Get documents about "Independent Contractor Termination Letter
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Independent Contractor Termination Letter document sample
Document Sample
[From: Free Document Downloads at TheSmallBusinessOwnersManual.com]
This document should be used by independent contractors
when entering into a consulting agreement implemented by a
work order.
The following text of this document should be reviewed and
edited to fit your purposes.
[Find, then fill- in, or delete text in brackets like this: “[NNN]”
If there are dates in this document, they will automatically change to today’s date.
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Otherwise the following text should be reviewed and edited as needed:
Independent Contractor Consulting Agreement
Implemented By Work Order
I. PREAMBLE
This CONSULTING AGREEMENT (this "Agreement"), made and entered into
by and between [COMPANY NAME], a [STATE/ENTITY TYPE, e.g., “a
California corporation”] having a principal place of business at [ADDRESS]
(hereinafter “Client”), and Mr. [CONTRACTOR NAME], [ADDRESS].
(“Contractor”, Social Security Number for IRS Form 1099 reporting purposes
[SS#N].
II. TERM AND TERMINATION
A. Term This Agreement will become effective on the date hereof and will
continue in effect through [END DATE] unless extended, terminated, or
superseded earlier as described herein. The initial Work Order associated with
this Agreement is attached as Supplement 1.
B. Termination of Work Orders Both Client and Contractor may, at their sole
option, terminate any Work Order, or any portion thereof, upon immediate notice.
Upon receipt of any notice of termination, Contractor shall advise Client of the
extent to which performance has been completed through such date, and collect
and deliver to Client whatever work product then exists in the manner requested
by Client. Contractor shall be paid for all work performed through the date of
termination.
C. Survival In the event of any termination of this Agreement, Articles VI., and
VIII. hereof shall survive and continue in effect.
III. INDEPENDENT CONTRACTOR STATUS
A. Intention of Parties At this time and until the parties decide otherwise as
expressed in writing it is the intention of the parties that Contractor be an
independent contractor and not an employee, agent, joint venturer, or partner of
Client. Nothing in this Agreement shall be interpreted or construed as creating or
establishing the relationship of employer and employee between Client and e ither
Contractor or any employee or agent of Contractor.
B. Nonexclusive It is the understanding of Client that Contractor currently is
working for other clients under similar arrangements and Contractor shall retain
the right to perform work for others during the terms of this Agreement if
disclosed to and approved by Client. Client shall retain the right to cause work of
the same or a different kind to be performed by its own personnel or other
Contractors or contractors during the term of this Agreement.
C. Training Client shall provide no training to Contractor since Client
understand Contractor already has or will obtain at Clients expenses the needed
skills.
D. Tools Client shall provide no tools to Contractor beyond use of Client’s
office facilities.
E. Contractor Advertising and Marketing Client understands and does not
object to Contractor’s statements that Contractor regularly advertises and markets
his or her professional services to other potential clients besides Client.
F. Supe rvision Mr. [N] of Client shall generally but not specifically supervise
Contractor (i.e., objectives are results, not day-to-day tasks). Contractor is
responsible for providing work product of satisfactory quality and qua ntity to
Client.
IV. SERVICES TO BE PERFORMED BY CONTRACTOR
A. Work Orders All work performed by Contractor shall be documented in a
Work Order signed by authorized representatives of both parties. Each Work
Order shall set forth, at a minimum, the work to be done, the duration of the
assignment, and the fees for the work to be performed. Contractor shall have the
right to accept or decline any proposed Work Order.
B. Method of Performing Se rvices Client and Contractor will determine the
method, details, and means of performing the work to be carried out for this
Agreement. Client may, however, require Contractor to observe at all times the
security and safety policies of Client and Contractor shall abide by the “Employee
Handbook” of Client as a matter of convenience even though it is specifically
agreed that Contractor is not an employee of Client but an independent contractor,
and none of the provisions of the Employee Handbook specific to employees of
Client shall apply to Contractor.
