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INDEPENDENT CONTRACTOR AGREEMENT
I. The Parties. This Agreement is made between:
Client: ____________________ with a mailing address of ____________________, City of
____________________, State of ____________________, (“Client”)
AND
Contractor: ____________________ with a mailing address of ____________________, City
of ____________________, State of ____________________ (“Contractor”).
WHEREAS the Client intends to pay the Contractor for Services provided, effective
____________________, 20___, under the following terms and conditions:
II. The Services. The Contractor agrees to perform the following: ________________________
____________________________________________________________________________.
Hereinafter known as the “Services”.
III. Payment. In consideration for the Services to be performed by the Contractor, the Client
agrees to pay the following: (check one)
- $____ / Hour.
- $____ for the Services.
- Commission in the amount of: __________________________________________.
- Other: _____________________________________________________________.
Completion shall be defined as the fulfillment of Services as described in Section II in
accordance with industry standards and to the approval of the Client, not to be unreasonably
withheld.
The Contractor agrees to be paid: (check one)
- At completion of the Services performed.
- On a weekly monthly quarterly basis beginning on ____________________,
20___ until the completion of the Services.
- Other. _____________________________________________________________.
IV. Due Date. The Services provided by the Contractor shall: (check one)
- Be completed by ____________________, 20___.
- Not have a due date.
- Other. _____________________________________________________________.
V. Expenses. The Contractor shall be: (check one)
- Responsible for all expenses related to providing the Services under this Agreement.
This includes, but is not limited to, supplies, equipment, operating costs, business costs,
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employment costs, taxes, Social Security contributions/payments, disability insurance,
unemployment taxes, and any other cost that may or may not be in connection with the
Services provided Contractor.
- *Reimbursed for the following expenses that are attributable directly to the Services
performed under this Agreement: ___________________________________________.
*The Client will be required to pay the Contractor within thirty (30) days of any Expense
after receiving an itemized expense statement from the Contractor. Upon request by the
Client, the Contractor may have to show any receipt(s) or proof of purchase for said
Expense(s).
VI. Liability Insurance (Minimum ($) Amount). The Contractor agrees to bear all responsibility
for the actions related to themselves and their employees or personnel under this Agreement. In
addition, the Contractor agrees to obtain comprehensive liability insurance coverage in case of
bodily or personal injury, property damage, contractual liability, and cross-liability (“Liability
Insurance”).
The minimum amount ($) for the Liability Insurance shall: (check one)
- Be a minimum amount of combined single limit of $________________.
- Not have a minimum amount required.
VII. Termination. This Agreement shall terminate upon the: (check one)
- Completion of the Services provided.
- Date of ____________________, 20___.
- Other. _____________________________________________________________.
In addition, the Client or Contractor may terminate this Agreement, and any obligations stated
hereunder, with reasonable cause by providing written notice of a material breach of the other
party; or any act exposing the other party to liability to others for personal injury or property
damage.
VIII. Option to Terminate. The Client and Contractor shall: (check one)
- Have the option to terminate this Agreement at any time by providing ____ days’
written notice.
- Not have the option to terminate this Agreement unless there is reasonable cause,
as defined in Section VII.
IX. Independent Contractor Status. The Contractor, under the code of the Internal Revenue
Service (IRS), is an independent contractor, and neither the Contractor's employees or contract
personnel are, or shall be deemed, the Client's employees.
In its capacity as an independent contractor, Contractor agrees and represents: Contractor has
the right to perform services for others during the term of this Agreement; Contractor has the
sole right to control and direct the means, manner, and method by which the Services required
by this Agreement will be performed. Contractor shall select the routes taken, starting and
ending times, days of work, and order the work is performed; Contractor has the right to hire
assistant(s) as subcontractors or to use employees to provide the Services required under this
Agreement. Neither Contractor, nor the Contractor’s employees or personnel, shall be required
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to wear any uniforms provided by the Client; The Services required by this Agreement shall be
performed by the Contractor, Contractor’s employees or personnel, and the Client will not hire,
supervise, or pay assistants to help the Contractor; Neither Contractor nor Contractor’s
employees or personnel shall receive any training from the Client in the professional skills
necessary to perform the Services required by this Agreement; and Neither the Contractor nor
Contractor’s employees or personnel shall be required by the Client to devote full-time to the
performance of the Services required by this Agreement.
X. Business Licenses, Permits, and Certificates. The Contractor represents and warrants
that all employees and personnel associated shall comply with federal, state, and local laws
requiring any required licenses, permits, and certificates necessary to perform the Services
under this Agreement.
XI. Federal and State Taxes. Under this Agreement, the Client shall not be responsible for:
Withholding FICA, Medicare, Social Security, or any other federal or state withholding taxes
from the Contractor’s payments to employees or personnel or make payments on behalf of the
Contractor; Make federal or state unemployment compensation contributions on the
Contractor’s behalf; and the payment of all taxes incurred related to or while performing the
Services under this Agreement, including all applicable income taxes and, if the Contractor is
not a corporation, all applicable self-employment taxes. Upon demand, the Contractor shall
provide the Client with proof that such payments have been made.
XII. Benefits of Contractors Employees. The Contractor understands and agrees that they
are solely responsible for shall be liable to all benefits that are provided to their employees,
including but not limited to, retirement plans, health insurance, vacation time-off, sick pay,
personal leave, or any other benefit provided.
