LETTER AGREEMENT FOR ONGOING SERVICES CONTRACT
[on company letterhead]
November 1, 2012
[name of contractor]
[Client] wishes to retain you as an independent contractor to provide [description of services to be provided]
(the “Services”) to us and our clients in connection with our [insert description of business] business (the
“Client Business”) on the terms set forth in this letter.
Term and Termination
This Agreement will commence on [insert commencement date] and will continue on a month to month
This Agreement may be terminated by either party at any time upon ____ weeks prior written notice to
the other party, in which case you will only be paid for Services performed up to that date, and all Work
Product (as hereinafter defined) completed or partially completed or in process at that time will be
delivered to [Client].
In addition, this Agreement may be terminated by either party if the other party defaults under the terms
of this Agreement and such default has not been rectified within seven (7) days prior written notice from
the party not in default hereunder.
Except as otherwise specifically set out herein, this Agreement is non-exclusive. You may provide the
same, other or similar Services to any other persons as you see fit, and [Client] may retain other persons
to provide the same, other or similar Services on its behalf, as long as doing so does not constitute a
breach of our respective obligations under this Agreement.
In that regard, you agree not to provide any [description of restricted services] Services to [insert the
appropriate language, e.g. any other firm, person or corporation offering products and/or services which compete
with the Client Business] anywhere within a ______-mile/kilometer radius of the Client Business during
the term of this Agreement and for at least ## months thereafter.
[Client] agrees to guarantee demand for Services during the term of this Agreement as follows: [set out
client’s guaranteed minimum and maximum demands for services per week/month/year]
You agree to be available to provide Services during the term of this Agreement as follows: [set out
hours/times per week/month/year during which contractor must be available to provide services]
[Client] agrees that you will not be required to provide Services on statutory holidays, and that you
intend to take _____ weeks vacation time in each calendar year.
Services will be performed at such location as [Client] or its customers require.
All Services shall be performed on a prompt and professional basis by you or by your suitably qualified
and supervised employees, agents or subcontractors, in accordance with standards generally acceptable
in [Client]’s industry and such other standards as may be agreed between the parties, acting reasonably.
[Client] shall not be required to direct, supervise or prioritize the performance of the Services, but may
prioritize customer focus from time to time as required, and shall require that Services be performed in
accordance with [Client]’s standard policies, procedures and service model.
Service Fees and Expenses
[Client] agrees to pay you a service fee for providing the Services calculated and paid as follows: [set out
the fee calculation and payment schedule] In addition, [Client] will reimburse you for pre-approved out of
pocket expenses and disbursements related to the Client Business and the Services, provided that they are
fully documented and are in accordance with [Client]’s approved budget in that regard, which currently
stands as follows: [insert approved budget figures]. Except as specifically agreed to in writing by [Client],
you agree to pay all of your own expenses in performing the Services.
Ownership of Work Product, Etc.
The following provisions apply to all work product or deliverables resulting from the Services of any
kind whatsoever (“Work Product”):
(a) [Client] will be the absolute owner of all Work Product without any reservation of any kind
whatsoever, and you, for yourself and all of your employees, agents and sub-contractors, hereby
waive all legal, moral or other rights of any kind whatsoever that you or they may have in or to
the Work Product, including but not limited to any and all copyrights and patents; you will
provide written waivers of all such claims from all persons employed or contracted by you in any
manner in developing the Work Product when requested by [Client] to do so; and
(b) you will provide all Work Product and supporting documentation, including working notes and
working papers, to [Client] as part of the Services or upon termination of this Agreement for any
reason and you will ensure that all persons employed or contracted by you in any manner in
performing the Services or developing the Work Product also comply with this requirement.
It is acknowledged and agreed that you are being retained by [Client] in the capacity of an independent
contractor and not as an employee of [Client]. You and [Client] acknowledge and agree that this
Agreement does not create a