Agreement
between Independent Contractor and Service Provider
This
agreement is only a guideline it can be costumesied as per the requirement
This
Agreement is entered into as of the ________ day of ________________, 20____,
between [ABC company located at ______] (Hereinafter referred as "the
Company") and [XYZ service provider's name] (Hereinafter referred as the
"the Contractor" for the sake of brevity).
1. Independent
Contractor .
Subject to the terms and conditions of this Agreement, the Company hereby
engages the Contractor as an independent contractor to perform the services set
forth herein, and the Contractor hereby accepts such engagement.
2. Duties, Term, and
Compensation .
The Contractor's duties, term of engagement, compensation and provisions for
payment thereof shall be as set forth in the estimate previously provided to
the Company by the Contractor and which is attached as Exhibit A, which may be
amended in writing from time to time, or supplemented with subsequent estimates
for services to be rendered by the Contractor and agreed to by the Company, and
which collectively are hereby incorporated by reference.
3. Expenses . During the term of
this Agreement, the Contractor shall bill and the Company shall reimburse [him
or her] for all reasonable and approved out-of-pocket expenses which are
incurred in connection with the performance of the duties hereunder.
Notwithstanding the foregoing, expenses for the time spent by Contractor in
traveling to and from Company facilities shall not be reimbursable.
4. Written Reports . The Company may
request that project plans, progress reports and a final results report be
provided by Contractor on a monthly basis. A final results report shall be due
at the conclusion of the project and shall be submitted to the Company in a
confidential written report at such time. The results report shall be in such
form and setting forth such information and data as is reasonably requested by
the Company.
5. Inventions . Any and all
inventions, discoveries, developments and innovations conceived by the
Contractor during this engagement relative to the duties under this Agreement
shall be the exclusive property of the Company; and the Contractor hereby
assigns all right, title, and interest in the same to the Company. Any and all
inventions, discoveries, developments and innovations conceived by the
Contractor prior to the term of this Agreement and utilized by [him or her] in rendering
duties to the Company are hereby licensed to the Company for use in its
operations and for an infinite duration. This license is non-exclusive, and may
be assigned without the Contractor's prior written approval by the Company to a
wholly-owned subsidiary of the Company.
6. Confidentiality . The Contractor
acknowledges that during the engagement [he or she] will have access to and
become acquainted with various trade secrets, inventions, innovations,
processes, information, records and specifications owned or licensed by the
Company and/or used by the Company in connection with the operation of its
business including, without limitation, the Company's business and product
processes, methods, customer lists, accounts and procedures. The Contractor
agrees that [he or she] will not disclose any of the aforesaid, directly or
indirectly, or use any of them in any manner, either during the term of this
Agreement or at any time thereafter, except as required in the course of this
engagement with the Company. All files, records, documents, blueprints,
specifications, information, letters, notes, media lists, original
artwork/creative, notebooks, and similar items relating to the business of the
Company, whether prepared by the Contractor or otherwise coming into [his or
her] possession, shall remain the exclusive property of the Company. The
Contractor shall not retain any copies of the foregoing without the Company's
prior written permission. Upon the expiration or earlier termination of this
Agreement, or whenever requested by the Company, the Contractor shall
immediately deliver to the Company all such files, records, documents,
specifications, information, and other items in his possession or under [his or
her] control. The Contractor further agrees that he will not disclose his
retention as an independent contractor or the terms of this Agreement to any
person without the prior written consent of the Company and shall at all times
preserve the confidential nature of his relationship to the Company and of the services
hereunder.
7. Conflicts of
Interest; Non-hire Provision . The Contractor represents that he is
free to enter into this Agreement and that this engagement does not violate the
terms of any agreement between the Contractor and any third party. Further, the
Contractor, in rendering his duties shall not utilize any invention,
discovery, development, improvement, innovation, or trade secret in which he
does not have a proprietary interest. During the term of this agreement, the
Contractor shall devote as much of his productive time, energy and
abilities to the performance of his duties hereunder as is necessary to
perform the required duties in a timely and productive manner. The Contractor
is expressly free to perform services for other parties while performing
services for the Company. For a period of six months following any termination,
the Contractor shall not, directly or indirectly hire, solicit, or encourage to
leave the Company's employment, any employee, consultant,or contractor of the
Company or hire any such employee, consultant, or contractor who has left the
Company's employment or contractual engagement within one year of such
employment or engagement.
8. Right to Injunction . The parties hereto
acknowledge that the services to be rendered by the Contractor under this
Agreement and the rights and privileges granted to the Company under the
Agreement are of a special, unique, unusual, and extraordinary character which
gives them a peculiar value, the loss of which cannot be reasonably or
adequately compensated by damages in any action at law, and the breach by the
Contractor of any of the provisions of this Agreement will cause the Company
irreparable injury and damage. The Contractor expressly agrees that the Company
shall be entitled to injunctive and other equitable relief in the event of, or
to prevent, a breach of any provision of this Agreement by the Contractor.
