Law AgreementsParties
Client
The client is the party hiring the contractor for services.
Contractor
The contractor is the independent service provider.
THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is dated this ________ day of ________________, ________.
PARTIES(1) , of (the "Client"); and
(2) , of (the "Contractor").
(collectively, the "Parties" and each a "Party")
BACKGROUND
- The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
- The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
1. SERVICES PROVIDED
The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):
The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
The Contractor will perform the Services remotely.
The Contractor will provide all equipment, tools, and materials necessary to perform the Services.
The Contractor may not subcontract any portion of the Services without the prior written consent of the Client.
2. CHANGES TO SERVICES
Any changes to the Services or Deliverables must be authorized by a written change order signed by both Parties. a written change order signed by both Parties
3. ACCEPTANCE AND REVISIONS
The Client will review and accept deliverables within 5 days of receipt. If no rejection is provided within that period, the deliverables will be deemed accepted.
The Contractor will provide a reasonable number of revisions to conform the deliverables to the agreed requirements.
4. TERM OF AGREEMENT
The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.
5. COMPENSATION
The Contractor will charge the Client a flat fee of USD0.00 for the Services (the "Compensation").
The Client will be invoiced when the Services are complete.
Invoices submitted by the Contractor to the Client are due within 30 days of receipt.
In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Compensation to the date of termination provided that there has been no breach of contract on the part of the Contractor.
6. REIMBURSEMENT OF EXPENSES
The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
All expenses must be pre-approved by the Client.
7. CONFIDENTIALITY
Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorized by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
8. OWNERSHIP OF INTELLECTUAL PROPERTY
All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, is a "work made for hire" and will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
9. INDEPENDENT CONTRACTOR
In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers' compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.
10. TERMINATION
Either Party may terminate this Agreement at any time by providing 30 days' written notice to the other Party.
Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within ten (10) days after receiving written notice thereof.
11. INDEMNIFICATION
Each Party will indemnify and hold harmless the other Party from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of that Party's negligence, willful misconduct, or breach of this Agreement.
12. LIMITATION OF LIABILITY
Except for the carve-outs below, the total liability of either Party arising out of or relating to this Agreement will not exceed the total fees paid under this Agreement.
The foregoing limitation does not apply to claims arising from gross negligence, willful misconduct, or breaches of confidentiality or intellectual property obligations.
13. NOTICES
Any notice required or permitted under this Agreement shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or email.
Notices shall be sent to the Parties at the addresses set forth above, or to such other address as a Party may designate in writing.
14. ASSIGNMENT
No Party may assign this Agreement without the prior written consent of the other Party, and any attempted assignment without consent is void.
15. AMENDMENTS; WAIVER
This Agreement may be amended only by a written instrument signed by the Parties.
No waiver of any breach of this Agreement will be deemed a waiver of any subsequent breach, and no waiver will be effective unless in writing and signed by the waiving Party.
16. COUNTERPARTS; ELECTRONIC SIGNATURES
This Agreement may be executed in counterparts, each of which will be deemed an original, and signatures delivered electronically or by PDF will be binding.
17. SEVERABILITY
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
18. GOVERNING LAW
This Agreement will be governed by and construed in accordance with the laws of the State of .
IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this ________ day of ________________, ________