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 CONSULTING AGREEMENT
This Independent Consulting 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 CONSULTANT NAME, Passport / Identity Card S1234567A (the “Consultant”) (collectively, the “Parties”).
WHEREAS, Company requests Consultant to perform services for it and may request Consultant to perform other services in the future; and
WHEREAS, the Company and Consultant desire to enter into an agreement, which will define respective rights and duties as to all services to be performed;
WHEREAS, the Consultant 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
(a) Engagement. Effective SERVICES COMMENCEMENT DATE Company shall retain Consultant and Consultant shall provide Company with consulting services (the "Consulting Services"), including, but not limited to, software development in the field of AREA OF WORK
(b) Standard of Services. All Services to be provided by Consultant shall be performed with promptness and diligence in a workmanlike manner and at a level of proficiency to be expected of a consultant with the background and experience that Consultant has represented it has. The Company shall provide such access to its information, property and personnel as may be reasonably required in order to permit the Consultant to perform the Services.
(c) Tools, Instruments and Equipment. Consultant shall provide Consultant’s own tools, instruments and equipment and place of performing the Services, unless otherwise agreed between the Parties.
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 Consultant orally, the Consultant 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 Consultant 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 Consultant shall be performed at the rate set forth below:
Hourly fee: SGD$HOURLY RATE
Consultant and Company shall agree on the estimated number of hours to be worked on a weekly basis or as often as mutually agreed.
(b) Payment. Invoices shall be issued to Company by Consultant 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 taxes of any nature derived from the Consultant's net income or for the withholding and/or payment of any taxes, workers' compensation, disability benefits or other legal requirements applicable to Consultant.
(d) The payments made by the Company are full and complete compensation for all obligations assumed by Consultant 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. Where the Company requires, and the Consultant incurs, expenses outside the scope of Paragraph 1(c), the Company shall reimburse Consultant for all pre-approved, reasonable and necessary expenses incurred in connection with the Consulting Services, including, without limitation, domestic and foreign travel, lodging and meal expenses .
(b) Substantiation. The Consultant shall provide Company with documentation supporting all expenses.
(c) Payment. Company shall reimburse Consultant within NUMBER OF BUSINESS DAYS TO REIMBURSE days upon receipt of a request for reimbursement from the Consultant.
5. Independent Consultant Status
(a) Status. Consultant 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. Consultant 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. Consultant 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 Consultant 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 Consultant respectively and any other person, firm or organization or any law or governmental regulation.
(b) The Consultant 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) Obligations of Non-Disclosure and Non-Use. Consultant 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 Consultant and its employees or for any entity other than the Company, any information relating to the Company's business, including but not limited to, the Work Product and any such materials or intellectual property; any of the Company projects or programs; the technical, commercial, marketing, or any other affairs of the Company; or, any confidential information which the Company has received from a third party (collectively, "Confidential Information").
(b) Confidential Information does not include information which: (i) is in or comes into the public domain without breach of this Agreement by the Consultant, (ii) was in the possession of the Consultant prior to receipt from the Company and was not acquired by the Consultant from the Company under an obligation of confidentiality or non-use, (iii) is acquired by the Consultant from a third party not under an obligation of confidentiality or non-use to the Company, or (iv) is independently developed by the Consultant without use of any Confidential Information or resources of the Company.
(c) Consultant and its employees further agree that, during the term of the Relationship and thereafter, Consultant and its employees will not improperly use or disclose to the Company any confidential, proprietary or secret information of Consultant’s former clients, employers or any other person,firm 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.
(d) 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, Consultant 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. Consultant agrees that such information, intellectual property, work product, and other results, systems and information developed by Consultant 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, Consultant 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, 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. Consultant 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. Consultant 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) License. In the event that Consultant integrates any work that was previously created by the Consultant into any Work Product, the Consultant shall grant to, and Company is hereby granted, a worldwide, royalty-free, perpetual, irrevocable license to exploit the incorporated items, including, but not limited to, any and all copyrights, patents, designs, trade secrets, trademarks or other intellectual property rights, in connection with the Work Product in any manner that Company deems appropriate. Consultant warrants that it shall not knowingly incorporate into any Work Product any material that would infringe any intellectual property rights of any third party.
(g) Return of Property. Upon the termination of this Agreement, Consultant agrees to deliver promptly to Company all printed, electronic, audio-visual, and other tangible manifestations of the Work Product and Confidential Information, including all originals and copies thereof. Consultant will not retain any originals or copies of the Work Product and Confidential Information in any form.
9. Interference with Business
(a) Conflict Of Interest. Consultant 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 Consultant should immediately discuss the matter with the Company before accepting any position or appointment.
(b) Non-solicitation. During the term of this Agreement and for NON-SOLICITATION PERIOD after any termination of this Agreement, Consultant will not, without the prior written consent of the Company, either directly or indirectly, on Consultant '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.
(a) This Agreement shall commence on the date and year first above written and shall continue for an initial period of TERM OF AGREEMENT unless earlier terminated in accordance with this Agreement.
(b) This Agreement shall be automatically renewed for successive periods of SUBSEQUENT TERMS on the same terms and conditions contained herein, unless terminated by either party in accordance with this Agreement.
(a) Notice of Termination.This Agreement may be terminated by either Party, without cause and without liability, by giving no less than fourteen (14) calendar days written notice of such termination to the other Party, or any other period as shall be mutually agreed in writing.
(b) Material Breach. This Agreement may be terminated by either Party by giving no less than one (1) calendar day written notice of such termination to the other Party in the event of a material breach by the other Party. “Material breach” shall include:
(i) any violation of the terms of Paragraphs 1(b), 3, 5, 6, 7, 8, 9 and 16(d),
(ii) any other breach that a Party has failed to cure within one (1) calendar day after receipt of written notice by the other Party,
(iii) the death or physical or mental incapacity of Consultant or any key person performing the Services on its behalf as a result of which the Consultant or such key person becomes unable to continue the proper performance of the Services,
(iv) an act of gross negligence or wilful misconduct of a Party, and
(v) the insolvency, liquidation or bankruptcy of a Party.
(c) Payment Upon Termination. The Company will pay Consultant for all Services performed by Consultant through the date of termination.
12. Force Majeure
(a) Either Party shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature.
(b) The obligations and rights of the Party so excused shall be extended on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the Parties’ respective obligations hereunder shall resume.
(c) In the event the interruption of the excused Party’s obligations continues for a period in excess of thirty (30) calendar days, either Party shall have the right to terminate this Agreement upon seven (7) calendar days’ prior written notice to the other Party.
13. Data Retention. Consultant consents to the Company holding and processing any personal data collected about the Consultant for the purpose of administering and managing the Company's business.
14. 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. The Services to be performed by Consultant hereunder are personal in nature, and Company has engaged Consultant as a result of Consultant’s expertise relating to such Services. Consultant, therefore, agrees that it will not assign, sell, transfer, delegate or otherwise dispose of this Agreement or any right, duty or obligation under this Agreement without the Company’s prior written consent. Nothing in this Agreement shall prevent the assignment by the Company of this Agreement or any right, duty or obligation hereunder to any third party.
(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) 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.
(g) 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.
IN WITNESS WHEREOF, the Company and the Consultant have each executed and delivered this Agreement as of the Effective Date.