INDEPENDENT CONTRACTOR AGREEMENT

This Independent Contractor Agreement ("Agreement") is entered into as of [EFFECTIVE DATE] ("Effective Date"), by and between:

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

AND

CONTRACTOR:
[Contractor Name]
[Contractor Address]
("Contractor")

Collectively referred to as the "Parties."

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1. ENGAGEMENT
Company hereby engages Contractor, and Contractor accepts engagement, to perform the services described in Exhibit A attached hereto ("Services") under the terms of this Agreement.

2. INDEPENDENT CONTRACTOR STATUS
Contractor is an independent contractor. Nothing in this Agreement creates an employer-employee, partnership, or joint venture relationship. Contractor:
(a) Controls the manner, means, and method of performing the Services;
(b) Is responsible for all taxes, withholdings, and payroll obligations;
(c) May provide services to other clients, including competitors of Company, so long as such services do not conflict with Contractor's obligations here;
(d) Is not entitled to any Company employee benefits.

3. TERM AND TERMINATION
This Agreement begins on the Effective Date and continues until [END DATE] or completion of Services, unless terminated earlier:
(a) By either Party with [NUMBERS] days' written notice; or
(b) By either Party immediately for material breach, if the breaching Party fails to cure within [NUMBERS] days of written notice.

4. COMPENSATION
Company shall pay Contractor as follows:
☐ Fixed Fee: $[AMOUNT] for completion of Services described in Exhibit A
☐ Hourly: $[AMOUNT]/hour, not to exceed [HOURS] hours without prior written approval
☐ Milestone-based: [LIST MILESTONES AND AMOUNTS]

Contractor will submit invoices [PERIOD]. Company shall pay within [NUMBERS] days. Overdue amounts accrue interest at 1.5% per month.

5. EXPENSES
Company will reimburse pre-approved, reasonable business expenses. Contractor must submit itemized receipts.

6. WORK PRODUCT & INTELLECTUAL PROPERTY
(a) All work product, inventions, works of authorship, and materials created by Contractor in performing Services ("Work Product") shall be deemed "works made for hire" and shall be the exclusive property of Company.
(b) To the extent any Work Product does not qualify as a work made for hire, Contractor hereby assigns all right, title, and interest in such Work Product to Company.
(c) Contractor retains ownership of pre-existing materials and background IP, granting Company a perpetual, non-exclusive license to use such materials as incorporated in the Work Product.

7. CONFIDENTIALITY
Contractor agrees to:
(a) Keep confidential all non-public Company information;
(b) Use Confidential Information only for performing Services;
(c) Not disclose Confidential Information to third parties without Company's prior written consent.
This obligation survives termination for [NUMBERS] years.

8. NON-SOLICITATION
During the term and for [NUMBERS] months thereafter, Contractor agrees not to:
(a) Solicit or hire any employee or contractor of Company;
(b) Solicit Company's clients or customers with whom Contractor had material contact.

9. NON-COMPETE [OPTIONAL — DELETE IF NOT APPLICABLE]
During the term, Contractor will not provide substantially similar Services to [SPECIFIC CLIENTS / COMPETITORS] as listed in Exhibit B.

[If this clause is included, consider having an attorney review for enforceability in your state — many states restrict non-compete agreements.]

10. REPRESENTATIONS AND WARRANTIES
Contractor represents and warrants that:
(a) Contractor has the skills and qualifications to perform Services;
(b) Services will be performed in a professional, workmanlike manner;
(c) Work Product will be original and will not infringe third-party rights;
(d) Contractor is not bound by any agreement that conflicts with this Agreement.

11. INDEMNIFICATION
Contractor indemnifies and holds Company harmless from claims arising from: (a) Contractor's negligence or misconduct; (b) breach of this Agreement; (c) infringement of third-party intellectual property rights.

12. INSURANCE [IF REQUIRED]
Contractor shall maintain, at its own expense, the following insurance during the term:
(a) General Liability: $[AMOUNT] per occurrence
(b) Professional Liability / E&O: $[AMOUNT] per occurrence
Company may request proof of insurance upon reasonable notice.

13. GOVERNING LAW
This Agreement is governed by the laws of the State of [STATE]. Any dispute will be resolved in the courts of [COUNTY, STATE].

14. MISCELLANEOUS
Entire agreement; may only be amended in writing; non-assignable without consent; notices in writing to addresses above. If any provision is unenforceable, remainder survives.

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IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

COMPANY:
Signature: ___________________________
Printed Name: ________________________
Title: _______________________________
Date: _______________________________

CONTRACTOR:
Signature: ___________________________
Printed Name: ________________________
Date: _______________________________

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EXHIBIT A — SCOPE OF SERVICES
[Describe services, deliverables, milestones, and any performance standards]

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EXHIBIT B — RESTRICTED CLIENTS / COMPETITORS [IF APPLICABLE]
[List specific competitors or clients]

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IMPORTANT DISCLAIMER: This template is provided for informational purposes only and does not constitute legal advice. It is a starting point for your agreements. You should consult with a licensed attorney in your jurisdiction to ensure this agreement complies with applicable laws and meets your specific needs.
