Independent Contractor Agreement

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Independent Contractor Agreement Powered By Docstoc
					This is an agreement between an independent contractor and a company that is
engaging the contractor'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 under a verbal agreement. 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 independent contractor.
                INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (this “Agreement”) is made and
entered into as of __________, 201___ [DATE] by and between ____________________ (the
“Company”) and ___________________ (the “INDEPENDENT CONTRACTOR”).

Recitals

WHEREAS, Company considers INDEPENDENT CONTRACTOR qualified to perform
certain services required by and for the benefit of Company;

WHEREAS, Company wishes to retain INDEPENDENT CONTRACTOR to perform such
services in the capacity of an independent contractor;

WHEREAS, INDEPENDENT CONTRACTOR wishes to perform such services in exchange
for the compensation as set forth in this Agreement;

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other
good and valuable consideration as set forth herein, the Company and INDEPENDENT
CONTRACTOR hereby agree as follows:

Terms

    1. WORK TO BE PERFORMED

         INDEPENDENT CONTRACTOR shall perform the following services for the benefit of
         Company:

         {Instruction: DESCRIBE WORK TO BE PERFORMED BY INDEPENDENT
         CONTRACTOR.}]

         (Hereinafter, collectively referred to as, the “Specified Work”).

    2. MATERIALS AND LABOR

    A. Materials. INDEPENDENT CONTRACTOR agrees to pay for and provide all materials,
       tools, and equipment required for the performance and timely completion of the Specified
       Work. All materials shall be of new and of good quality as determined by industry
       standards.

    B. Labor. INDEPENDENT CONTRACTOR shall employ an adequate number of workers
       skilled in their trades to suitably perform the Specified Work. Such workers shall possess
       a level of skill and workmanship equal to or better than that which is reasonable and
       customary for the industry.

    3. COMPENSATION


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    A. Payment. Company shall pay a fee to INDEPENDENT CONTRACTOR in
       consideration for the materials and labor to be provided by INDEPENDENT
       CONTRACTOR according to the following:

         [Instruction: DESCRIBE PAYMENT TERMS, INCLUDING BUT NOT LIMITED
         TO, THE TIMING OF PAYMENTS, WHETHER SUCH PAYMENTS ARE TO BE
         MADE IN INSTALLMENTS, THE AMOUNT OF EACH PAYMENT, ANY
         PAYMENTS THAT ARE TO BE ADVANCED TO INDEPENDENT CONTRACTOR,
         ETC.]

    B. Fringe Benefits. INDEPENDENT CONTRACTOR acknowledges that INDEPENDENT
       CONTRACTOR, as a result of his/her independent contractor status, is not entitled to any
       medical, dental, or vision insurance, pension, retirement, or profit sharing plan, or any
       other fringe benefit that may accrue to Company employees.

    4. COMPLETION OF SPECIFIC INDEPENDENT CONTRACTOR WORK

    A. Milestones. INDEPENDENT CONTRACTOR agrees to meet the following milestones
       in connection with various portions of the Specified Work as set forth below:

         Date                        Milestone(s) to be Completed

         _________                   ________________________________
         _________                   ________________________________
         _________                   ________________________________
         _________                   ________________________________

Final Completion. The Specified Work shall be completed on _________, 201__ [DATE]

    5. LIQUIDATED DAMAGES

         In the event that the work is delayed due to neglect of INDEPENDENT CONTRACTOR,
         INDEPENDENT CONTRACTOR agrees to pay the Company the sum of $_______
         [AMOUNT] per _______ [DAY/WEEK/MONTH] as liquidated damages until such time
         as the work is completed.

    6. CHANGE ORDERS

         All changes to and deviations from the Specified Work must be presented to the
         Company in writing, and the Company shall approve the same before INDEPENDENT
         CONTRACTOR may implement any such modifications. INDEPENDENT
         CONTRACTOR shall increase or decrease the contract amount accordingly.

