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INDEPENDENT CONTRACTOR AGREEMENT
This Agreement is entered into
as of the ________ day of ________________, 20____, between
[company name] ("the Company") and [service provider’s
name] ("the Contractor").
1. Independent Contractor. Subject
to the terms and conditions of this Agreement, the Company hereby
engages the Contractor as an independent contractor to perform
the services set forth herein, and the Contractor hereby accepts
such engagement.
2. Duties, Term, and Compensation.
The Contractor’s duties, term of engagement, compensation
and provisions for payment thereof shall be as set forth in
the estimate previously provided to the Company by the Contractor
and which is attached as Exhibit A, which may be amended in
writing from time to time, or supplemented with subsequent estimates
for services to be rendered by the Contractor and agreed to
by the Company, and which collectively are hereby incorporated
by reference.
3. Expenses. During the term of
this Agreement, the Contractor shall bill and the Company shall
reimburse [him or her] for all reasonable and approved out-of-pocket
expenses which are incurred in connection with the performance
of the duties hereunder. Notwithstanding the foregoing, expenses
for the time spent by Contractor in traveling to and from Company
facilities shall not be reimbursable.
4. Written Reports. The Company
may request that project plans, progress reports and a final
results report be provided by Contractor on a monthly basis.
A final results report shall be due at the conclusion of the
project and shall be submitted to the Company in a confidential
written report at such time. The results report shall be in
such form and setting forth such information and data as is
reasonably requested by the Company.
5. Inventions. Any and all inventions,
discoveries, developments and innovations conceived by the Contractor
during this engagement relative to the duties under this Agreement
shall be the exclusive property of the Company; and the Contractor
hereby assigns all right, title, and interest in the same to
the Company. Any and all inventions, discoveries, developments
and innovations conceived by the Contractor prior to the term
of this Agreement and utilized by [him or her] in rendering
duties to the Company are hereby licensed to the Company for
use in its operations and for an infinite duration. This license
is non-exclusive, and may be assigned without the Contractor’s
prior written approval by the Company to a wholly-owned subsidiary
of the Company.
6. Confidentiality. The Contractor
acknowledges that during the engagement [he or she] will have
access to and become acquainted with various trade secrets,
inventions, innovations, processes, information, records and
specifications owned or licensed by the Company and/or used
by the Company in connection with the operation of its business
including, without limitation, the Company’s business
and product processes, methods, customer lists, accounts and
procedures. The Contractor agrees that [he or she] will not
disclose any of the aforesaid, directly or indirectly, or use
any of them in any manner, either during the term of this Agreement
or at any time thereafter, except as required in the course
of this engagement with the Company. All files, records, documents,
blueprints, specifications, information, letters, notes, media
lists, original artwork/creative, notebooks, and similar items
relating to the business of the Company, whether prepared by
the Contractor or otherwise coming into [his or her] possession,
shall remain the exclusive property of the Company. The Contractor
shall not retain any copies of the foregoing without the Company’s
prior written permission. Upon the expiration or earlier termination
of this Agreement, or whenever requested by the Company, the
Contractor shall immediately deliver to the Company all such
files, records, documents, specifications, information, and
other items in [his or her] possession or under [his or her]
control. The Contractor further agrees that [he or she] will
not disclose [his or her] retention as an independent contractor
or the terms of this Agreement to any person without the prior
written consent of the Company and shall at all times preserve
the confidential nature of [his or her] relationship to the
Company and of the services hereunder.
7. Conflicts of Interest; Non-hire
Provision. The Contractor represents that [he or she] is free
to enter into this Agreement, and that this engagement does
not violate the terms of any agreement between the Contractor
and any third party. Further, the Contractor, in rendering [his
or her] duties shall not utilize any invention, discovery, development,
improvement, innovation, or trade secret in which [he or she]
does not have a proprietary interest. During the term of this
agreement, the Contractor shall devote as much of [his or her]
productive time, energy and abilities to the performance of
[his or her] duties hereunder as is necessary to perform the
required duties in a timely and productive manner. The Contractor
is expressly free to perform services for other parties while
performing services for the Company. For a period of six months
following any termination, the Contractor shall not, directly
or indirectly hire, solicit, or encourage to leave the Company’s
employment, any employee, consultant, or contractor of the Company
or hire any such employee, consultant, or contractor who has
left the Company’s employment or contractual engagement
within one year of such employment or engagement.
8. Right to Injunction. The parties
hereto acknowledge that the services to be rendered by the Contractor
under this Agreement and the rights and privileges granted to
the Company under the Agreement are of a special, unique, unusual,
and extraordinary character which gives them a peculiar value,
the loss of which cannot be reasonably or adequately compensated
by damages in any action at law, and the breach by the Contractor
of any of the provisions of this Agreement will cause the Company
irreparable injury and damage. The Contractor expressly agrees
that the Company shall be entitled to injunctive and other equitable
relief in the event of, or to prevent, a breach of any provision
of this Agreement by the Contractor. Resort to such equitable
relief, however, shall not be construed to be a waiver of any
other rights or remedies that the Company may have for damages
or otherwise. The various rights and remedies of the Company
under this Agreement or otherwise shall be construed to be cumulative,
and no one of the them shall be exclusive of any other or of
any right or remedy allowed by law.
