Independent Contractor Agreement

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									Independent Contractor
Agreement Form
This is an agreement between an independent contractor and a company that is
engaging the contractor's services. This document in its draft form contains numerous of
the standard clauses commonly used in these types of agreements, including a
description of the services, the agreement term and payment details. It also provides
opportunities for customization to address the specific needs of the parties. This form
should be used by small businesses when hiring an independent contractor.
                 INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement (the "Agreement") is made and entered between:
____________________________with its business place at _____________________
hereinafter referred to as “Company” and ____________________________, an individual
residing at _____________________hereinafter referred to as "Contractor".

Background:

   A. WHEREAS, Company is in the business of __________________________
      {Instruction: describe business of Company};

   B. WHEREAS, Company desires to retain Contractor [non]exclusively for the purpose of
      ________________, {Instruction: describe and/or list duties and responsibilities of
      Contractor.} and;

In consideration of the covenants and conditions hereinafter set forth, Company and Contractor
agree as follows:

   1. TERM

This Agreement shall commence on ________________201__ and shall expire on ______            ,
201___ (the “Term”) unless terminated earlier in accordance with Clause 9, below.

   2. ENGAGEMENT

Subject to the terms and conditions of this Agreement, the Company is engaging Contractor, as
an independent contractor for __________________________(hereinafter, “Work”).

   3. SERVICES

Contractor shall perform services (the "Work") for the Company as specified in Schedule "A",
attached hereto and made part hereof, which may be amended in writing from time-to-time, and
agreed to by the Company.

   4. PAYMENT

       (a) Fees. In consideration of the services to be performed by the Contractor under this
           Agreement, the Employer agrees to pay the Contractor in the amounts and in
           accordance with Schedule B, attached to this Agreement.

       (b) Reimbursable Expenses. The Employer shall reimburse Independent Contractor’s
           reasonable travel expenses incurred in performing services pursuant to this
           Agreement, including ______________________________, [LIST ITEMS
           SPECIFICALLY REIMBURSEABLE] but not including personal expenses such as
           lodging, meals, cellular telephone, etc. Reimbursement will only be made upon


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           presentation by Contractor to the Employer of itemized receipts for expenses included
           with the weekly report described in Section 2(c).

       (c) Weekly Reporting. For all weeks during which the Independent Contractor performs
           services or incurs reimbursable expenses pursuant to this Agreement, he shall provide
           to the Employer, on a weekly basis, during the Term, a written report of all such
           hours worked and reimbursable expenses incurred (including receipts). The
           Independent Contractor’s compensation and reimbursement is payable within 30 days
           following the Employer’s receipt of the Independent Contractor’s weekly report.

   5. CONFIDENTIALITY

(a) Contractor recognises and acknowledges that the Company possesses certain Confidential
Information that constitutes a valuable, special, and unique asset. Confidential Information shall
include all information and materials belonging to, used by, or in the possession of the Company
relating to its products, processes, services, technology, inventions, patents, ideas, contracts,
financial information, developments, business strategies, pricing, current and prospective
customers, marketing plans, and trade secrets of every kind and character,

(b) Confidential Information shall not include: information that was already within the public
domain at the time the information is acquired by Contractor; or, information that subsequently
becomes public through no act or omission of the Contractor.

(c) Contractor agrees that all of the Confidential Information is and shall continue to be the
exclusive property of the Company, whether or not prepared in whole or in part by Contractor
and whether or not disclosed to or entrusted to Contractor's custody. Contractor agrees that
Contractor shall not, at any time following the execution of this Agreement, use or disclose in
any manner any Confidential Information of the Company.

   6. OWNERSHIP OF WORK PRODUCT

(a) As set forth in this section, any and all works, ideas, discoveries, inventions, patents,
products, designs, business methods or other information (collectively, the “Work Product”)
which the Contractor may conceive or make during the Term, developed in whole or part in
connection with the Contractor’s services to the Employer, shall be the sole and exclusive
property of the Employer. The Contractor acknowledges and agrees that any copyrightable
works he prepares within the scope of his services to the Employer, are “works for hire” under
the Copyright Act and that the Employer will be considered the author and owner of such works.

(b) In the event that any portion of any Contractor's Work constitutes a work for which
Contractor cannot grant to Company the rights set forth above, Contractor shall specify on
Schedule "C" attached hereto: the nature of such work; its owner; any restrictions or royalty
terms applicable to Contractor's or Company's use of such work or Company's exploitation
thereof; and the source of Contractor's authority to employ the work in the preparation of the
Contractor's Work. Contractor represents and warrants that the works set forth on Schedule "C"
are the only works that fall outside the grant of rights by Contractor in this Agreement.



