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This Independent Contractor Agreement (the "Agreement") is made and entered into as of _______ (the "Effective Date"), by and between:
The Client: _______, _______, with a principal place of business at _______ ("Client").
AND
The Contractor: _______, _______, with a principal place of business at _______ ("Contractor").
Client and Contractor may be referred to individually as a "Party" and collectively as the "Parties".
WHEREAS, Client is in need of services related to _______ and wishes to engage Contractor to provide such services.
WHEREAS, Contractor has the skills, qualifications, and expertise to provide the required services to the Client.
WHEREAS, Client desires to retain Contractor and Contractor desires to be retained by Client, upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:
2.1. Services. Contractor agrees to perform the following services for the Client (the "Services"):
_______
2.2. Deliverables and Acceptance. The specific items to be delivered by the Contractor to the Client ("Deliverables") and the criteria by which they will be accepted by the Client ("Acceptance Criteria") are as follows:
_______
Client shall have a reasonable period of time to review each Deliverable. If a Deliverable is not accepted, Client shall provide Contractor with written notice detailing the reasons for non-acceptance, and Contractor shall have a reasonable opportunity to correct any deficiencies.
3.1. Term. This Agreement shall commence on the Effective Date and shall continue until _______, unless terminated earlier as provided herein.
3.1. Term. This Agreement shall commence on the Effective Date and shall continue until the Services are completed and all Deliverables have been accepted by the Client, unless terminated earlier as provided herein.
3.1. Term. This Agreement shall commence on the Effective Date and shall continue on an ongoing basis, unless terminated as provided herein.
3.2. Termination for Cause. Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party materially breaches any provision of this Agreement and fails to cure such breach within ten (10) days of receiving written notice of the breach.
3.3. Termination for Convenience. Either Party may terminate this Agreement for any reason or no reason upon _______ days' written notice to the other Party.
3.4. Effect of Termination. Upon termination or expiration of this Agreement for any reason: (a) Client shall pay Contractor for all Services performed and expenses incurred up to the effective date of termination; and (b) Contractor shall promptly deliver to Client all Deliverables, whether complete or in-progress, and return all Client property and Confidential Information.
4.1. Fees. In consideration for the Services, Client shall pay Contractor a total fixed fee of $_______.
4.1. Fees. In consideration for the Services, Client shall pay Contractor at a rate of $_______ per hour. The total compensation shall not exceed $_______ without prior written consent from the Client.
4.1. Fees. In consideration for the Services, Client shall pay Contractor according to the following milestone schedule:
_______
4.2. Invoicing and Payment. Contractor shall submit invoices on a _______ basis. Client shall pay all undisputed amounts due on each invoice within _______ days of receipt.
4.3. Expenses. Client shall reimburse Contractor for reasonable and pre-approved business expenses incurred in connection with the performance of the Services. The process for approval and reimbursement is as follows: _______
4.3. Expenses. The compensation specified in Section 4.1 is inclusive of all expenses. Client shall not be responsible for any expenses incurred by Contractor in the performance of the Services unless otherwise agreed in writing.
5.1. Work Product. Contractor agrees that all work product, including but not limited to all deliverables, inventions, designs, software, code, and other materials created or developed by Contractor in the course of performing the Services (collectively, the "Work Product"), shall be considered a "work made for hire" to the greatest extent permitted by U.S. copyright law, and shall be the sole and exclusive property of the Client. To the extent that any Work Product does not qualify as a "work made for hire," Contractor hereby assigns to Client all of its right, title, and interest in and to the Work Product, including all intellectual property rights therein.
5.1. Ownership and License of Work Product. Contractor shall retain all right, title, and interest, including all intellectual property rights, in and to the Work Product. Contractor hereby grants to Client a _______ license to use, reproduce, display, distribute, and create derivative works of the Work Product, _______.
5.2. Pre-Existing Intellectual Property. Contractor will disclose to Client any pre-existing intellectual property owned by Contractor or any third party that will be used in the performance of the Services ("Pre-Existing IP"). The Pre-Existing IP identified as follows will be incorporated into the Work Product: _______. Contractor grants Client a non-exclusive, perpetual, royalty-free license to use any Pre-Existing IP to the extent it is incorporated into the Work Product. Contractor retains all other rights in the Pre-Existing IP.
