This Independent Contractor Agreement Form was prepared by attorneys for www.ShouldiSign.com. This Independent Contractor Agreement Form lays out the relationship between a company and an independent contractor including, but not limited to, services that are to be provided, payment terms, the term of the relationship, confidentiality obligations, work for hire provisions, non-solicit restrictions and more.
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INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (this "Independent Contractor Agreement”) is entered into on [MONTH] [DAY], [YEAR] (the “Effective Date”) by and between [INDIVIDUAL OR BUSINESS NAME] (together with its subsidiaries, affiliates, successors or assigns, the “Company”), and [INDIVIDUAL OR BUSINESS NAME] (the “Contractor”).
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Services and Obligations of the Contractor.
Scope of the Services. During the term of this Independent Contractor Agreement, the Contractor shall perform the following services described or as are otherwise mutually agreed to in writing by the parties (collectively, the “Services”): [DESCRIBE AGREED SERVICES TO BE PROVIDED]
Method of Performing the Services. The Contractor agrees to perform Services and related tasks diligently, competently and in a professional manner to complete the Services and related tasks under this Independent Contractor Agreement within the time agreed for the completion. Unless otherwise approved by the Company, the Contractor shall furnish the necessary tools, equipment, materials and the like to complete the Services hereunder. Contractor further agrees to complete the Services and related tasks to the satisfaction of the Company and take full responsibility for any failure to do so within a timely manner.
Personnel. All Services shall be performed only by Contractor and Contractor's employees, unless otherwise approved in writing by the Company. If the Contractor utilizes any of its employees in the performance of the Services, the Contractor shall be solely responsible for all costs associated with such employees, including without limitation, any employee benefits, business expenses or salaries. The Contractor will be solely responsible for the acts of such employees. The Contractor warrants and covenants that such employees shall be subject to all of the obligations applying to the Contractor pursuant to this Independent Contractor Agreement.
Withholding, Taxes, Benefits and Insurance. [REDACTED.]
Independent Contractor Status. The Contractor and his/her employees, if any, shall at all times be and be deemed to be independent contractors of the Company nothing in this Independent Contractor Agreement shall be construed or applied to create a partnership, agency, joint venture or employer/employee relationship. The Contractor’s scope of authority consists solely of providing the Services to the Company. Neither the Contractor nor any of its employees: (i) shall, under any circumstances, have any authority to act for or to bind the Company or to sign the name of the Company or to otherwise represent that the Company is in any way responsible for his acts or omissions; (ii) has or have any authority to create any contract or obligation, express or implied, on behalf of, in the name of, or binding upon the Company or (ii) is authorized to make any material changes regarding customers or employees or to make any representations or agreements on the Company’s behalf with third parties, in each case, unless specifically authorized to do so in writing by the Company.
Term. The initial term of this Independent Contractor Agreement shall be [NUMBER] year(s) from the Effective Date (the “Term”). This Independent Contractor Agreement shall remain in effect upon a month to month basis thereafter unless either party provides [NUMBER] days prior written notice of nonrenewal.
Payment for Services. [REDACTED.]
Reimbursement of Expenses. [REDACTED.]
Termination. The Company may terminate this Independent Contractor Agreement with cause immediately upon learning of (a) breach by the Contractor of any of the terms and conditions of this Agreement; (b) commission by the Contractor of a crime, an act involving moral turpitude, dishonesty, theft, or unethical business conduct, or conduct that impairs or injures the reputation of, or harms, the Company; or (c) the Contractor aiding a competitor of the Company. In addition, this Independent Contractor Agreement shall terminate immediately upon the event of death, disability or incapacity of the Contractor. Either the Company or the Contractor may terminate this Independent Contractor Agreement for any reason upon [NUMBER] [day(s)/month(s)] written notice to the other party, which notice shall indicate the official date of termination. In the event that the Company terminates this Independent Contractor Agreement without cause prior to the expiration of the term set forth above, the Contractor will be paid through the official date of termination. In the event that the Contractor terminates this agreement for any reason and the Contractor fails to provide the Company with the required written notice prior to termination, the Contractor hereby acknowledges that the Company may bring an action at law or in equity against the Contractor in order to prevent or recover any and all actual or consequential damages resulting therefrom.
Indemnification. The Contractor agrees to indemnify, hold harmless and defend the Company and its directors, officers, employees and agents from and against any action, claim, demand or liability, including reasonable attorney’s fees and costs, arising from or relating to the services to be provided hereunder, including without limitation: (i) Contractor’s breach of this Independent Contractor Agreement; (ii) the negligence or willful misconduct of Independent Contractor; (iii) any allegation that the Contractor caused injury and/or damage to any third Person (“Person” is defined as any individual, corporation, company, partnership, government or any other entity) or (iv) the use or reproduction of the Works. The Contractor agrees that the Company shall have the right to participate in and control the defense of any such claim through counsel of its own choosing at the expense of the Contractor. This provision shall survive the termination of this Agreement.
Works for Hire. In entering this Independent Contractor Agreement, the Contractor hereby grants to the Company all rights, titles and interest in and the right to the results and proceeds of the Services including without limitation all intellectual property, trade secret or other rights in and to materials, data, and any other assets tangible or intangible conceived or first produced for the Company by you alone or with others (including, but not limited to, copy, scripts, storyboards, writings, trademarks, artwork, music, media plans, research projects, new product ideas and business systems or ideas) (collectively, the "Works"), and the Contractor agrees that such materials are works made for hire exclusively for the Company, its clients or its prospective clients, as applicable, under the copyright laws of the United States. In the event that any such Works are not a work made for hire under said copyright laws, the Contractor hereby assigns to the Company all rights, titles and interests in such Works and to execute whatever assignment of copyright and ancillary and confirmatory documents as may be required or appropriate to transfer exclusive title in such Works to the Company. From time to time, the Company, its clients or prospective clients may require the Contractor to agree to specific transfer of ownership provisions in addition to those set forth herein, and the Contractor hereby agrees to execute any agreement relating to such transfer of ownership provisions.
