NAME OF LLC LLC
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (the “Agreement”) is made as of the date __________________ between NAME OF LLC LLC, a New York limited liability company (the “Company”) and __________________________________ (the “Contractor”) (collectively referred to as the “Parties”).
WHEREAS, The Company and Contractor deem it in their best interests to express in this Agreement their understandings regarding the scope of the services that Contractor will provide and the rights and obligations of the Company as the Contractor’s employer.
WHEREAS, The Company seeks to engage Contractor as an independent contractor, and Contractor seeks to provide his or her services according to the terms and conditions of this Agreement.
NOW, THEREFORE, In consideration of the mutual promises and covenants set forth herein, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:
This Agreement will become effective on the date of ____________________ and continue for a period of ___________________, or until Contractor has completed the agreed upon Services in Section 2. Early termination is governed by Section 16 of this Agreement.
2. DUTIES AND SCOPE OF CONTRACTOR SERVICES
Contractor’s duties and responsibilities will include, but are not limited to: _________________________________________________________________________
3. INDEPENDENT CONTRACTOR STATUS
Contractor acknowledges and agrees that all Services will be rendered by him/her as an independent contractor and that this Agreement does not create an employer/employee relationship between the Company and Contractor. Thus, Contractor shall have no right to receive employee benefits including, but not limited to, insurance, social security, unemployment or any other benefits afforded to employees of the Company.
Company shall also 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.
The Contractor, as a non-employee, shall have no authority to act as an agent for, or on behalf of, the Company, or to represent the Company, or bind the Company in any manner.
The Company shall pay Contractor according to the following terms: __________________________________________________________________________.
Payment shall be made by_____________________________________________________.
Contractor shall be entitled to reimbursement for all reasonable travel expenses and other expenses incurred in the normal course of performing Contractor’s Services. To obtain reimbursement, Contractor must submit all receipts for expenses incurred and may be required to provide further substantiation of the Services rendered in connection with the expenses.
As part of the Contractor’s proposal, the Contractor shall submit an itemized list of expected expensesin advance. If, through the course of the work expenses exceed ten percent of the expected expenses the Contractor shall immediately notify the Company, and receive approval before incurring additional expenses.
6.CONTRACTORS OBLIGATIONS TO THE COMPANY
During Contractor’s engagement with the Company, he/she will comply with the Company’s policies, rules and regulations. Contractor represents and warrants that he/she has no conflicting obligations during the course of this engagement and shall not take on commitments that would prohibit Contractor from completing the Services described in Section 2.
Contractor agrees to promptly notify the Company of any changes to his/her schedule that could adversely affect his/her availability. Contractor further agrees that in the event he/she decides to terminate this agreement he/she will provide at least thirty (30) days notice to the Company.
7. CONTRACTOR REPRESENTATIONS
Contractor represents that: (1) he/she is not a party to any agreement that would prohibit him/her from entering into this Agreement with the Company; (2) no trade secret or proprietary information belonging to Contractor’s previous employers will be disclosed by him/her at the Company (3) Contractor has brought to the Company’s attention any and all matters that could impact this Agreement or his/her future employment at the Company, including but not limited to any non-disclosure agreements, non-competition agreements, or other work restrictions.
8.THE COMPANY’S OBLIGATIONS TO CONTRACTOR
The Company agrees to communicate and cooperate with Contractor and shall notify him/her of any changes affecting this Agreement at least thirty (30) days before implementing such changes. The Company further agrees to make timely payments to Contractor for the Services rendered under this Agreement.
9. CONFIDENTIAL INFORMATION
During Contractor’s engagement at the Company, and at all times thereafter, Contractor agrees to maintain in confidence all business information, proprietary information, trade secrets, and any other information that the Company holds as confidential. Contractor further agrees not to disclose to anyone, for any reason, confidential or personal information that relates to the Company’s employees, staff, clients or other business contacts.
Contractor agrees that all confidential information, business information, proprietary information, trade secrets, and other forms of sensitive Company information will be used solely for the benefit of the Company, and not for personal use, nor the benefit of any other third party.