9. Merger. This Agreement shall
not be terminated by the merger or consolidation of the Company
into or with any other entity.
10. Termination. The Company may
terminate this Agreement at any time by 10 working days’
written notice to the Contractor. In addition, if the Contractor
is convicted of any crime or offense, fails or refuses to comply
with the written policies or reasonable directive of the Company,
is guilty of serious misconduct in connection with performance
hereunder, or materially breaches provisions of this Agreement,
the Company at any time may terminate the engagement of the
Contractor immediately and without prior written notice to the
Contractor.
11. Independent Contractor. This
Agreement shall not render the Contractor an employee, partner,
agent of, or joint venturer with the Company for any purpose.
The Contractor is and will remain an independent contractor
in [his or her] relationship to the Company. The Company shall
not be responsible for withholding taxes with respect to the
Contractor’s compensation hereunder. The Contractor shall
have no claim against the Company hereunder or otherwise for
vacation pay, sick leave, retirement benefits, social security,
worker’s compensation, health or disability benefits,
unemployment insurance benefits, or employee benefits of any
kind.
12. Insurance. The Contractor will
carry liability insurance (including malpractice insurance,
if warranted) relative to any service that [he or she] performs
for the Company.
13. Successors and Assigns. All
of the provisions of this Agreement shall be binding upon and
inure to the benefit of the parties hereto and their respective
heirs, if any, successors, and assigns.
14. Choice of Law. The laws of
the state of [______________] shall govern the validity of this
Agreement, the construction of its terms and the interpretation
of the rights and duties of the parties hereto.
15. Arbitration. Any controversies
arising out of the terms of this Agreement or its interpretation
shall be settled in [____________________] in accordance with
the rules of the American Arbitration Association, and the judgment
upon award may be entered in any court having jurisdiction thereof.
16. Headings. Section headings
are not to be considered a part of this Agreement and are not
intended to be a full and accurate description of the contents
hereof.
17. Waiver. Waiver by one party
hereto of breach of any provision of this Agreement by the other
shall not operate or be construed as a continuing waiver.
18. Assignment. The Contractor
shall not assign any of [his or her] rights under this Agreement,
or delegate the performance of any of [his or her] duties hereunder,
without the prior written consent of the Company.
19. Notices. Any and all notices,
demands, or other communications required or desired to be given
hereunder by any party shall be in writing and shall be validly
given or made to another party if personally served, or if deposited
in the United States mail, certified or registered, postage
prepaid, return receipt requested. If such notice or demand
is served personally, notice shall be deemed constructively
made at the time of such personal service. If such notice, demand
or other communication is given by mail, such notice shall be
conclusively deemed given five days after deposit thereof in
the United States mail addressed to the party to whom such notice,
demand or other communication is to be given as follows:
If to the Contractor:
[name]
[street address]
[city, state, zip]
If to the Company:
[name]
[street address]
[city, state, zip]
Any party hereto may change its
address for purposes of this paragraph by written notice given
in the manner provided above.
20. Modification or Amendment.
No amendment, change or modification of this Agreement shall
be valid unless in writing signed by the parties hereto.
21. Entire Understanding. This
document and any exhibit attached constitute the entire understanding
and agreement of the parties, and any and all prior agreements,
understandings, and representations are hereby terminated and
canceled in their entirety and are of no further force and effect.
22. Unenforceability of Provisions.
If any provision of this Agreement, or any portion thereof,
is held to be invalid and unenforceable, then the remainder
of this Agreement shall nevertheless remain in full force and
effect.
IN WITNESS WHEREOF the undersigned
have executed this Agreement as of the day and year first written
above. The parties hereto agree that facsimile signatures shall
be as effective as if originals.
[company name]
By:____________________
Its:____________________ [title or position]
[contractor’s name]
By:____________________
Its:____________________ [title or position]
--------------------------------------------------------------------------------
SCHEDULE A
DUTIES, TERM, AND COMPENSATION
DUTIES: The Contractor will [describe
here the work or service to be performed]. [He or she] will
report directly to [name] and to any other party designated
by [name] in connection with the performance of the duties under
this Agreement and shall fulfill any other duties reasonably
requested by the Company and agreed to by the Contractor.
TERM: This engagement shall commence
upon execution of this Agreement and shall continue in full
force and effect through [date] or earlier upon completion of
the Contractor’s duties under this Agreement. The Agreement
may only be extended thereafter by mutual agreement, unless
terminated earlier by operation of and in accordance with this
Agreement.
COMPENSATION: (Choose A or B)
A. As full compensation for the services rendered pursuant to
this Agreement, the Company shall pay the Contractor at the
hourly rate of [dollar amount] per hour, with total payment
not to exceed [dollar amount] without prior written approval
by an authorized representative of the Company. Such compensation
shall be payable within 30 days of receipt of Contractor’s
monthly invoice for services rendered supported by reasonable
documentation.
B. As full compensation for the
services rendered pursuant to this Agreement, the Company shall
pay the Contractor the sum of ____________________ [dollar amount],
to be paid _____________________________________ [time and conditions
of payment.]
