INDEPENDENT CONTRACTOR AGREEMENT - Work For Hire

INDEPENDENT CONTRACTOR AGREEMENT - Work For Hire

INDEPENDENT CONTRACTOR AGREEMENT

("Agreement")

THIS AGREEMENT is effective as of the Insert Dateand is between Insert Name (“Company”), and Contractor Name("Contractor").

WHEREAS, Company wishes to engage an independent contractor to serve in the capacity set forth in section III below for the purpose of Insert Description.

WHEREAS, Contractor represents that it has special knowledge, expertise, and contacts to work in the capacity set forth below;

NOW, THEREFORE, in consideration of these voluntary promises, the mutually agreed to and drafted covenants contained below and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:

  1. Independent Contractor Relationship. Company hereby appoints Contractor as a non-exclusive independent contractor to perform the duties as set forth below. Contractor hereby accepts the appointment as Company's non-exclusive independent contractor, and agrees to act in this capacity only as an independent contractor upon the terms and conditions set forth in this Agreement. Contractor, and not Company, will determine the place, method, manner, details and means of performing the herein described services. It is the express intention of the parties, and Contractor represents and warrants, that Contractor is an independent contractor and not an employee, agent, joint venturer, or partner of Company, including for state or federal tax or any other purposes.
  2. Term of Agreement. This Agreement shall be effective as of the date first set forth above and shall terminate automatically on the occurrence of any of the following events: (1) Upon either party giving thirty (30) days written notice to the other with or without cause; (2) Bankruptcy or insolvency of either party; (3) Sale of the business by Company; or (4) Death and/or disability of Contractor. In the event that this Agreement is terminated consistent with this Section, Company shall have no further obligation or liability to Contractor whatsoever.
  3. Position/Capacity. [insert description].
  4. Contractor's Duties and Responsibilities. All work by contractor will be strictly consistent with terms founds herein. Contractor will not, without Company's express written authority, directly or indirectly make any contract, offer or sign any agreement or contract on behalf of the Company, extend credit in Company's name, or do any act which in any way binds or purports to bind Company. Contractor shall perform all service duties set forth herein in a professional, accurate, and ethical manner in good faith without any bias toward any person or entity, service, or product. Contractor shall be solely responsible for any and all expenses incurred by Contractor in connection with the performance of its services unless pre-approved, in writing, by the Company.
  5. Consideration. The compensation is ________________. No other compensation shall be paid by Company to Contractor.
  6. Intellectual Work Product Ownership. Contractor understands and agrees that it is being asked to create or contribute to the creation of works which may be covered by Intellectual Property law, including but not limited to copyrights. Contractor understands and agrees that copyrightable works that are made within the scope of Contractor’s relationship with Company will be considered “works made for hire” under the Copyright Act and Company will own all copyright rights in such works, regardless of providing attribution to Contractor as Author or Peer Reviewer of any such articles. Contractor warrants and agrees that Contractor will not seek and has not sought moral rights in any of the works Contractor has created or will create within the scope of Contractor’s relationship with Company. IF ANY OF THE WORKS CREATED WITHIN THE SCOPE OF CONTRACTOR’S RELATIONSHIP WITH COMPANY CANNOT CONSTITUTE A WORK MADE FOR HIRE UNDER THE COPYRIGHT ACT, CONTRACTOR EXPRESSLY ASSIGNS, EXCLUSIVELY AND IN PERPETUITY, ALL COPYRIGHT RIGHTS IN THOSE WORKS TO COMPANY. Contractor warrants and agrees that all work, including but not limited to text, images, software, forms, photographs, or fonts, will not violate the rights of third parties, including without limitation intellectual property rights and rights of publicity or privacy. Contractor agrees to indemnify and hold harmless Company for any and all claims, judgments, awards, damages, losses, or liability that may arise out of or in relation to Contractor’s work. Contractor further agrees to execute any and all documents requested by Company and shall cooperate in any endeavor Company makes to obtain rights or claims accruing under the copyright, trademark, or patent laws of any country for such work, article, product, program, design, and/or information. The provisions of this Section shall survive the termination of this Agreement for the maximum period permitted under applicable law.
  7. Restrictions & Non-Compete. Contractor represents and warrants to Company that it is not a party to any agreement, which would prohibit it from entering into this Agreement or performing the duties identified herein. Contractor further agrees that they will not create a website that sells online dating profile services or otherwise directly compete against Contractor.
  8. Non-Assignment. Company is relying upon the personal skills and abilities of Contractor. Therefore, Contractor may not assign any of the rights or responsibilities under this Agreement, including without limitation, its responsibility to review, edit, and approve articles, to any person or entity, without the prior written consent of Company. This Agreement shall be binding upon, and inure to the benefit of, the parties and their respective personal or legal representatives, successors, and permitted assigns.
  9. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous agreements, arrangements and understandings, whether written or oral, with respect to the subject matter.
  10. Notice. Any notice required under this Agreement may be provided by email to the following: Company – contact email or address.Contractor - contact email or addres. Notices to the parties may also be sent to the addresses in the opening paragraph of this Agreement. Any notice so mailed shall be deemed received on the date indicated in the return receipt. Any notice sent by facsimile shall be deemed received upon confirmation of receipt. Delivery by Federal Express or other recognized courier service, return receipt requested, shall be deemed personal delivery.
  11. Amendments. Except as otherwise expressly provided herein, this Agreement cannot be modified or amended except by a written instrument duly executed by the parties hereto.
  12. Waiver. The failure of either party to enforce the provisions of this Agreement at any time shall not be construed to be a waiver of such provision or the right thereafter to enforce each and every provision hereof. No waiver by either party, express or implied, of any breach of any term, condition or obligation of this Agreement shall be construed as a waiver of any subsequent breach of the same term, condition or obligation, or as a waiver of any breach of any other term, condition or obligation hereof.
  13. Arbitration, Governing Law, Jurisdiction, and Venue. Company and Contractor shall first notify the other and together meet before filing any litigation in state or federal court or filing any arbitration documents. Any disputes arising out of or relating to this Agreement, or concerning the validity, interpretation, breach, or violation or termination hereof, will be finally and conclusively settled by arbitration. The arbitration will be held in insert City, State, pursuant to the commercial arbitration rules of the American Arbitration Association (“AAA”) before a single arbitrator. The arbitrator will decide the claim on the basis of applicable legal principles and will have discretion to award costs and fees. However, the losing party shall be required to pay the prevailing party’s reasonable attorney’s fees. It is agreed that the determination or award of the arbitrator may be entered as a judgment in any court sitting within the State of State that has jurisdiction over the subject matter. The parties understand and acknowledge that the situs of this Agreement is within the State of State . As such, the parties further irrevocably submit to the personal jurisdiction of any such arbitrator and/or arbitration proceeding.

This Agreement and any disputes relating hereto shall be governed by and construed in accordance with the internal laws of the State of State without regard to the conflict of law rules thereof. The parties further agree that any action brought which in any way relates to this Agreement must be brought in the courts of Nevada.

IN WITNESS WHEREOF, the parties have executed this Agreement effective as of the day and year first above written.

Contractor , Contractor Name

By: _____________________________

Printed Name: __________________­­­___

Company, Company Name

By: _____________________________

Printed Name: __________________­­­___

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