This is an agreement between an independent contractor engineer and a company that is engaging the engineer's services. An independent contractor is a natural person, business, or corporation that provides goods or services to another entity under terms specified in a contract or with a verbal agreement (assuming it satisfies the Statute of Frauds). This document in its draft form contains numerous of the standard clauses commonly used in these types of agreements; however, additional language may be added to allow for customization to ensure the specific terms of the parties’ agreement are addressed. This form is useful to a person or entity that wishes to hire an engineer as an independent contractor.
This is an agreement between an independent contractor engineer and a company that is engaging the engineer's services. An independent contractor is a natural person, business, or corporation that provides goods or services to another entity under terms specified in a contract or with a verbal agreement (assuming it satisfies the Statute of Frauds). This document in its draft form contains numerous of the standard clauses commonly used in these types of agreements; however, additional language may be added to allow for customization to ensure the specific terms of the parties’ agreement are addressed. This form is useful to a person or entity that wishes to hire an engineer as an independent contractor. AGREEMENT THIS AGREEMENT (the “Agreement”), made as of ___________ [Instruction: Insert Date], by and between ___________ [Instruction: Insert Name of Company], ___________ [Instruction: Insert Address] (the “Company”) and ___________ [Instruction: Insert Name of Engineer], ___________ [Instruction: Insert Address] (the “Contractor”). WHEREAS Company desires to engage Contractor to provide certain services to Company as an independent contractor engineer and Contractor desires to accept such engagement; NOW, THEREFORE, in consideration of the promises and other good and valuable consideration set forth, the parties agree as follows: 1. Engagement. A. Company hereby engages Contractor on a non-exclusive basis to perform the engineering services indicated in Exhibit “A” (“Services”), attached hereto, and incorporated herein. B. Contractor agrees that Contractor’s Services will be rendered by Contractor as an independent contractor and that this Agreement does not create an employer-employee relationship between Contractor and Company. Contractor shall not have any right to receive employee benefits of any kind (including, but not limited to, health and accident insurance, life insurance, sick leave and/or vacation). Contractor agrees to pay all taxes including, self- employment taxes due in connection with this engagement and to indemnify Company in the event Company is required to pay any such taxes on behalf of the Contractor. 2. Fee. In consideration of Contractor’s Services hereunder, Company shall pay to Contractor the following amounts, all due and payable within thirty (30) days of Company receipt of an itemized invoice from Contractor. All unpaid amounts shall be subject to Contractor’s standard late payment fees and penalties, including but not limited to the accrual of interest at the legal rate. A. Contractor shall be paid at an hourly rate of ___________ Dollars ($___) [Instruction: Insert Amount] per hour, or portion thereof. B. Company will reimburse Contractor for reasonable, actual and necessary expenses incurred in the performance of the Services, including the purchase of any necessary parts in connection with the Services; provided, however, that all such expenses shall be subject to Company's prior approval. 3. Confidential Information. In connection with the performance of Services hereunder, Contractor may be exposed to confidential and proprietary information of Company, whether or not so identified (including without limitation this Agreement). All such confidential and/or proprietary information shall be held in strict confidence and shall not be disclosed to any third party without the prior written consent of Company. Contractor agrees that any breach by Contractor of this paragraph would cause irreparable damage to Company, and in the event of such breach, Company shall have, in addition to any and all remedies at law, the right to an injunction, specific performance or other equitable relief to prevent the violation or threatened violation of Contractor's obligations hereunder. 4. Representations, Warranties, and Indemnification. A. Contractor represents and warrants to Company that: i. Contractor has full power and authority to enter into and perform Contractor’s obligations under hereunder and that this Agreement is a legal, valid, and binding obligation of Contractor; ii. Contractor will carry liability insurance relative to Contractor’s Services performed for the Company. iii. The execution and performance of this Agreement will not violate any policies or procedures of any other person or entity for which Contractor is concurrently performing services; and iv. Contractor’s Services shall be performed in a competent fashion in accordance with applicable standards of the profession and law. B. Contractor hereby indemnifies and holds harmless Company, Company’s subsidiaries, and affiliates, and their respective officers and employees, from any damages, claims, liabilities, and costs (including reasonable attorney’s fees), or losses of any kind or nature whatsoever which may in any way arise from the Services performed by Contractor hereunder, or any breach or alleged breach by Contractor of this Agreement, including the agreements, representations and warranties set forth herein. 5. Miscellaneous. A. In the event that any provision or part of this Agreement shall be deemed void or invalid by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full force and effect. B. This Agreement constitutes the entire agreement between the parties hereto with respect to the specific subject matter hereof and supersedes all prior agreements or understandings of any kind with respect to the specific subject matter hereof. C. The waiver by either party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any subsequent or other breach or violation. D. Any modification to this Agreement must be in writing and signed by the parties or it shall have no effect and shall be void. E. This Agreement shall be governed in accordance with the laws of the State of _____________, [Instruction: Insert State], applicable to agreements to be wholly performed therein, with jurisdiction exclusive to the Federal and State courts located in the County of _____________ [Instruction: Insert County], State of ______________ [Instruction: Insert State]. IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first written above. COMPANY: ________________________________ [Instruction: sign] By: ___________________________ [Instruction: Insert Name of Signatory] Title: ___________________________ [Instruction: Insert Title of Signatory] CONTRACTOR: ________________________________ [Instruction: sign] By: ___________________________ [Instruction: Insert Name of Signatory] Title: ___________________________ [Instruction: Insert Title of Signatory] Exhibit “A” Services ___________ [Instruction: Insert Services That Engineer will perform]
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