Independent contractor agreement

Independent Contractor Agreement Between ____ (Company name) and ____ (Contractor’s name) This Independent Contractor Agreement (the “Agreement”) starts on ____ (Start date) (the “Start Date”) between ____ (Company’s legal name) of ____ (Company address) (the “Company”) and ____ (Contractor’s full name) of ____ (Contractor’s address) (the “Contractor”). Section 1: The work 1.1 The Contractor will provide the following services to the Company (the “Services”): ____ (Describe the services) 1.2 The Contractor will carry out the Services with reasonable skill and care, and will meet the dates or milestones the sides agree in writing. 1.3 Where the Services are carried out is for the Contractor to decide, except where the nature of the work requires the Contractor to be at a particular place. The Company may ask the Contractor to attend meetings that are needed to carry out the Services. Section 2: Pay 2.1 The Company will pay the Contractor ____ (How the Contractor is paid) of ____ (Amount, in US dollars). 2.2 The Contractor will send an invoice ____ (How often the Contractor invoices), and the Company will pay each invoice within ____ (Days to pay) of receiving it. 2.3 The Company will reimburse reasonable expenses it approved in writing in advance, if the Contractor gives receipts. The Company does not pay for any other cost of the Contractor’s business, including equipment, software and travel to its usual place of work. Section 3: The Contractor is independent 3.1 The Contractor is an independent contractor and not an employee of the Company. Nothing in this Agreement creates an employment, partnership or agency relationship, and the Contractor may not sign anything on the Company’s behalf. 3.2 The Contractor controls how the Services are carried out, supplies its own tools, and is free to work for others, as long as that does not breach section 6 or section 5. 3.3 The Contractor is responsible for all taxes on the amounts it is paid, including self-employment tax, and for any insurance, benefits or licences its own business needs. The Company will not withhold tax from payments unless the law requires it, and will report payments to the tax authority as the law requires. The Contractor is not entitled to the Company’s employee benefits. Section 4: How long this lasts and how it ends 4.1 This Agreement runs from the Start Date until the Services are complete, unless it ends sooner under this section. 4.2 Either side may end this Agreement by giving the other ____ (Notice period) written notice. Either side may end it straight away if the other seriously breaks it and does not fix the breach within seven days of being told. 4.3 On ending, the Company will pay for Services properly carried out up to the end date, and the Contractor will hand over all work in progress and return the Company’s property and Confidential Information. Section 5: Who owns the work 5.1 Everything the Contractor creates for the Company as part of the Services (the “Work Product”) belongs to the Company from the moment it is created. To the extent it does not do so automatically, the Contractor assigns to the Company all rights in the Work Product and will sign what is reasonably needed to confirm that. 5.2 The Contractor keeps anything it owned before this Agreement or develops independently of it (the “Contractor Materials”) and gives the Company a worldwide, non-exclusive, perpetual, royalty-free licence to use any Contractor Materials built into the Work Product. 5.3 The Contractor promises that the Work Product will be its own original work, or used with permission, and will not knowingly infringe anyone else’s rights. Section 6: Keeping things confidential 6.1 What is confidential. the Company’s “Confidential Information” means any non-public information that the Company gives the Contractor in connection with this document, in any form, that is marked confidential or that a reasonable person would understand to be confidential, including business plans, prices, customer details, financial figures, access details and the terms of this document. It does not include information that is or becomes public without the Contractor’s fault, was already known to the Contractor without a duty of confidence, was received from someone free to share it, or was developed independently. 6.2 What the Contractor will do. the Contractor will use the Company’s Confidential Information only to carry out this document, keep it as safe as it keeps its own and never with less than reasonable care, and share it only with people who need it for that purpose and are bound by duties of confidence at least as strict as these. 6.3 Disclosure required by law. If the law or a court requires the Contractor to disclose Confidential Information, the Contractor will, where lawful, tell the Company first and disclose only what is required. 6.4 When this ends. When the Company asks, or when this document ends, the Contractor will return or securely delete the Confidential Information, except for copies it must keep by law, which stay protected. These duties continue for three years after this document ends. Section 7: Not taking the Company’s customers (optional) 7.1 Include this section? ____ (Include the non-solicitation section). It applies only if “Yes” is chosen. 7.2 While this Agreement lasts and for six months after, the Contractor will not use the Company’s Confidential Information to invite a customer of the Company that the Contractor dealt with in carrying out the Services to stop doing business with the Company. Ordinary competition that does not use that information is not restricted. Section 8: Limits on responsibility 8.1 Neither side is responsible to the other for loss of profit or for any indirect or consequential loss. The Contractor’s total responsibility to the Company for everything arising out of this Agreement is limited to the amounts paid to the Contractor under it in the six months before the event that gave rise to the claim. Nothing here limits responsibility for fraud, for death or personal injury, or for anything the law does not allow to be limited. Section 9: Governing law 9.1 This document, and any dispute arising out of it, is governed by the laws of the State of ____ (Governing law (state)), without regard to its rules about conflicts of laws. 9.2 Before starting any court case, each side will first give the other written notice of the dispute and will talk in good faith, by video or in person, for at least thirty days to try to settle it. If that fails, the courts in that State, and the federal courts that sit there, have exclusive authority over the dispute, and each side agrees to their jurisdiction and venue. Either side may ask a court at any time for an urgent order to protect its confidential information or intellectual property. Section 10: General 10.1 The whole agreement. This Agreement is the entire agreement between the sides on its subject. It replaces everything said or written before about the same subject, and neither side has relied on any promise that is not written here. 10.2 Changes in writing. A change to this Agreement is effective only if it is in writing and signed by both sides. An email exchange does not change it unless each side expressly says that it is a change and signs it electronically. 10.3 Assignment. Neither side may transfer its rights or duties under this Agreement without the other’s written consent, which will not be unreasonably withheld. A side may transfer it without consent to a successor that takes over all of its business, if it gives notice. 10.4 If part of it fails. If a court finds that any part of this Agreement cannot be enforced, that part is limited to the smallest extent needed and the rest stays in effect. 10.5 No waiver. A side that does not insist on a right straight away has not given it up. A waiver is effective only if it is written and signed. 10.6 Things outside a side’s control. Neither side is in breach because of a delay or failure caused by something beyond its reasonable control, such as severe weather, a power or network failure, or an act of government, if it tells the other promptly and does what it reasonably can to carry on. This does not excuse a duty to pay. 10.7 Counterparts and electronic signatures. This Agreement may be signed in separate copies, which together are one document. A signature made electronically, including by typing, drawing or selecting a signature, is as effective as a handwritten one, and each side agrees to sign and keep this Agreement in electronic form. 10.8 Headings. Headings are only for finding your way around. They do not change the meaning. Signatures By signing below, each party agrees to this document and confirms that the person signing has the authority to do so. Company ____ (Printed name) Printed name ____ (Title or capacity) Title or capacity ____ (Company signature) Signature ____ (Company date signed) Date Contractor ____ (Printed name) Printed name ____ (Title or capacity) Title or capacity ____ (Contractor signature) Signature ____ (Contractor date signed) Date