XIII. Unemployment Compensation. The Contractor shall be solely responsible for the
unemployment compensation payments on behalf of their employees and personnel. The
Contractor shall not be entitled to unemployment compensation in connection with the Services
performed under this Agreement.
XIV. Workers’ Compensation. The Contractor shall be responsible for providing all workers’
compensation insurance on behalf of their employees. If the Contractor hires employees to
perform any work under this Agreement, the Contractor agrees to grant workers’ compensation
coverage to the extent required by law. Upon request by the Client, the Contractor must provide
certificates proving workers’ compensation insurance at any time during the performance of the
Service.
XV. Indemnification. The Contractor shall indemnify and hold the Client harmless from any
loss or liability from performing the Services under this Agreement.
XVI. Confidentiality. The Contractor acknowledges that it will be necessary for the Client to
disclose certain confidential and proprietary information to the Contractor in order for the
Contractor to perform their duties under this Agreement. The Contractor acknowledges that
disclosure to a third party or misuse of this proprietary or confidential information would
irreparably harm the Client. Accordingly, the Contractor will not disclose or use, either during or
after the term of this Agreement, any proprietary or confidential information of the Client without
the Client's prior written permission except to the extent necessary to perform Services on the
Client's behalf.
Proprietary or confidential information includes, but is not limited to: The written, printed,
graphic, or electronically recorded materials furnished by Client for Contractor to use; Any
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written or tangible information stamped “confidential,” “proprietary,” or with a similar legend, or
any information that Client makes reasonable efforts to maintain the secrecy of business or
marketing plans or strategies, customer lists, operating procedures, trade secrets, design
formulas, know-how and processes, computer programs and inventories, discoveries, and
improvements of any kind, sales projections, and pricing information; and information belonging
to customers and suppliers of the Client about whom the Contractor gained knowledge as a
result of the Contractor's Services to the Client. Upon termination of the Contractor's Services to
the Client, or at the Client's request, the Contractor shall deliver to the Client all materials in the
Contractor's possession relating to the Client's business. The Contractor acknowledges any
breach or threatened breach of confidentiality that this Agreement will result in irreparable harm
to the Client for which damages would be an inadequate remedy. Therefore, the Client shall be
entitled to equitable relief, including an injunction, in the event of such breach or threatened
breach of confidentiality. Such equitable relief shall be in addition to the Client's rights and
remedies otherwise available at law.
XVII. Proprietary Information. Proprietary information, under this Agreement, shall include:
The product of all work performed under this Agreement (“Work Product”), including without
limitation all notes, reports, documentation, drawings, computer programs, inventions, creations,
works, devices, models, work-in-progress and deliverables will be the sole property of the
Client, and Contractor hereby assigns to the Client all right, title and interest therein, including
but not limited to all audiovisual, literary, moral rights and other copyrights, patent rights, trade
secret rights and other proprietary rights therein. Contractor retains no right to use the Work
Product and agrees not to challenge the validity of the Client’s ownership in the Work Product;
Contractor hereby assigns to the Client all right, title, and interest in any and all photographic
images and videos or audio recordings made by the Client during Contractor’s work for them,
including, but not limited to, any royalties, proceeds, or other benefits derived from such
photographs or recordings; and The Client will be entitled to use Contractor's name and/or
likeness in advertising and other materials.
XVIII. No Partnership. This Agreement does not create a partnership relationship between the
Client and the Contractor. Unless otherwise directed, the Contractor shall have no authority to
enter into contracts on the Client's behalf or represent the Client in any manner.
XIX. Assignment and Delegation. The Contractor may assign rights and may delegate duties
under this Agreement to other individuals or entities acting as a subcontractor (“Subcontractor”).
The Contractor recognizes that they shall be liable for all work performed by the Subcontractor
and shall hold the Client harmless of any liability in connection with their performed work.
The Contractor shall be responsible for any confidential or proprietary information that is shared
with the Subcontractor in accordance with Sections XVI & XVII of this Agreement. If any such
information is shared by the Subcontractor to third (3rd) parties, the Contractor shall be made
liable.
XX. Governing Law. This Agreement shall be governed under the laws in the State of
____________________.
XXI. Severability. This Agreement shall remain in effect in the event a section or provision is
unenforceable or invalid. All remaining sections and provisions shall be deemed legally binding
unless a court rules that any such provision or section is invalid or unenforceable, thus, limiting
the effect of another provision or section. In such case, the affected provision or section shall be
enforced as so limited.
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XXII. Breach Waiver. Any waiver by the Client of a breach of any section of this Agreement by
the Contractor shall not operate or be construed as a waiver of any subsequent breach by the
Contractor.
XXIII. Additional Terms and Conditions. __________________________________________
____________________________________________________________________________
____________________________________________________________________________.
XXIV. Entire Agreement. This Agreement, along with any attachments or addendums,
represents the entire agreement between the parties. Therefore, this Agreement supersedes
any prior agreements, promises, conditions, or understandings between the Employer and
Employee.
Client’s Signature ______________________ Date _______________
Print Name ______________________
Contractor’s Signature ______________________ Date _______________
Print Name ______________________
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