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. An independent contractor does not work regularly for an employer but works as required. An independent contractor may be subject to the Law of Agency depending on the conduct of the employer and the independent contractor. 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.
Contractor Agreement - Independent Contractor This agreement is used by a company to engage the services of an independent contractor. Independent contractors are not considered employees of the company and possess more autonomy in the manner in which their work is performed. This document sets forth the material terms of the agreement including, the work to be performed, compensation, project milestones and insurance requirements. It contains numerous standard provisions as well as opportunities for customization to address the specific needs of the parties. This document should be used by independent contractors or companies that hire independent contractors. INDEPENDENT CONTRACTOR AGREEMENT THIS INDEPENDENT CONTRACTOR AGREEMENT (the “Agreement”) is made and entered into as of _______________________ _____, ___by and between ____________________ (“Company”) and ___________________ (“Contractor”). I. RECITALS A. Company considers Contractor qualified to perform certain services required by and for the benefit of Company; B. Company wishes to retain Contractor to perform such services in the capacity of independent contractor; and C. 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 set forth herein, Company and Contractor hereby agree as follows: II. TERMS A. WORK TO BE PERFORMED Contractor shall perform the following services for the benefit of Company: ______________________________________________________________________________ ______________________________________________________________________________ ____________________________________________________________ (the “Specified Work”). [Describe Work to Be Performed By Contractor] B. MATERIALS AND LABOR 1. Materials: 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 good quality as determined by industry standards. 2. Labor: 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. © Copyright 2013 Docstoc Inc. 2 C. COMPENSATION 1. Payment: Company shall pay a fee to Contractor, in consideration for the materials and labor to be provided by Contractor according to the following: _____________________________________________________________________ _____________________________________________________________________ _____________________________________________________________________ _________ [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 contractor, etc.]. 2. Fringe Benefits: Contractor acknowledges that Contractor, as a result of Contractor’s independent contractor status, is not be entitled to any medical, dental, vision, pension, retirement, or profit sharing plan or any other fringe benefit that may accrue to Company’s employees. D. COMPLETION OF SPECIFIC WORK 1. Milestones: Contractor agrees to meet the following milestones in connection with various portions of the Specified Work as set forth below: Date Milestone to be Completed _________ ________________________________ _________ ________________________________ _________ ________________________________ _________ ________________________________ Final Completion: the Specified Work shall be completed on _______________________________________________________________ E. LIQUIDATED DAMAGES In the event the Specified Work is delayed due to neglect of Contractor, Contractor agrees to pay Company the sum of $_____________________________ ($__) Dollars per __________________ [day/week/month] as liquidated damages until such time as the Specified Work is completed. F. CHANGE ORDERS All changes to and deviations from the Specified Work must be presented to Company in writing, and Company shall approve same before, Contractor may implement any such changes or deviations. Contractor shall increase or decrease its fee amount accordingly. G. INSURANCE COVERAGE © Copyright 2013 Docstoc Inc. 3 1. Company: Company agrees to maintain full insurance for the Specified Work during the period of work, both in Company’s name and in the name of Contractor. 2. Contractor: Contractor agrees to obtain insurance to protect Contractor against claims for property damage, bodily injury, or death arising from Contractor’s performance of this Agreement. H. RELATIONSHIP OF PARTIES The relationship of the Parties is that of employer and independent contractor. Nothing contained in this Agreement and no action by either Party shall be deemed to constitute any Party or any 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, or 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. I. TAXES 1. Payment: Contractor is solely responsible for determination and payment of any taxes, including but not limited to any federal, state, local, or foreign taxes and any sales or use taxes, required to be collected or paid in connection with the transactions contemplated by this Agreement, and Contractor shall indemnify Company against any and all such taxes. 2. Reporting: If Contractor is a U.S. taxpayer and receives payments from Company of _______ Dollars ($____) or more in a tax year, Company will issue Contractor an Internal Revenue service (“IRS”) Form 1099 for reporting such payments. If requested by Company, Contractor shall complete and return an IRS Form W-9 (Request for Taxpayer Identification Number and Certification) via fax or mail. If Contractor receives payments from Company of less than _______ Dollars ($____) in a tax year, it is Contractor’s responsibility to report such payments to the IRS. J. 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 circumstances beyond the reasonable control of the Party so delayed. 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. III. WITNESSETH © Copyright 2013 Docstoc Inc. 4 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed the day and year first above written. COMPANY CONTRACTOR Signature Signature Print Name Print Name © Copyright 2013 Docstoc Inc. 5
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