Confidential Information. As a condition of the retention of Contractor by Company, and in consideration of Contractor's receipt of any payments pursuant to this Independent Contractor Agreement, Contractor agrees to the following:
Company Information. [REDACTED.]
Third Party Information. [REDACTED - YOU CAN ACCESS THE FULL VERSION OF THIS AGREEMENT AT https://www.shouldisign.com/free-legal-forms/independent-contractor-agreement/].
Return or Destruction of Confidential Information. Upon termination or expiration of this Independent Contractor Agreement, the Contractor must promptly return to the Company, or certify in writing that it has destroyed, all Confidential Information having come into the Contractor’s possession. Upon the written request of the Company, the Contractor shall promptly destroy or delete all Confidential Information in all forms (including copies) and all derivative information including all copies; except where such return, destruction or deletion is prohibited by judicial or administrative order and except for a list of such Confidential Information which may be retained in confidence by the legal counsel of the Contractor for use only in connection with any dispute, claim or action arising from this Independent Contractor Agreement. The provisions of this paragraph shall survive the termination of this Agreement.
Solicitation of Customers. During the Term and for a period of [NUMBER] year(s) following the termination of this Independent Contractor Agreement for any reason whatsoever, the Contractor shall not, either directly or indirectly, on the Contractor’s behalf or on behalf of others, solicit or attempt to solicit on behalf of a competing business of the Company, any business from any customers or actively-sought prospective customers of the Company with whom the Contractor has had any contact during the Term or about whom the Contractor has acquired Confidential Information during the Term.
Solicitation of Company Employees. During the Term and for a period of [NUMBER] year(s) following the termination of this Independent Contractor Agreement for any reason whatsoever, the Contractor shall not, either directly or indirectly, on the Contractor’s own behalf or on behalf of others, solicit or hire away, or attempt to solicit or hire away, any person any person employed by the Company with whom the Contractor had regular contact in the course of his relationship with the Company, regardless of whether the employment of any such person is for a determined period of time or is “at-will.”
Contractor Representations. The Contractor hereby represent and warrant that: (a) the Contractor has complied and will comply with all applicable laws, rules and regulations in the performance of the services hereunder; (b) the Contractor has full power and authority to enter into this Independent Contractor Agreement, to perform all of the obligations hereunder, and to grant all of the rights granted herein; (c) all of the Works are and will be original and created by the Contractor and do not and will not infringe upon the copyright or any other right of any other person, including rights of privacy or publicity; and (d) no third party has any rights in, to or arising out of, or in connection with the Works, including without limitation any claims for fees, royalties or other payments.
Notices. Any notice or other communications required or permitted hereunder shall be sufficiently given if delivered in person or sent by electronic mail or by registered or certified mail, postage prepaid, addressed as follows: if to Contractor, at [MAILING ADDRESS] and/or [EMAIL ADDRESS], and if to the Company, [MAILING ADDRESS] and/or [EMAIL ADDRESS]; such notice or communication shall be deemed to have been given as of the date so hand-delivered and/or e-mailed, and three (3) days after the date of mailing.
Governing Law and Venue. This Independent Contractor Agreement is made and entered into in the State of [STATE] and shall be interpreted, enforced and governed by the laws of that state. The appropriate state or federal court in [COUNTY], [STATE] will be the exclusive jurisdiction and venue for any dispute arising out of this Independent Contractor Agreement. The parties voluntarily submit to the jurisdiction of these courts for any litigation arising out of or concerning the application, interpretation or any alleged breach of this Independent Contractor Agreement. The prevailing party in any action to enforce this Agreement shall be entitled to costs and attorneys’ fees.
Severability. Should any provision of this Independent Contractor Agreement be declared by any court of competent jurisdiction to be illegal or invalid, the parties agree that the court shall modify the Independent Contractor Agreement so that the invalid provision is made to be valid. If the court determines that such provision cannot be judicially modified so as to make it valid, the validity of the remaining provisions shall not be affected thereby, and the invalid provision shall be deemed to not be a part of this Independent Contractor Agreement.
Assignability. The services contracted for hereunder are dependent upon the qualifications of the Contractor and may not be assigned by the Contractor without the express written consent of the Company. In the event of death, disability or incapacity of the Contractor, this Independent Contractor Agreement shall terminate, and any amounts owed to the Contractor by the Company will be paid to the Contractor’s estate.
Amendments. This Independent Contractor Agreement may not be amended, supplemented, modified or replaced in any manner except in writing signed by the parties.
Entire Agreement. This Independent Contractor Agreement sets forth the entire agreement between the parties hereto, and fully supersedes any and all prior agreements or understandings between them pertaining to the subject matter hereof. It is agreed that this Independent Contractor Agreement may be modified only in writing, executed by both parties.
Counterparts and Electronic Signatures. This Independent Contractor Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by facsimile transmission or by e-mail delivery of a ".pdf" format data file, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such facsimile or ".pdf" signature page were an original thereof.
Acknowledgments. The Contractor and the Company acknowledge and agree that they have had a sufficient opportunity to review the terms of this Independent Contractor Agreement. The Contractor further acknowledges that in executing this Independent Contractor Agreement he is not relying nor has he relied upon any other representation or statement made by the Company or by any of the Company’s agents with regard to the subject matter hereof. The Contractor has carefully read and fully understands all of the provisions of this Independent Contractor Agreement and is voluntarily entering into this Independent Contractor Agreement.
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