    7. INSURANCE COVERAGE




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    A. Company. Company agrees to maintain full insurance for the Specified Work during the
       period of work, in Company’s name and in the name of INDEPENDENT
       CONTRACTOR.

    B. INDEPENDENT CONTRACTOR. INDEPENDENT CONTRACTOR agrees to obtain
       insurance to protect him/her against claims for property damage, bodily injury or death
       due to INDEPENDENT CONTRACTOR’S performance of this Agreement.

    8. RELATIONSHIP OF PARTIES

         The relationship of the Parties is that of independent contractors. Nothing contained in
         this Agreement and no action by either Party shall be deemed to constitute any Party or
         any of such Party’s employees or agents to be an employee or agent of the other Party or
         shall be deemed to create any partnership, joint venture, association, syndicate among or
         between any of the Parties, or shall be deemed to confer on any Party any express or
         implied right, power or authority to enter into any agreement or commitment, express or
         implied, or to incur any obligation or liability on behalf of the other party.

    9. TAXES

    A. Payment. INDEPENDENT CONTRACTOR is solely responsible for determination and
       payment of any taxes, including but not limited to any U.S. federal, state, local or foreign
       taxes, any sales or use taxes, required to be collected or paid in connection with the
       transactions contemplated by this Agreement, and INDEPENDENT CONTRACTOR
       shall indemnify Company against any and all such taxes.

    B. Withholding. Company shall be entitled to deduct and withhold from any payments
       pursuant to this Agreement in such amounts as may be required to be deducted or
       withheld therefrom pursuant to any provision of U.S. federal, state, local or foreign tax
       law or any applicable legal requirement. To the extent such amounts are so deducted or
       withheld, such amounts shall be treated for all purposes under this Agreement as having
       been paid to the person to whom such amounts would otherwise have been paid.

    C. Reporting. If INDEPENDENT CONTRACTOR is a U.S. taxpayer and receives
       payments from Company of $600 or more in a tax year, Company will issue
       INDEPENDENT CONTRACTOR an Internal Revenue Service (“IRS”) Form 1099
       reporting such payments. If requested by Company, INDEPENDENT CONTRACTOR
       agrees to complete and return via fax or mail an IRS Form W-9 (Request for Taxpayer
       Identification Number and Certification). If INDEPENDENT CONTRACTOR receives
       payments from Company of less than $600 in a tax year, it is INDEPENDENT
       CONTRACTOR’S responsibility to report such payments to the IRS.

    10. FORCE MAJEURE

         Except for the payment of money, neither party shall be liable for any delay in
         performing any of its obligations under this Agreement if such delay is caused by



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         circumstances beyond the reasonable control of the party so delayed and such party shall
         be entitled (subject to giving the other party written notice of the full particulars of the
         circumstances in question and using diligent efforts to resume full performance without
         avoidable delay) to a reasonable extension of time for the performance of such
         obligations.

    11. SEVERABILITY

         In the event that any one or more of the provisions contained herein, or the application
         thereof in any circumstance, is held invalid, illegal or unenforceable in any jurisdiction,
         the validity, legality and enforceability of any such provision in such jurisdiction in any
         other respect and of the remaining provisions herein shall not be affected or impaired
         thereby.

    12. GOVERNING LAW

         This Agreement will be interpreted and enforced under the laws of the state of _______
         [STATE], without regard to conflict of laws.

    13. ENTIRE AGREEMENT

         This Agreement contains the entire understanding of the parties. There are no
         representations, warranties, promises, covenants or undertakings of any nature
         whatsoever, except as herein expressly set forth. This Agreement supersedes all prior
         agreements and understandings between the parties with respect to such subject matter.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed the day and
year first above written.


COMPANY                                                  INDEPENDENT CONTRACTOR


Signature                                                Signature


Print Name                                               Print Name




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DOCUMENT INFO
Description: This is an agreement between an independent contractor and a company that is engaging the contractor'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 under a verbal agreement. 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 independent contractor.
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