DRAFT FOR REVIEW. Not legal advice. Laws vary by country and state; have this draft reviewed before anyone signs it.
Independent Contractor Agreement
This Independent Contractor Agreement (the “Agreement”) is made on between , of (“Contractor”), and , of (“Company”). Contractor and Company are each a “party” and together the “parties”.
1. Services
1.1Contractor will provide the following services to Company: .
1.2The deliverables are: .
1.3Extra work outside this scope needs a written change agreed by both parties, including any extra fee.
2. Independent contractor status
2.1Contractor is an independent contractor and not an employee, partner or agent of Company. Contractor controls the manner, means, hours and place of the work, and may hire helpers at its own cost, as long as the results meet this Agreement.
2.2Contractor provides its own tools, equipment and workspace.
2.3Contractor is responsible for its own taxes, registrations and business costs, and is not eligible for Company’s employee benefits. Contractor may work for other clients during this Agreement, provided it keeps Company’s confidential information private.
2.4This Agreement does not require either party to carry specific insurance.
3. Payment
3.1Company will pay Contractor a fixed fee of for the services described in this Agreement.
3.2Company will pay each invoice within of receiving it, by the method stated on the invoice.
3.3Company will reimburse reasonable expenses that it approved in writing before they were incurred, against receipts.
3.4If an invoice is overdue, Contractor may pause work after giving written notice until it is paid. Each party is responsible for its own taxes.
4. Term and ending this Agreement
4.1This Agreement starts on and continues until the services are completed (), unless it ends earlier as set out below.
4.2Either party may end this Agreement for any reason by giving written notice. Either party may end it at once by written notice if the other seriously breaches it and does not fix the breach within a reasonable time after being told.
4.3If this Agreement ends early, Company pays for the work done and approved expenses incurred up to the end date, and Contractor delivers the work completed up to that date once paid.
5. Ownership of the work
5.1Once Company has paid all fees due under this Agreement, Contractor transfers to Company all of Contractor’s rights in the deliverables created specifically for Company. Until then, Contractor keeps those rights.
5.2Contractor keeps ownership of tools, methods, templates and know-how that existed before this Agreement or that are not specific to Company, and grants Company a licence to use any of them included in the deliverables.
5.3Each party keeps ownership of material it supplies to the other. Company confirms that it has the right to let Contractor use the material it supplies for this work.
6. Confidentiality
6.1Each party will keep private any non-public information the other shares for this work, such as business plans, customer data, prices and unreleased material, and will use it only to carry out this Agreement.
6.2This does not cover information that is already public through no fault of the receiving party, that the receiving party already had or develops on its own, or that it must disclose by law, in which case it will tell the other party first when it is allowed to.
6.3These duties continue after this Agreement ends. Contractor and Company will return or delete the other’s confidential material when asked, except copies kept as required by law.
7. Limitation of liability
7.1To the extent the law allows, each party’s total liability arising from this Agreement is limited to the total fees paid by Company under it.
7.2Neither party is liable to the other for indirect or consequential losses, such as lost profits, except where the law does not allow this to be limited, or in cases of fraud, wilful misconduct or a breach of confidentiality.
8. Governing law and disagreements
8.1This Agreement is governed by the laws of .
8.2If a disagreement about this Agreement arises, the parties will first try to settle it by talking in good faith. If that does not work, either party may take it to the courts of the place whose law governs this Agreement.
9. General terms
9.1Entire agreement. This Agreement is the whole agreement between the parties on its subject and replaces earlier discussions about it.
9.2Changes. Any change to this Agreement must be in writing and accepted by both parties.
9.3Notices. Notices under this Agreement are given in writing to the addresses above, or to an e-mail address a party gives for that purpose.
9.4Severability. If a court finds part of this Agreement unenforceable, that part is limited as little as needed and the rest stays in effect.
9.5Assignment. Neither party may transfer this Agreement to someone else without the other party’s written consent.
9.6Counterparts. The parties may sign separate copies, on paper or electronically, which together form one Agreement.
Signatures
Contractor
Company