Independent Contractor Agreement
This Independent Contractor Agreement (the “Agreement”), dated and effective as of [DATE], is
entered into by and between [Insert Name of Company]., a [Insert Name of State] corporation having a place of
business at [Insert Company Address], and [Insert Name of Contractor], an individual (“Contractor”).
1. Services to be Provided
The services include the following:
[Insert a description of services]
[Insert description and structure of compensation ]
[Describe any deliverables that will be provided ]
[Specify the term (length) of the relationship.]
5. Certain Other Agreements.
[Describe any other agreements that need to be addressed in this contract ]
6. Current Information. Contractor has truthfully completed the information required upon Attachment 1 and will apprise Company Name, in writing, of any changes thereto through the end of the fiscal tax year in which this Agreement expires or is terminated.
7. Standard Terms & Conditions.
Company Name and Contractor each acknowledge that the relationship between the parties is governed by the Standard Terms & Conditions attached hereto as Schedule 1 and incorporated into the Agreement by this reference.
ACKNOWLEDGED AND AGREED:
Company Name Contractor
Printed Name: Printed Name:
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Schedule 1: Standard Terms & Conditions
1. Services. Contractor agrees to provide the employers or clients, if any, and that no such
services as mutually agreed by the parties. This information has been or will be used in connection
Schedule 1 is attached to the initial services with rendering any of the services hereunder; (iii)
description, and these terms shall govern all performance of the terms of this Agreement will
additional services, unless otherwise agreed in not breach any agreement to keep in confidence or
writing. in trust prior to being retained by Company Name.
2. Term and Termination. This Agreement Contractor has not entered into, and agrees not to
shall continue until terminated by either party enter into, any oral or written agreement in
upon Insert Number of Days days' written notice, conflict herewith; and (iv) Contractor is highly
provided that termination by Contractor shall not skilled and experienced in providing the services.
be effective until completion of any specifically 6. Confidential Information. In connection
defined term applicable at the time of such notice. with this Agreement, Company Name may
Upon termination of this Agreement for any disclose to Contractor certain information (i) that
reason, the terms of paragraphs 5 through 12 shall is marked or otherwise identified, orally or in
survive and remain in effect. writing, as confidential or proprietary information
3. Payment for services; Expenses; of Company name (“Confidential Information”)
Equipment. As full compensation for the services prior to, upon or promptly after receipt by
to be provided by Contractor for activities that are Contractor; or (ii) which Contractor should
substantiated, pre-approved and actually worked, recognize from the circumstances surrounding the
Company Name agrees to pay Contractor in such disclosure to be Confidential Information.
amounts, at such times and in such manner as Contractor shall hold all Confidential Information
agreed in writing. Contractor is responsible for in confidence and will use such information only
paying all expenses arising from Contractor's for the purposes of fulfilling Contractor's
performance of the services. Contractor shall obligations hereunder and for no other purpose,
furnish, at Contractor's sole expense, all equipment and shall not disclose, provide, disseminate or
and materials used to perform the services. otherwise make available any Confidential
4. Independent Contractor. Contractor shall Information of Company Name to any third party,
perform the services as an independent contractor in either case without the express written
and shall not be deemed to be an employee of permission of Company Name.
Company Name. Contractor shall not be entitled to 7. Non-interference with Business. Contractor
any benefits provided by Company Name to its agrees not to solicit or do business with those
employees, and Company Name will make no clients or associates of Company Name which
deductions from any of the payments due to Contractor gained knowledge of through
Contractor hereunder to pay any governmental Contractor’s relationship with Company Name, if
agency or authority, except as may otherwise be such business could present any possible conflict
required by law. Contractor shall be personally of interest with the work between Contractor and
responsible for any and all taxes and other Company Name.
payments due on payments received hereunder. 8. Ownership. All work performed hereunder,
5. Representations and Warranties of and all materials developed or prepared for
Contractor. Contractor represents and warrants Company Name by Contractor (whether or not
that (i) during Company Name's retention of completed) (such materials, “Creations”), are
Contractor, Contractor will not disclose Confidential Information and the sole and
toCompany Name, or use, or induce Company exclusive property of Company Name, and all
Name to use, any confidential, proprietary or trade right, title and interest therein shall vest in
secret information of others; (ii) Contractor has Company Name and shall be deemed to be a work
returned all property and confidential, proprietary made for hire and made in the course of the
and trade secret information belonging to all prior services rendered hereunder. To the extent that
title to any such works may not, by operation of
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Independent Contractor Agreement Confidential
law, vest in Company Name or such Creations other remedy available to Company Name in law
may not be considered works made for hire, all or equity.