Resort to such equitable relief, however, shall not be construed to be a waiver
of any other rights or remedies that the Company may have for damages or
otherwise. The various rights and remedies of the Company under this Agreement
or otherwise shall be construed to be cumulative, and no one of the them shall
be exclusive of any other or of any right or remedy allowed by law.
9. Merger . This Agreement
shall not be terminated by the merger or consolidation of the Company into or
with any other entity.
10. Termination . The Company may
terminate this Agreement at any time by 10 working days'' written notice to the
Contractor. In addition, if the Contractor is convicted of any crime or
offense, fails or refuses to comply with the written policies or reasonable
directive of the Company, is guilty of serious misconduct in connection with
performance hereunder, or materially breaches provisions of this Agreement, the
Company at any time may terminate the engagement of the Contractor immediately
and without prior written notice to the Contractor.
11. Independent
Contractor .
This Agreement shall not render the Contractor an employee, partner, agent of,
or joint venture with the Company for any purpose. The Contractor is and will
remain an independent contractor in [his/her] relationship to the Company. The
Company shall not be responsible for withholding taxes with respect to the
Contractor's compensation hereunder. The Contractor shall have no claim against
the Company hereunder or otherwise for vacation pay, sick leave, retirement
benefits, social security, worker's compensation, health or disability
benefits, unemployment insurance benefits, or employee benefits of any kind.
12. Insurance . The Contractor will
carry liability insurance (including malpractice insurance, if warranted)
relative to any service that [he or she] performs for the Company.
13. Successors and
Assigns .
All of the provisions of this Agreement shall be binding upon and inure to the
benefit of the parties hereto and their respective heirs, if any, successors,
and assigns.
14. Choice of Law . The laws of the
state of [______________] shall govern the validity of this Agreement, the
construction of its terms and the interpretation of the rights and duties of
the parties hereto.
15. Arbitration . Any controversies
arising out of the terms of this Agreement or its interpretation shall be
settled in [____________________] in accordance with the rules of the American
Arbitration Association, and the judgment upon award may be entered in any
court having jurisdiction thereof.
16. Headings . Section headings
are not to be considered a part of this Agreement and are not intended to be a
full and accurate description of the contents hereof.
17. Waiver . Waiver by one party
hereto of breach of any provision of this Agreement by the other shall not
operate or be construed as a continuing waiver.
18. Assignment . The Contractor
shall not assign any of [his or her] rights under this Agreement, or delegate
the performance of any of [his or her] duties hereunder, without the prior
written consent of the Company.
19. Notices . Any and all
notices, demands, or other communications required or desired to be given
hereunder by any party shall be in writing and shall be validly given or made
to another party if personally served, or if deposited in the United States
mail, certified or registered, postage prepaid, return receipt requested. If
such notice or demand is served personally, notice shall be deemed
constructively made at the time of such personal service. If such notice,
demand or other communication is given by mail, such notice shall be
conclusively deemed given five days after deposit thereof in the United States
mail addressed to the party to whom such notice, demand or other communication
is to be given as follows:
If
to the Contractor:
[
name and complete address]
If
to the Company:
[
name & Complete Address]
Any
party hereto may change its address for purposes of this paragraph by written
notice given in the manner provided above.
20. Modification or
Amendment .
No amendment, change or modification of this Agreement shall be valid unless in
writing signed by the parties hereto.
21. Entire Understanding . This document and
any exhibit attached constitute the entire understanding and agreement of the
parties, and any and all prior agreements, understandings, and representations
are hereby terminated and canceled in their entirety and are of no further
force and effect.
22. Unenforceability of
Provisions .
If any provision of this Agreement, or any portion thereof, is held to be
invalid and unenforceable, then the remainder of this Agreement shall
nevertheless remain in full force and effect.
IN
WITNESS WHEREOF the undersigned have executed this Agreement as of the day and
year first written above. The parties hereto agree that facsimile signatures
shall be as effective as if originals.
[Company
name]
By:____________________
Its:____________________
[title or position]
[Contractor's
name]
By:____________________
Its:____________________
[title or position]
SCHEDULE A
DUTIES, TERM, AND
COMPENSATION
DUTIES : The Contractor will
[describe here the work or service to be performed]. [____] will report
directly to [name] and to any other party designated by [name] in connection
with the performance of the duties under this Agreement and shall fulfill any
other duties reasonably requested by the Company and agreed to by the Contractor.
TERM : This engagement
shall commence upon execution of this Agreement and shall continue in full
force and effect through [date] or earlier upon completion of the Contractor's
duties under this Agreement. The Agreement may only be extended thereafter by
mutual agreement, unless terminated earlier by operation of and in accordance
with this Agreement.
COMPENSATION : (Choose A or B)
A. As full compensation
for the services rendered pursuant to this Agreement, the Company shall pay the
Contractor at the hourly rate of [dollar amount] per hour, with total payment
not to exceed [ amount] without prior written approval by an authorized
representative of the Company. Such compensation shall be payable within 30
days of receipt of Contractor's monthly invoice for services rendered supported
by reasonable documentation.
B. As full compensation
for the services rendered pursuant to this Agreement, the Company shall pay the
Contractor the sum of ____________________ [ amount], to be paid
_______________ [time and conditions of payment.]