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   7. RETURN OF MATERIALS

Contractor agrees that upon termination of this Agreement, Contractor will return to the
Company all templates, drawings, blueprints, notes, memoranda, specifications, designs,
writings, software, devices, documents and any other material containing or disclosing any
confidential or proprietary information of the Company. Contractor will not retain any such
materials.

   8. REPRESENTATIONS AND WARRANTIES

            (a) By Contractor:
Contractor represents and warrants that Contractor's agreement to perform the Work pursuant to
this Agreement does not violate any agreement or obligation between Contractor and a third
party; and the services provided by Contractor shall be performed in a professional manner, and
shall be of a high

            (b) By Company:
Company represents warrants and covenants that Company has full and unrestricted power and
authority to enter into this Agreement. Company has or will obtain, during all times relevant
hereunder, all of the necessary consents, rights, licenses, clearances, releases or other
permissions to lawfully consummate the transactions and lawfully discharge, in all material
respects, each and every of Company's obligations or duties set forth hereunder, whether
performance is due now or hereafter during the Term. Any and all other obligations owed to
third parties with respect to any activity contemplated to be undertaken or actually undertaken by
Company pursuant to this Agreement are or will be fully satisfied by Company.

   9. TERMINATION

During the Term hereof, Company shall have the right to terminate this Agreement pursuant to
the notice provisions immediately upon the occurrence of any of the following events: (i)
Contractor fails to deliver acceptable designs or updates and changes within the time schedule
agreed to by the parties; (ii) Company rejects each of Contractor’s any proposed designs for the
Site three times; (iii) Company rejects the same design three times and (iv) any material breach
of this Agreement by Contractor.

   10. INDEMNIFICATION AND HOLD HARMLESS

Each Party will defend, indemnify and hold the other party harmless from and against any and all
liabilities, losses, damages, costs and expenses (including legal fees and expenses) associated
with any claim or action brought against the party for actual or alleged infringement of any
patent issued as of the date of execution of this Agreement, copyright, trademark, service mark,
trade secret or other property right based upon the duplication, sale, license or use of the
materials provided by that party.

   11. RELATIONSHIP OF PARTIES



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The relationship between the Parties shall be solely that of independent contractors engaged in
the operation of their own respective businesses. This Agreement does not constitute a hiring of
the Independent Contractor as an employee of the Employer. Neither Party is or shall be deemed
or construed to be an employee or agent or representative of the other Party for any purpose
whatsoever. The Contractor is under the control of the Employer only to the extent of the nature
and approximate timing of the services it is asked to perform, and not as to the details and means
by which such services are performed. The Employer shall not make any premium payments or
contributions for any worker’s compensation or unemployment compensation for the
Independent Contractor, and shall not make any contributions on the Independent Contractor’s
behalf for Medicare, Social Security or any other required employment taxes. The Independent
Contractor is and shall be responsible for paying all applicable federal and state income and
business taxes due to government agencies with respect to the performance of services under this
Agreement. The Independent Contractor understands that it will not be entitled to receive any
employment or post-employment benefits from the Employer.

   12. CONFLICT OF INTEREST/NON-COMPETE

Contractor is free to engage in other independent contracting activities, provided that Contractor
does not undertake any work or enter into any contract or agreement with any other party for
work which are in direct competition, similar to or have any conflicting interest to the Company
and/ or Company’s business model without prior written consent of the Company.
Notwithstanding this clause, Contractor is free to engage in any business that is located, in all
aspects, a distance of at least ________ miles from Company, and from each and every one of
Company's off-site business locations.

   13. NON-SOLICITATION

During the term of this Agreement and for a period of one (1) year thereafter, Contractor shall
not directly or indirectly, whether as an independent contractor, employee, agent, principal,
partner, stockholder, corporate officer, member, director or otherwise, unless requested by
Company: (i) solicit, call on, contact, engage or hire any employees of Company; (ii) request any
customer to curtail or cancel its relationship or purchase of services with Company; (iii)
otherwise divert or attempt to divert any customer from patronising Company; or (iv) solicit
customers to purchase services from any person or entity other than Company. During the one
(1) year period after termination or expiration of this Agreement, any then-current customers of
Company who contact Contractor regarding the Project(s) shall be referred directly to Company.

   14. NON-CIRCUMVENTION

Contractor further agrees not to circumvent, avoid or bypass Company directly or indirectly in
any way with regard to dealings, including but not limited to, any specific Work, transactions
involving any services, that either may have in regard to prospective Company’s customers
introduced or presented by Company. This non-circumvention shall include, but not be limited to,
the terms of this Agreement, any additions, renewals, extensions, roll-over amendments, re-
negotiations, new contracts, parallel contracts or agreements, or any third party assignment



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thereof. This non-circumvention shall remain in force for a period of one (1) years after the parties
have concluded active discussions.

