Independent Contractor Agreement (Software Development)

Independent Contractor Agreement for use when hiring a contractor for the purposes of software development.


THIS INDEPENDENT CONTRACTOR AGREEMENT is entered into on Date (the “Effective Date”) by and between Company Name (the “Company”), doing business at Company Address, and Contractor Name (the “Contractor”), doing business at Contractor Address (collectively, the “Parties”).

WHEREAS, the Company requests the Contractor to perform services for it and may request the Contractor to perform other services in the future; and

WHEREAS, the Company and the 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 the mutual promises and agreements hereinafter set forth the parties, intending to be legally bound, hereby agree as follows:

1. Services.

1.1. During the Term, the Company may engage the Contractor to provide the following services as needed (the "Services"):

Describe all of the services the contractor is expected to perform under this agreement, or otherwise reference an attached schedule of services.

1.2. The Contractor shall provide all necessary equipment and software required to perform the Services.

1.3. As a result of providing the Services, the Contractor will create certain executable software, source code and project files (collectively, the "Work Product").

1.4. The Contractor shall notify the Company of any change(s) to the Contractor’s schedule that could adversely affect the availability of the Contractor, whether known or unknown at the time of this Agreement, no later than Duration prior to such change(s). If the Contractor becomes aware of such change(s) within the Duration period, the Contractor shall promptly notify the Company of such change(s) within a reasonable amount of time.

2. Compensation.

2.1. Company agrees to pay Contractor, as full and complete compensation for Contractor’s Services and the rights granted to Company below in Section 5, and Contractor agrees to accept as full and complete compensation the following rate: Hourly Rate.

2.2. The Contractor shall issue invoices to the Company's accounts payable department within InvoiceDays days of completing the Services, unless otherwise instructed by the Company, and provide documentation as instructed by the Company's accounts payable department. The Company shall remit payment to the Contractor within InvoiceDays days of receiving the invoice from the Contractor.

2.3. The Contractor reserves the right to withhold delivery and any transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full.

2.4. The 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 the Contractor.

3. Term and Termination.

3.1. This Agreement takes effect immediately as of the Effective Date, and remains in full force and effect until the Contractor has completed the Services (the "Term"), unless earlier terminated under this Section 2.

3.2. The Company may terminate this Agreement for any reason with written notice to the Contractor.

3.3. Either Party may terminate this Agreement for cause by providing the other Party written notice if the other Party: (i) is in material breach of this Agreement and has failed to cure such breach within five (5) days after its receipt of written notice of such breach provided by the non-breaching Party; (ii) engages in any unlawful business practice related to that Party's performance under the Agreement; or (iii) files a petition for bankruptcy, becomes insolvent, acknowledges its insolvency in any manner, ceases to do business, makes an assignment for the benefit of its creditors, or has a receiver, trustee or similar party appointed for its property.

3.4.In the event of termination, Contractor shall be compensated in the amount of hourly fees for the Services performed by Contractor or Contractor Personnel through the date of termination.

3.5. In the event of termination and upon full payment of compensation as provided herein, Contractor grants to Company such right and title as provided for in Section 5 of this Agreement with respect to all Work Product, including source code and project files, as of the date of termination.

4. Independent Contractor Status.

4.1. The Parties intend that the Contractor and any Contractor Personnel be engaged as independent contractors of Company. Nothing contained in this Agreement will be construed to create the relationship of employer and employee, principal and agent, partnership or joint venture, or any other fiduciary relationship.

4.2. The Contractor shall provide the Services under the general direction of Company, but Contractor shall determine, in Contractor’s sole discretion, the manner and means by which the Services are accomplished.

4.3 The Contractor shall be permitted to engage and/or use third party designers or other service providers as independent contractors in connection with the Services (“Contractor Personnel”). Notwithstanding, Contractor shall remain fully responsible for all costs associated with the Contractor Personnel and such Contractor Personnel’s compliance with the various terms and conditions of this Agreement.

4.5. The Contractor may not act as agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner.

4.6. The Contractor shall not be entitled to worker's compensation, retirement, insurance or other benefits afforded to employees of the Company.

5. Ownership. The Parties intend that, to the extent the Work Product or a portion of the Work Product qualifies as a "work made for hire," within the definition of Section 101 of the Copyright Act of the United States (17 U.S.C. § 101), it will be so deemed a work made for hire. If the Work Product or any portion of the Work Product does not qualify as work made for hire, and/or as otherwise necessary to ensure the Company's complete ownership of all rights, titles and interest in the Work Product, the Contractor shall transfer and assign to the Company all rights, titles and interests throughout the world in and to any and all Work Product. This transfer and assignment includes, but is not limited to, the right to publish, distribute, make derivative works of, edit, alter or otherwise use the Work Product in any way the Company sees fit.

6. Rights Applications. Contractor agrees that Company shall have the exclusive right, but not the obligation, to file applications for copyright, trademark, patent, and other protections throughout the world to protect Company’s rights in the Work Product and that Contractor shall, upon the request of Company, perform such legal acts and execute and deliver to Company any such documents, applications and assignments reasonably requested by Company to secure, enforce and protect Company’s rights in the Work Product.

7. Portfolio Usage. The Contractor may make reference to the Work Product for the purpose of resumes or portfolios, only after the Work Product is complete, and with written approval by Company. No images, video clips, or any materials from the Work Product may be displayed or distributed at any time.

8. Representations. Both Parties represent that they are fully authorized and empowered to enter into this Agreement, and that the performance of the obligations under this Agreement will not violate or infringe upon the rights of any third-party, or violate any agreement between the Parties and any other person, firm or organization or any law or governmental regulation.

9. Indemnification.

9.1. Contractor agrees to indemnify, hold harmless, and at Company’s request, defend Company from and against any action brought against Company with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of a claim to the effect that there has been a material breach of any of the express warranties of Contractor under this Agreement.

9.2. Company agrees to indemnify, hold harmless and defend Contractor from and against any action brought against Contractor with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees, to the extent that such action is based upon or arises out of a claim to the effect that there has been a material breach of any of the express warranties of Company under this Agreement.

10. Miscellaneous Provisions.

10.1. This Agreement supersedes all prior independent contractor agreements of any kind, whether written or oral, between the Parties, preceding the date of this Agreement.

10.2. This Agreement may be amended only by written agreement duly executed by an authorized representative of each party (email is acceptable).

10.3. If any provision or provisions of this Agreement shall be held unenforceable for any reason, then such provision shall be modified to reflect the parties’ intention. All remaining provisions of this Agreement shall remain in full force and effect for the duration of this Agreement.

10.4. This Agreement shall not be assigned by either party without the express consent of the other party.

10.5. Neither party shall be liable to the other in the event of a force majeure including, but not limited to, strike, equipment failure, change in law, fire, earthquake, death, or any other cause which is beyond a party’s reasonable control (“Force Majeure”). Company shall have the right, but not the obligation, to terminate this Agreement without any further obligation to Contractor in the event of a force majeure which lasts for a period of ten (10) consecutive days or fifteen (15) days in aggregate.

10.6. 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.

10.7. This Agreement is to be governed by and construed in accordance with the laws of the State of ­­­­­­­­­­­­State. Each party hereby consents to the exclusive personal jurisdiction and venue of the courts, state and federal, having jurisdiction in the state of ­­­­­­­­­­­State.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

By: Sender Company

Name: Sender Name

Title: Sender Title

By: Receiver Company

Name: Receiver Name

Title: Receiver Title