C. Scheduling Contractor will generally work at the Contractor’s premises or
Client’s premises in accordance with a schedule to be determined from week to
week after considering the needs of Client and the other consulting obligations of
Contractor. Should Contractor be unable to perform scheduled services because
of illness, resignation, or other causes beyond Contractor's reasonable control,
Contractor shall notify Client in accordance with Client procedures.
D. Reporting Client and Contractor shall develop appropriate administrative
procedures for performance of work. Client may periodically prepare an
evaluation of the work performed by Contractor for submission to Contractor.
E. Small Company Contractor understands that Client is a small company and
that ad-hoc tasks may be required beyond those requested in the Work Order and
that Client does not have all of the administrative and regulatory procedures in
place as may other larger firms and as a consequence Client may implement
administrative policies on an ad-hoc basis as Client determines in its sole
discretion and Contractor agrees to either comply with these to the extent they do
not conflict with city or county or state or federal regulations and laws or either
party may terminate this agreement.
V. COMPENSATION
A. Invoices Contractor shall submit invoices to Client two times per month, (on
the 16th and last day of the month for the services furnished). Expenses incurred
and approved by Client thereunder are also chargeable to Client and should be
added to the end-of- month invoices.
B. Rate Contractor shall bill Client at the rate of [$N] $N per hour.
C. Date for Payment of Compe nsation Client shall pay each invoice in full
within five (5) business days.
VI. TAXES AND BENEFITS
A. State and Federal Taxes As an independent contractor Contractor is not an
employee of Client, and Client shall not take any action nor provide nor pay
Contractor for any taxes, benefits or commitments inconsistent with any of such
undertakings by Contractor, including, but not limited to:
1. Client will not withhold FICA (Social Security) from Co ntractor's
payments.
2. Client will not make state or federal une mployment insurance
contributions on behalf of Contractor or its personnel.
3. Client will not withhold state and federal income tax from payme nt
to Contractor.
4. Client will not make medical or disability insurance contributions
on behalf of Contractor.
5. Client will not obtain workers' compensation insurance on behalf
of Contractor.
6. Client will not pay for vacation or holiday time of Contra ctor.
VII. INTELLECTUAL PROPERTY RIGHTS, NON-COMPETITION,
CONFIDENTIALITY, RESIDUAL RIGHTS
A. Confidentiality Contractor shall maintain in strict confidence, and shall use
and disclose only as authorized by Client, all information of a competitively
sensitive or proprietary nature that it receives in connection with the work
performed for Client pursuant to each Work Order. Contractor shall require its
personnel to agree to do likewise.
B. Ownership of Work Product All copyrights, patents, trade secrets, or other
intellectual property rights associated with any ideas, concepts, techniques,
inventions, processes, or works of authorship developed or created by Contractor
or its personnel during the course of performing Client's work (collectively, the
"Work Product") shall belong exclusively to Client and shall, to the extent
possible, be considered a work made for hire for Client within the meaning of
Title 17 of the United States Code. Contractor automatically assigns at the time
of creation of the Work Product, without any requirement of further
consideration, any right, title, or interest it or they may have in such Work
Product, including any copyrights or other intellectual property rights pertaining
thereto. Upon request of Client, Contractor shall take such further actions, and
shall cause its personnel to take such further actions, including execution and
delivery of instruments of conveyance, as may be appropriate to give full and
proper effect to such assignment.
C. Non-Competition and Confidentiality Contractor will not engage in any
competitive activity involving:
1. [N]
2. [N]
3. [N]
4. [N] example recruiting of database specialists, contractors or
employees, nor the solicitation of database professional services
contracts/contractors into or out of customers and prospective customers
of firms utilizing XXX 3600, 47XX, 51XX machines or YYY NP3
computer equipment, without the express written permission of Client;
5. all until a period of one year has passed following termination of this
Agreement. Contractor further acknowledges that information provided
by Client regarding current and potential customers and all related
information is highly confidential, and will not be disseminated to other
parties in any way or form whatsoever for a period of one year fo llowing
termination of this agreement. To compensate for such breaches of non-
competition and/or confidentiality, Client shall be entitled to receive
compensation for losses of revenues and profits in the amount of any
profits realized by Contractor and/or his/her associates or related pa rties
(e.g., employer or other clients) plus additional damages to the full extent
permissible by law as determined by a court of competent jurisdiction for
a period of 18 months following termination of this agreement.