   15. NO PUBLICITY (Optional)

           a. The Contractor agrees that it will not, without the prior written consent of the
              Company, issue any press release or announcement or otherwise disclose the
              existence or nature of any discussions or negotiation with the Company, this
              Agreement.

           b. The Contractor further agrees to refrain from using the Company’s name,
              business, or associates, the Work(s) and all future projects, the whole or any part
              thereof, for the purpose of advertising and/or testimonials as part of building their
              portfolio.
{Instruction: Delete or cross out all or part of Clauses 16(a) and (b), if one or both are not
needed/wanted.}

   16. NO ASSIGNMENT

This Agreement may not be assigned by the Contractor without the prior written consent of the
Company, which consent shall not be unreasonably withheld. The Company may assign its
clients and obligations to any other person or company, and give a 30-day written notice to the
Contractor prior to doing so.

   17. WAIVER

No failure or delay on the part of either party in exercising any right, power or privilege under
this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any
such right, power or privilege or of any other right, power or privilege operate as a waiver of any
subsequent exercise thereof.

   18. FORCE MAJEURE

If at any time during the existence of this Agreement, either Party is unable to perform whole or
in part any obligation under this contract, because of war, hostility, military operations of any
character, civil commissions, sabotage, quarantine restrictions, acts of Government, fire, floods,
explosions, epidemics, strikes or other labour trouble embargoes and any other matter beyond
human control/capability, then the date of any obligation shall be postponed during the time
which such circumstances are operative.

   19. INDEMNITY

The Contractor agrees that it will keep the Company fully indemnified in respect of all losses,
costs, expenses, claims and demands incurred by the Company or brought against the Company
arising out of any breach of the Contractor's obligations contained in this Confidentiality




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Agreement, including costs incurred by the Company in enforcing performance of such
obligations.

   20. ENTIRE AGREEMENT

The terms set out in this Agreement constitute the entire agreement and understanding between
the Parties and supersede and cancel any prior representation, understanding and commitment
(whether oral or written) between the Parties with respect to the Confidential Information. The
terms of this Agreement can only be varied by the agreement of the Parties in writing.

   21. SEVERABILITY

If at any time any provision of this Agreement is found to be illegal, unenforceable or invalid in
whole or in part, then the remaining portions of such provisions and other provisions of this
Agreement continue to be binding and in full force and effect.

   22.   JURISDICTION

This Agreement shall be construed in accordance with the laws of ____________ [PROVIDE
STATE OR LOCATION] to settle any disputes which may arise in connection with this
Agreement.

   23. DISPUTE RESOLUTION

The parties shall attempt to resolve any dispute arising out of or relating to this contract through
negotiations between senior executives of the parties, who have authority to settle the same.

If the matter is not resolved by negotiation within 30 days of receipt of a written 'invitation to
negotiate', Parties shall attempt to resolve dispute by arbitration in accordance with the rules and
procedures of the American Arbitration Association (AAA) under its jurisdiction in
________________ [PROVIDE LOCATION WHERE PARTIES AGREE AN
ARBITRATION WOULD BE HELD] before a single arbitrator. The parties shall have the right
to engage in pre-hearing discovery in connection with such arbitration proceedings. The parties
agree hereto that they will abide by and perform any award rendered in any arbitration conducted
pursuant hereto, that any court having jurisdiction thereof may issue a judgement based upon
such award and that the prevailing party in such arbitration and/or confirmation proceeding shall
be entitled to recover its reasonable attorneys' fees and expenses. The arbitration award shall be
final, binding and non-appealable.

   24. ELECTRONIC SIGNATURE

(a) Counterparts

Agreement may be executed in one or more counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same instrument. To expedite the
process of entering into this Agreement, the parties agree that signed Transmitted Copies shall be



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deemed equivalent to original documents until such time as original documents are executed and
delivered.

(b) Notice

All notices under this Agreement shall be in writing and shall be deemed given:
               (a) when personally delivered; or
               (b) when sent by confirmed fax; or
               (c) when sent by confirmed e-mail; or
               (d) when sent by pre-paid first class post to the address of the party set out in this
                   Agreement or (if any) such address as such party last provided to the other by
                   written notice.

SIGNATURE: The Parties have executed this Agreement on _____________, 201__.


CONTRACTOR

By:_________________________________ Date: ___________, 201__
______________________________________ [CONTRACTOR'S NAME], Owner
_______________________________________ [CONTRACTOR'S BUSINESS NAME]


COMPANY

By:_________________________________ Date: ___________, 201___
Print Name and Title ________________________________ __________________________




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                                Schedule A

                                WORK(S)




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                                Schedule B

                                  FEES




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                                Schedule C

    WORK FOR WHICH CONTRACTOR CANNOT GRANT COMPANY RIGHTS




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