Expanded and internationalized version of Matt Farmer's Independent Contractor Work Agreement with Rolling Objectives intended for use with individual software developers/consultants (rather than contractor firms). Major changes in expanding Confidentiality, IP and Termination (Material Breach) clauses with material from other sources, with numerous other minor tweaks. The unlimited liability paragraph has also been removed since enforcement/coll... show moreection would almost certainly be meaningless. Click on See Changes from the branch to see all changes.
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (the “Agreement”) is made as of Date between COMPANY NAME , a corporation existing under the laws of Singapore with registration number 123456789A, or any of its current or future subsidiaries, affiliates, successors or assigns (collectively, the “Company”) and CONTRACTOR NAME, Passport / Identity Card S1234567A (the “Contractor”) (collectively, the “Parties”).
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;
WHEREAS, the Contractor affirms that he or she understands all of the provisions contained in this Agreement, and in the case that he or she requires clarification as to one or more of the provisions contained herein, he or she has requested clarification or otherwise sought legal guidance,
NOW, THEREFORE, in consideration of covenants and agreements contained herein, the parties hereto agree as follows:
1. Consulting Services
Effective SERVICES COMMENCEMENT DATE Company shall retain Contractor and Contractor shall provide Company with consulting services (the "Consulting Services"), including, but not limited to, software development in the field of AREA OF WORK
2. Objectives and Changes.
(a) Specification of Objectives. The Company will indicate specific tasks, actions to be completed, or results to be achieved under this agreement (henceforth "Objectives") on a rolling basis either orally or in writing. It is understood that Objectives may be added, removed, changes, or re-prioritized during the course of this agreement without penalty to the Company.
(b) Dispute of Objectives. In the event of a dispute about the Objectives communicated to the Contractor orally, the Contractor may request, in writing, that all future Objectives are communicated in writing and from that point forward only those Objectives communicated in writing shall be valid Objectives under this agreement. The Contractor may, at any time, choose to allow oral specification of Objectives again by notifying the Company in writing that such specification is once again allowed.
(a) Amount. The work performed by Contractor shall be performed at the rate set forth below:
Hourly fee: SGD$HOURLY RATE
Contractor and Company shall agree on the estimated number of hours to be worked on a weekly basis.
(b) Payment. Invoices shall be issued to Company by Contractor monthly after performance of the Work, and payment shall be due NUMBER OF DAYS business days after receipt of invoices.
(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.
(d) The payments made by the Company are full and complete compensation for all obligations assumed by Contractor under this Agreement and for all Work Product and Intellectual Property produced and assigned to the Company under or pursuant to paragraph 8 below.
(a) Payment. If the Company requires the Contractor to travel beyond the Contractor's usual place of work or residence, the 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 Consulting Services.
(b) Substantiation. The Contractor shall provide Company with documentation supporting all expenses.
(c) Payment. Company shall reimburse Contractor within NUMBER OF BUSINESS DAYS TO REIMBURSEdays 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.
(a) 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.
(b) The Contractor warrants that he or she is more than eighteen (18) years of age and not otherwise incapacitated at the time of the Agreement.
7. Confidential Information
(a) 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.
(b) Contractor and its employees further agree that, during the term of the Relationship and thereafter, Contractor and its employees will not improperly use or disclose to the Company any confidential, proprietary or secret information of Contractor’s former clients, employers or any other person or organization, and Consultant and its employees agree not to bring any such information onto the Company’s property, electronic spaces or places of business.
(c) This Agreement is intended to supplement, and not to supersede, any rights the Company may have in law or equity with respect to the protection of trade secrets or confidential or proprietary information.
8. Intellectual Property
(a) Work Product. During the course of performing the Consulting Services, Contractor and its directors, officers, employees, or other representatives may, independently or in conjunction with Company, develop information or intellectual property, produce work product, or achieve other results for Company to complete the objectives of the Consulting Services it performs for Company.
(b) Ownership. Contractor agrees that such information, intellectual property, work product, and other results, systems and information developed by Contractor and/or Company in the course of performing such Consulting Services (hereinafter referred to collectively as the "Work Product") shall remain the sole and exclusive property of Company.
(c) Assignment of Interest. To the extent that any right, title and interest in the Work Product is capable of prospective assignment, Contractor now assigns all right, title and interest in and to such Work Product, including but not limited to copyright and all rights subsumed thereunder, patents, trade marks, service marks, registered designs, copyright, database rights, design rights, confidential information, and all other intellectual property rights, including all extensions and renewals thereof (collectively, the "Intellectual Property") to the Company; and to the extent any Intellectual Property cannot prospectively be assigned, you will assign such Intellectual Property to the Company as and when it is created with immediate effect. Any assignment made under or pursuant to this paragraph is made or will be made with full title guarantee.
(d) Moral Rights. Contractor also agrees to waive any and all moral rights relating to the Work Product and Intellectual Property, including but not limited to, any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use, and subsequent modifications.
(e) Assistance. Contractor further agrees to provide all assistance reasonably requested by Company, both during and subsequent to the Term of this Agreement, in the establishment, preservation and enforcement of Company's rights in the Work Product and Intellectual Property.
(f) Return of Property. Upon the termination of this Agreement, Contractor agrees to deliver promptly to Company all printed, electronic, audio-visual, and other tangible manifestations of the Work Product, including all originals and copies thereof.
During the term of this Agreement and for NON-SOLICITATION PERIOD 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 TERM OF AGREEMENT 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 NOTICE PERIOD 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 12 shall survive termination or expiration of this Agreement.
11.1 Contractor warrants that, to the best of your knowledge and belief (having made reasonable enquiry of those likely to have relevant knowledge, but not having made any search of any public register) any advice or information given by you, or the content or use of any materials, works or information you provide to us in connection with this Agreement, will not constitute or result in any infringement of third-party rights.
13. Data Retention. You consent to our holding and processing any personal data we collect about you for the purpose of administering and managing our business.
14. Conflict Of Interest
Contractor agrees not to be directly engaged in, or concerned with any other business or profession which either competes with the Company or that might otherwise cause a conflict of interest without first obtaining the Company's written consent. If in any doubt as to whether a conflict of interest might exist, the Contractor should immediately discuss the matter with the Company before accepting any position or appointment.
15. Force Majeure
If the performance by either party of any obligation under this Agreement (except a payment obligation) is delayed or prevented by circumstances beyond such party's reasonable control, such party will not be in breach of this Agreement because of that delay in performance. However, if the delay in performance lasts for more than 3 months, the other party may terminate this Agreement with immediate effect by giving written notice.
16. 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) Assignment. This Agreement shall not be assigned by the Contractor without the consent of the Company, which shall not be unreasonably withheld.
(e) Severability. 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.
(f) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the SINGAPORE, without regard to its conflict of laws rules. Any action instituted by either party arising out of this Agreement shall only be brought, tried and resolved in the applicable courts having jurisdiction in SINGAPORE. Each party hereby consents to the exclusive personal jurisdiction and venue of the courts having jurisdiction in SINGAPORE.
(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.