This Acknowledgment of Independent Contractor Status agreement details an
independent contractor's services and rates for services, as well as includes provisions
related to tax implications and the contractor's status as an independent contractor.
This agreement contains an arbitration clause that requires the parties to resolve any
disputes arising under the agreement through an arbitration process. This document
contains both standard clauses as well as opportunities for customization to ensure that
the understandings of the parties are properly set forth. It is useful for companies and
small businesses that hire independent contractors to confirm their status as an
independent contractor, and this document serves that purpose.
Acknowledgment of Independent Contractor Status and Agreement
This Acknowledgment of Independent Contractor Status and Agreement is made on the
(date), between (Name of Independent Contractor) of (street address, city, state, zip code),
referred to herein as Contractor, and (Name of Company), a corporation organized and existing
under the laws of the state of ______________, with its principal office located at (street
address, city, state, zip code), referred to herein as Company.
For and in consideration of the mutual covenants contained in this Agreement, and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
the parties agree as follows:
1. The undersigned Contractor agrees that, during the term of this Agreement, he shall be
deemed an independent contractor and is not an employee, partner, agent, or engaged in a joint
venture with Company.
2. Company 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
3. Company 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 Company 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 Company. It is further understood that Contractor is free to
contract for similar services to be performed for other (type of entity) or organizations while
under Contract with Company.
The total contract price is $______________, payable by Company to Contractor in
accordance with the following schedule:
A. Payment No. 1 in the amount of $________________, shall be made by
Company to Contractor on execution of this Agreement;
B. Payment No. 2 in the amount of $________________, shall be made by
Company to Contractor on completion of the following preliminary work: (description of
C. Payment No. 3 in the amount of $________________, shall be made by
Company to Contractor on completion of (description of work)];
D. Payment No. 4, the balance, in the amount of $________________, shall be
made by Company to Contractor on completion of all work to be performed under this
Agreement and after final inspection.
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The invalidity of any portion of this Agreement will not and shall not be deemed to affect
the validity of any other provision. If any provision of this Agreement is held to be invalid, the
parties agree that the remaining provisions shall be deemed to be in full force and effect as if
they had been executed by both parties subsequent to the expungement of the invalid provision.
6. No Waiver
The failure of either party to this Agreement to insist upon the performance of any of the
terms and conditions of this Agreement, or the waiver of any breach of any of the terms and
conditions of this Agreement, shall not be construed as subsequently waiving any such terms and
conditions, but the same shall continue and remain in full force and effect as if no such
forbearance or waiver had occurred.
7. Governing Law
This Agreement shall be governed by, construed, and enforced in accordance with the
laws of the State of __________.
Unless provided herein to the contrary, any notice provided for or concerning this
Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or
registered mail if sent to the respective address of each party as set forth at the beginning of this
9. Mandatory Arbitration
Any dispute under this Agreement shall be required to be resolved by binding arbitration
of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one
arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall
arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration
Association then in force and effect.
10. Entire Agreement
This Agreement shall constitute the entire agreement between the parties and any prior
understanding or representation of any kind preceding the date of this Agreement shall not be
binding upon either party except to the extent incorporated in this Agreement.
11. Modification of Agreement
Any modification of this Agreement or additional obligation assumed by either party in
connection with this Agreement shall be binding only if placed in writing and signed by each
party or an authorized representative of each party.
12. Assignment of Rights
The rights of each party under this Agreement are personal to that party and may not be
assigned or transferred to any other person, firm, corporation, or other entity without the prior,
express, and written consent of the other party.
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Contractor and Employer both acknowledge that all information and materials furnished
from the Employer concerning this Agreement and the performance of it is confidential and may
not be used for any purpose other than in connection with this Agreement.
This Agreement may be executed in any number of counterparts, each of which shall be
deemed to be an original, but all of which together shall constitute but one and the same
15. Compliance with Laws
In performing under this Agreement, all applicable governmental laws, regulations,
orders, and other rules of duly-constituted authority will be followed and complied with in all
respects by both parties.
16. In this Agreement, any reference to a party includes that party's heirs, executors,
administrators, successors and assigns, singular includes plural and masculine includes feminine.
WITNESS our signatures as of the day and date first above stated.
(Printed Name of Contractor) (Printed Name & Office in Corporation)
(Signature of Contractor) (Signature of Officer)
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