Contractor Agreement - Independent Contractor

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									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.



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   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



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       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




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       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




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