of no force or effect. This Agreement may only be amended by a writing that is executed by both parties.

Agreed:

[company] [CONTRACTOR]

By: __________________________ ___________________________

Name: ________________________ Date: ________________________

Its: ___________________________

Date: _________________________

Exhibit A

description of services

[Detailed description of services and deliverables, time frames, milestones, payment schedules, assumptions, expense payments, etc. Can be in the form of a Statement of Work (SOW)]