Contractor agrees that while he/she is engaged by the Company, he/she will not directly or indirectly be employed by, or be connected in any manner with a business that is competitive with the business of the Company.
Contractor further agrees that in the event that this Agreement is terminated by either party, he/she will not, for a period of two (2) years directly or indirectly engage in, be employed by, or in any manner be connected with a business that is competitive with the business of the Company. Contractor also agrees that he/she will not attempt to induce any employee, representative, agent, vendor, or other party related to the Company to terminate or alter their relationship with the Company.
Contractor agrees that while he/she is engaged by the Company, and at all times thereafter, he/she will not use any Company information for any purpose that is not in the best interest of the Company. This includes, but is not limited to, intellectual property, customer information, client information, financial information, confidential information, or any other information or materials that have been acquired by the Company.
In the event of a breach or a threatened breach of the provisions in this Section, the Company shall be entitled to an injunction and may pursue any other remedies available at law.
11. AT-WILL ENGAGEMENT
Contractor’s engagement at the Company is “At-Will.” This means that Contractor has the right to terminate his/her engagement at any time and for any reason, in accordance with the notice requirements of Section 6 and Section 16 of this Agreement. Likewise, the Company may terminate Contractor’s Services with or without cause at any time and for any reason. Accordingly, this Agreement is not to be interpreted as containing any guarantee of the duration of the Contractor’s engagement. As such, the recitation of the time period in Section 1 in this letter is solely for the purpose of defining the proposed length of Contractor’s engagement.
Contractor agrees to indemnify, defend and hold harmless the Company, its officers, directors, employees, subcontractors, agents, and their respective successors, heirs and assigns (the “Indemnitees”), against any claim, liability, cost, damage, deficiency, loss, expense or obligation of any kind, including attorneys fees and other costs of litigation, incurred by the Indemnitees in connection with any claims, suits, actions, demands, or judgments arising out of this Agreement including, but not limited to, actions in the form of tort, warranty, negligence, or strict liability.
13. INTELLECTUAL PROPERTY
Contractor represents that all work product provided by him/her to the Company during the course of providing the Services under this Agreement shall become the sole and exclusive property of the Company, and shall to the extent permitted by law be a "work made for hire" within the definition of Section 101 of the Copyright Act (17 U.S.C. § 101).
To the extent any work product is not deemed to be a work made for hire within the definition of the Copyright Act, Contractor hereby agrees to assign to the Company all rights to such work product.Contractor further agrees to waive all moral rights relating to his/her work product.
14. ENTIRE AGREEMENT
This Agreement is the entire agreement regarding the terms and conditions of Contractor’s engagement. Accordingly, it supersedes and replaces any prior oral or written communications.
The Company may update this Agreement from time to time. At such times, the Company will present Contractor with an updated version of this Agreement in writing, at which time the Contractor may either elect the new terms and continue to his/her engagement or decline the new terms and end the engagement.
16. EARLY TERMINATION
If Contractor terminates this Agreement before the end of the Term set forth in Section 1, or if the Company terminates this agreement before the end of the Term set forth in Section 1, or if Contractor becomes physically or mentally unable to perform his Services, then Contractor’s fees shall cease on the date of termination. After such termination, the Company shall pay Contractor within thirty (30) days for the Services rendered and expenses accrued before the effective date of the termination.
This Agreement may be terminated without cause by either party upon thirty (30) days prior written notice by either Party to the other. Upon termination, neither party shall have any further obligations under this Agreement, except for confidentiality restrictions and any other obligations, which by their nature survive the termination.
If one or more provisions of this Agreement are held to be unenforceable under applicable law, the Parties agree that such provision shall be excluded from this Agreement and the balance of the Agreement shall be enforceable in accordance with its terms.
This Agreement and the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of New York without giving effect to principles of conflicts of law.
IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed on the day and year written above.
Title: Independent Contractor
Title: NAME OF LLC LLC