Independent Contractor Agreement Template

Independent Contractor Agreement

This Independent Contractor Agreement ("Agreement") is entered into as of [Date] between:

Company: [Your Company Name] ("Company")
Address: [Company Address]

Contractor: [Contractor Name / Business Name] ("Contractor")
Address: [Contractor Address]

1. Services

Contractor agrees to perform the following services for Company: [Describe the specific deliverables, scope of work, and any milestones]

Contractor shall complete the services by [End Date or "ongoing until terminated"].

2. Compensation

Company shall pay Contractor [$Amount] per [hour / project / month].

Payment terms: Net [15 / 30] days from receipt of invoice. Contractor shall submit invoices to [email or address].

Contractor is responsible for all taxes, including self-employment tax, income tax, and any applicable state taxes. Company will issue a 1099-NEC for payments exceeding $600 in a calendar year.

3. Independent Contractor Status

Contractor is an independent contractor, not an employee of Company. Contractor retains full control over the manner and means of performing the services, including work schedule, location, and methods. Contractor may engage other clients during the term of this Agreement. Company shall not provide Contractor with employee benefits, including health insurance, retirement plans, or paid time off.

4. Intellectual Property

All work product, deliverables, and materials created by Contractor in the performance of services under this Agreement shall be the exclusive property of Company. Contractor assigns all rights, title, and interest in such work product to Company.

Contractor retains ownership of any pre-existing tools, methodologies, or materials used in the performance of services, and grants Company a non-exclusive, perpetual license to use such materials as incorporated into the deliverables.

5. Confidentiality

Contractor agrees not to disclose any confidential information of Company obtained during the performance of services. Confidential information includes business plans, client lists, financial information, trade secrets, and any information marked as confidential. This obligation survives termination of this Agreement for a period of [2] years.

6. Termination

Either party may terminate this Agreement with [14 / 30] days written notice. Upon termination, Contractor shall deliver all completed and in-progress work product to Company. Company shall pay Contractor for all services satisfactorily performed through the termination date.

7. Indemnification

Contractor shall indemnify and hold harmless Company from any claims, damages, or expenses arising from Contractor's negligence, breach of this Agreement, or violation of any applicable law.

8. Limitation of Liability

Company's total liability under this Agreement shall not exceed the total fees paid to Contractor under this Agreement.

9. General Provisions

Governing Law: This Agreement shall be governed by the laws of [State].

Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

Amendments: This Agreement may only be modified by written agreement of both parties.

Assignment: Contractor may not assign this Agreement without Company's prior written consent.

AGREED AND ACCEPTED:

Company:
Signature: ________________________
Name: [Name]
Title: [Title]
Date: [Date]

Contractor:
Signature: ________________________
Name: [Name]
Date: [Date]