D. Residual Rights of Personnel Notwithstanding anything to the contrary
herein, Contractor shall be free to use and employ its and their general skills,
know-how, and expertise, and to use, disclose, and employ any generalized ideas,
concepts, know-how, methods, techniques, or skills gained or learned during the
course of any assignment, so long as it or they acquire and apply such information
without disclosure of any confidential or proprietary information of Client and
without any unauthorized use or disclosure of Work Product, and specifically as
long as Contractor does not violate Section 0 of this Agreement (Non-
Competition and Confidentiality).
VIII. EMPLOYMENT OF CONTRACTOR
A. Terms of Employment In the event that Client hires Contractor as a result of
work performed under this Agreement, a separate Employment Agreement will be
negotiated and entered into prior to the Contractor’s first day of emplo yment by
the Client.
IX. GENERAL PROVISIONS
A. Force Majeure Contractor shall not be liable to Client for any failure or
delay caused by events beyond Contractor's control, including, without limitation,
Client's failure to furnish necessary information, sabotage, failures or delays in
transportation or communication, failures or substitutions of equipment, labor
disputes, accidents, shortages of labor, fuel, raw materials, or equipment, or
technical failures.
B. Notices Any notices to be given hereunder by either party to the other may be
effected either by personal delivery in writing, or by mail, registered or certified,
postage prepaid with return receipt requested as specified in the Preamble to this
Agreement, or as later amended in writing. Notices delivered personally will be
deemed communicated as of the time of actual receipt. Mailed notices will be
deemed communicated as of two days after mailing.
C. Insurance To the extent that Contractor's personnel may perform work at
Client's premises, Client shall maintain comprehensive general liability insurance,
including broad form property damage coverage, with limits of at least $100,000
combined single limit for personal injury and property damage for each
occurrence.
D. Entire Agreement of the Parties This Agreement supersedes any and all
agreements, either oral or written, between the parties hereto with respect to the
rendering of services by Contractor for Client and contains all the covenants and
agreements between the parties with respect to the rendering of such services in
any manner whatsoever. Each party to this Agreement acknowledges that no
representations, inducements, promises, or agreements, orally or otherwise, have
been made by any party, or anyone acting on behalf of any party, that are not
embodied herein, and that no other agreement, statement, or promise not
contained in this agreement shall be valid or binding.
E. Partial Invalidity If any provision in this agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions will
nevertheless continue in full force without being impaired or invalidated in any way.
F. Parties in Interest This Agreement is enforceable only by Contractor and
Client. The terms of this Agreement are not a contract or assurance regarding
compensation, employment, or benefit of any kind to any to Contractor.
G. Inde mnification Contractor shall indemnify and hold harmless Client and its
officers, directors, agents, owners, and employees, for any claims brought or
liabilities imposed against Client by Contractor or by any other party (including
private parties, governmental bodies and courts) including claims related to
worker’s compensation, wage and hour laws, employment taxes, and benefits, and
whether relating to Contractor’s status as an independent contractor.
Indemnification shall be for any and all loss, including costs and attorney fees and
associated collection expenses.
H. Governing Law This Agreement will be governed by and construed in
accordance with the laws of the State of California and shall be deemed to have
been entered into in Los Angeles, California.
Agreed and Accepted:
Contractor: Client:
Contractor Name [Name and Title]
[DATE] [DATE]
Suppleme nt 1: Work Order #1
Estimated Total Work Hours: 20 hours per week.
A. Work to be Performed - Outline
a) The work to be performed under this Agreement is general data entry of names
and contact information into databases (ACT, tdmx\Access), related data
cleansing activities and other administrative tasks, as directed Client.
b) System administration services of Clients’ WIN NT 2003 / WIN XP computer
network.
Agreed and Accepted:
Contractor: Client:
Contractor [Name and Title]
[DATE] [DATE]
