Contract with Independent Contractor with Confidentiality Clause
Contract made on the (date), between (Name of Owner) of (street address, city, county, state,
zip code), referred to herein as Owner, and (Name of Contractor), a corporation organized and
existing under the laws of the state of (name of state), with its principal office located at (street
address, city, county, state, zip code), referred to herein as Contractor.
Whereas, Owner owns and operates a (type of business) business at the address set forth
above, and Owner desires to have the following services performed at Owner's place of
business (services to be contracted for).
Whereas, Contractor agrees to perform these services for Owner under the terms and
conditions set forth in this Contract.
Now, therefore, for and in consideration of the mutual covenants contained in this Contract,
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:
1. Description of Work. The work to be performed by Contractor includes all services
generally performed by Contractor in Contractor's usual line of business, including, but not
limited to, the following: (description of work to be performed).
2. Payment. Owner will pay Contractor $_______ for the work to be performed under this
Contract, according to the schedule set forth in Exhibit A attached hereto and made a part
3. Relationship of the Parties. Contractor is an independent contractor and is not an
employee, servant, partner or joint venturer of Owner. Owner shall determine the services to be
provided by Contractor, but Contractor shall determine the legal means by which it
accomplishes the services in accordance with this Contract. Owner is not responsible for
withholding, and shall not withhold or deduct from the commissions FICA or taxes of any kind,
unless such withholding becomes legally required. Contractor is not entitled to receive the
benefits which employees of Owner and is not entitled to receive and shall not be entitled to
workers compensation, unemployment compensation, medical insurance, life insurance, paid
vacations, paid holidays, pension, profit sharing, or Social Security on account of his services to
4. Liability. The work to be performed under this Contract will be performed entirely at
Contractor's risk, and Contractor assumes all responsibility for the condition of tools and
equipment used in the performance of this contract. Contractor will carry, for the duration of this
contract, public liability insurance in an amount acceptable to Owner. Contractor agrees to
indemnify Owner for any and all liability or loss arising in any way out of the performance of this
5. Duration of Contract. This Contract shall remain in force for a term of (specify period
time) from the date of this Contract. Notwithstanding the foregoing, either party may terminate
this Contract by giving (e.g. 30) days' written notice to the other of its intent to terminate this
agreement. Such termination may be made with or without cause. During the giving (e.g. 30)
period after such notice is sent, the parties shall continue to act toward each other in good faith.
6. Expenses. Owner shall not be liable to Contractor for any expenses paid or incurred by
the Contractor unless otherwise agreed to in writing.
7. Materials, Supplies, Equipment, and Tools. The Contractor shall supply, at its own
expense, all materials, supplies, equipment and tools required to accomplish the work agreed to
be performed in accordance with this Contract.
8. No Authority to Bind Owner. The Contractor has no authority to enter into contracts on
behalf of the Owner. This Contract does not create a partnership between the parties.
9. Compliance with Laws. The Contractor represents that it has complied with all federal,
state and local laws regarding business permits and licenses that may be required to carry out
the work to be performed under this Contract.
10. Confidentiality. The Contractor acknowledges that the Owner has a legitimate and
continuing proprietary interest in the protection of his confidential information and has
substantial sums and will continue to invest substantial sums to develop, maintain and protect
confidential information. The Contractor agrees that, during and after the Restricted Period,
without the prior written consent of the Owner, the Contractor shall keep secret and retain in
strictest confidence, and shall not knowingly use for the benefit of itself or others all confidential
matters relating to the Owner's Business including, but not limited to, operational methods,
marketing or development plans or strategies, business acquisition plans, joint venture
proposals or plans, and new personnel acquisition plans, learned by the Contractor prior to or