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 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:
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
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
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
iv. Contractor’s Services shall be performed in a competent fashion in accordance with
applicable standards of the pro