right, title and interest therein are hereby 11. Return of Company Name Property. On
irrevocably assigned to Company Name. All such termination of this Agreement, or at any time
Creations shall belong exclusively to Company Company Name so requests, Contractor will return
Name, with Company Name having the right to to Company Name(or destroy or delete such
obtain and to hold in its own name all copyrights, material if so instructed) all property belonging to
registrations or such other protection as may be Company Name and all material containing or
appropriate to the subject matter, and any constituting Confidential Information, including
extensions and renewals thereof. Contractor agrees any copies in my possession or control, whether
to give Company name and any person designated prepared by Contractor or by others.
by Company Name any reasonable assistance, at 12. Miscellaneous.
the cost and expense of Company Name, to perfect
the rights defined in this Section 8. (a) Governing Law. This contract will be
governed by and construed in accordance with the
9. Indemnification. Contractor will defend, laws of the State of California, without giving
indemnify and hold Company Name harmless effect to its choice of law rules.
from and against any and all liabilities, losses,
damages, costs and expenses (including legal fees (b) Severability; Waiver. If any provision of this
and expenses) associated with any claim or action Agreement is determined to be invalid, illegal or
brought against Company Name by a third party unenforceable, the validity or enforceability of the
arising out of (i) any breach or alleged breach of other provisions shall not be affected. Failure to
any of the representations and warranties of enforce any provision of this Agreement shall not
Contractor contained herein, (ii) any breach or constitute a waiver of any term hereof.
alleged breach of any other covenant contained (c) Assignment. Contractor may not assign, sell,
herein, or (iii) any finding by any agency or court transfer, delegate or otherwise dispose of, whether
that deems the Contractor to be an employee of voluntarily or involuntarily, or by operation of
Company Name. law, any rights or obligations under this
10. Equitable Relief. Contractor recognizes that Agreement with the prior written consent of
nothing in this Agreement is intended to limit any Company Name. Any purported assignment,
remedy of Company Name under the California transfer, or delegation without such consent shall
Uniform Trade Secrets Act. In addition, be void.
Contractor recognizes that the covenants contained (d) Amendment. In circumstances where the
in Sections 6, 7, 8 and 9 hereof are reasonable and services changes and/or new services
necessary to protect the legitimate interests of arrangements are made, the terms and conditions
Company Name, that Company Name would not as described by all other provisions of this
have entered into this Agreement in the absence of Agreement will remain in full force and effect
such covenants, and that Contractor's violation or whether or not a new Agreement, addendum, or
threatened violation of such covenants will cause change order is executed by both parties. This
Company Name irreparable harm and significant Agreement may be modified only in a writing
injury, the amount of which may be extremely signed by Company.
difficult to estimate, thus, making any remedy at (e) Entire Agreement. This Agreement sets forth
law or in damages inadequate. Therefore, the entire understanding between the parties with
Contractor agrees that Company Name shall have respect to the subject matter hereof, and there are no
the right to apply to any court of competent terms, conditions, representations, warranties or
jurisdiction for an order restraining any breach or covenants other than those contained herein. This
threatened breach of this Agreement and for any Agreement supersedes any previous agreements or
other relief Company Name deems appropriate, understandings between the parties with respect to
without the necessity of posting of any bond or the subject matter hereof, whether written or oral.
security. This right shall be in addition to any
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INDEPENDENT CONTRACTOR INFORMATION FORM
In order to comply with the rules & regulations of the State and Federal Government, persons
rendering services as Independent Contractors must meet the following criteria:
1) Engaged in a distinct occupation or business;
2) Perform services without direct supervision;
3) Provide tools & equipment for said services; and
4) Provide business license, and/or Federal I.D. number, or valid Social Security Number.
An Independent Contractor is required to report his/her annual income received (if over SIX HUNDRED
AND 00/100 DOLLARS ($600.00)) via a Form 1099. In order to comply with this regulation, please
provide the following information:
BUSINESS LICENSE NO:
FEDERAL TAX I.D. NO:
SOCIAL SECURITY NO:
I certify that the above is true and that I will promptly notify Company Name, in writing, of any changes
to the above, as set forth in that certain Consulting Agreement, dated as of Insert Date, to which this is an
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