6.1. Definition. "Confidential Information" means any non-public information disclosed by one Party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of Client shall include, but not be limited to, business plans, customer lists, financial data, and the terms of this Agreement. Confidential Information shall not include information that (a) is or becomes publicly known through no wrongful act of the receiving Party; (b) was in the receiving Party's possession prior to disclosure; or (c) is independently developed by the receiving Party.
6.2. Obligation. The receiving Party agrees not to use any Confidential Information for any purpose except to perform its obligations under this Agreement. The receiving Party will not disclose any Confidential Information to third parties without the disclosing Party's prior written consent. This obligation of confidentiality shall survive the termination of this Agreement for a period of _______.
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El texto borroso se hace visibe al descargar el documento.Contractor may, at its own expense, employ or engage the services of such employees or subcontractors as it deems necessary to perform the Services, provided that such engagement is first approved in writing by the Client. Contractor shall be responsible for the work of its employees and subcontractors.
Contractor may, at its own expense, employ or engage the services of such employees or subcontractors as it deems necessary to perform the Services. Contractor shall be fully responsible for the work of its employees and subcontractors.
The Services under this Agreement must be performed personally by the Contractor. The Contractor may not assign, delegate, or subcontract any of its rights or obligations without the prior written consent of the Client.
8.1. Insurance. During the term of this Agreement, Contractor agrees to maintain at its own expense the following insurance coverage: _______. Upon request, Contractor shall provide Client with certificates of insurance evidencing such coverage.
8.2. Indemnification. Each Party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents (the "Indemnified Party") from and against any and all claims, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or resulting from: (a) any material breach of this Agreement by the Indemnifying Party; or (b) any negligent or willful act or omission of the Indemnifying Party.
8.3. Limitation of Liability. EXCEPT FOR OBLIGATIONS UNDER SECTION 6 (CONFIDENTIALITY) OR SECTION 8.2 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO CONTRACTOR HEREUNDER. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
8.3. Limitation of Liability. EXCEPT FOR OBLIGATIONS UNDER SECTION 6 (CONFIDENTIALITY) OR SECTION 8.2 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED $_______. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES.
9.1. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of _______, without regard to its conflict of law principles.
9.2. Dispute Resolution. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in _______, _______. The Parties hereby consent to the exclusive jurisdiction of such courts.
9.2. Dispute Resolution. Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in _______, _______. The judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
9.2. Dispute Resolution. The Parties agree to first attempt to resolve any dispute arising out of this Agreement through good faith negotiations. If the dispute cannot be resolved through negotiation within thirty (30) days, the Parties agree to submit the dispute to mediation administered by the American Arbitration Association (AAA). If mediation is unsuccessful, the dispute shall be resolved by binding arbitration administered by the AAA under its Commercial Arbitration Rules. The mediation and/or arbitration shall take place in _______, _______.
10.1. Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter of this Agreement.
10.2. Amendment and Waiver. No amendment to this Agreement will be effective unless it is in writing and signed by both Parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving Party.
10.3. Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
10.4. Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other Party's prior written consent.
10.5. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party in writing). All notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or email. Notices sent by email will be effective upon acknowledgement of receipt by the recipient. Client's email for notices: _______. Contractor's email for notices: _______.
10.6. Force Majeure. Neither Party shall be liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by a Force Majeure Event. A "Force Majeure Event" means any event beyond a Party's reasonable control, such as acts of God, war, terrorism, riots, embargoes, or acts of civil or military authorities.
10.7. Survival. The sections titled Confidentiality, Intellectual Property Rights, Indemnification, Limitation of Liability, Governing Law and Dispute Resolution, and any payment obligations shall survive any termination or expiration of this Agreement.
10.8. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
__________________
CLIENT:
_________________________
By: _______
__________________
CONTRACTOR:
_________________________
By: _______
