This is our standard contract to hire an independent contractor or software developer, including an hourly based fee structure.
Merged in free software terms from Development Service Contract
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (the “Agreement”) is made as of between Work Department LLC with its principal place of business located at 4126 Third Street, Detroit, MI, 48201(the "Company") and Contractor Name, located at Contractor Address (the "Contractor").
WHEREAS, Company requests Contractor to perform services for it and may request Contractor to perform other services in the future; and
WHEREAS, the Company and Contractor desire to enter into an agreement, which will define respective rights and duties as to all services to be performed;
NOW, THEREFORE, in consideration of covenants and agreements contained herein, the parties hereto agree as follows:
Effective January 1, 2666, Company shall retain Contractor and Contractor shall provide Company with services (the "Services"), which shall include, without limitation:
Drupal website development related to Company's work with Excellent Schools Detroit, Inc.
(a) Change Orders. The Company, without invalidating this Agreement, may order changes in the work within the general scope of the Agreement consisting of additions, deletions, or other revisions.
(b) Adjustments to Compensation. In the event that any such changes materially impact the cost to the Contractor of performing the Services or the time required for such performance, the parties shall negotiate in good faith a reasonable and equitable adjustment in the applicable Fees and schedule, as applicable.
(a) Hourly Amount. The work performed by Contractor shall be performed at the rate of $XX.XX per hour.
(b) Payment. Contractor shall record hours worked within the Company's project management system. Company will pay Contract for hours worked every two weeks.
(c) Taxes. Company shall not be responsible for federal, state and local taxes derived from the Contractor's net income or for the withholding and/or payment of any federal, state and local income and other payroll taxes, workers' compensation, disability benefits or other legal requirements applicable to Contractor.
(a) Payment. Company shall reimburse Contractor for all pre-approved, reasonable and necessary expenses, including, without limitation, domestic and foreign travel, lodging and meal expenses incurred in connection with the Services.
(b) Substantiation. The Contractor shall provide Company with documentation supporting all expenses.
(c) Payment. Company shall reimburse Contractor within 14 days upon receipt of a request for reimbursement from the Contractor.
5. Independent Contractor Status
(a) Status. Contractor is an independent contractor of Company. Nothing contained in this Agreement shall be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.
(b) No Authority. Contractor shall have no authority to act as agent for, or on behalf of, Company, or to represent Company, or bind Company in any manner.
(c) No Employee Benefits. Contractor shall not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of Company.
6. Representations and Warranties. The Company and the Contractor respectively represents and warrants to each other that each respectively is fully authorized and empowered to enter into the Agreement and that their entering into the Agreement and to each parties' knowledge the performance of their respective obligations under the Agreement will not violate any agreement between the Company or the Contractor respectively and any other person, firm or organization or any law or governmental regulation.
7. Confidential Information
Contractor and its employees shall not, during the time of rendering services to the Company or thereafter, disclose to anyone other than authorized employees of the Company (or persons designated by such duly authorized employees of the Company) or use for the benefit of Contractor and its employees or for any entity other than the Company, any information of a confidential nature, including but not limited to, information relating to: any such materials or intellectual property; any of the Company projects or programs; the technical, commercial or any other affairs of the Company; or, any confidential information which the Company has received from a third party.
8. Intellectual Property
(a) Copyright: Copyright of all Services created while performing Services for the Company will be transferred to the Company upon delivery to the Company, except in the cases described below.
(b) Copyright Exceptions
(1) Contractor reserves the right to reuse and re-license portions of the Services as desired, as long as the portions are general solutions to common problems and are not specific to the Company's product.
(2) Any portions of the Product whose copyright is withheld by the developer are licensed to the Company for use in the Product under the GNU General Public License, version 2: http://www.gnu.org/licenses/gpl-2.0.html
(3) The Company will only be billed for portions of Services which were created during the effective period of this contract and created while performing Services for the Company.
(c) Intangible Property: Contractor retains ownership of all Intangibles gained by the Contractor (that are not previously owned by the Company) while providing Services.
During the term of this Agreement and for one year after any termination of this Agreement, Contractor will not, without the prior written consent of the Company, either directly or indirectly, on Contractor 's own behalf or in the service or on behalf of others, solicit or attempt to solicit, divert or hire away any person employed by the Company, or any customer of the Company.
This Agreement shall commence on the date and year first above written and shall continue for a period of six months unless earlier terminated in accordance with this Agreement.
(a) Notice of Termination. This Agreement may be terminated by either the Company or the Contractor at any time for any reason, with or without cause, by giving 21 days from written notice of termination.
(b) Payment Upon Termination. The Company will pay Contractor for all Services performed by Contractor through the date of termination.
(a) Indemnification by Contractor. Contractor agrees to indemnify and hold harmless Company and its officers, directors, employees and agents, from and against all claims, liabilities, losses, costs, damages, judgments, penalties, fines, attorneys' fees, court costs and other legal expenses, insurance deductibles and all other expenses arising out of or relating to, directly or indirectly, from:
(i) the negligent, grossly negligent, or intentional act or omission of Contractor or its directors, officers, employees, agents or Contractors,
(ii) Contractor's failure to perform any of its obligations under this Agreement, and
(iii) any act or omission of Contractor in connection with the Work.
(b) Notification. Company will promptly notify Contractor of any claim for indemnification.
(c) Survival. Contractor's obligations under this Section 10 shall survive termination or expiration of this Agreement.
13. General Provisions
(a) Entire Agreement. This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements, representations and understandings of the parties, written or oral.
(b) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same agreement.
(c) Amendment. This Agreement may be amended only by written agreement of the parties.
(d) Notices. All notices permitted or required under this Agreement shall be in writing and shall be delivered in person or by email.
(e) Assignment. This Agreement shall not be assigned by either party without the consent of the other party.
(f) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of laws rules.
(g) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege.
IN WITNESS WHEREOF, the Company and the Contractor have each executed and delivered this Agreement as of the Effective Date.