Independent Contractor Agreement
This agreement is made on Agreement date between:
- Company name, of Company address (the "Company"); and
- Contractor full name, of Contractor address (the "Contractor").
1. Services
The Contractor will provide these services: Services the contractor will provide (the "Services").
The Contractor will deliver: Deliverables.
The Contractor will do the work with reasonable skill and care, and to the standard of a professional in the same field.
2. Term
The Services start on Start date and end on End date, unless a party ends this agreement earlier under section 12. Any extension must be in writing.
3. Independent contractor status
The Contractor is an independent contractor in business on their own account. The Contractor is not an employee, worker, partner, or agent of the Company, and cannot bind the Company.
The Contractor gets no salary, paid leave, pension, insurance, or other employee benefit from the Company. The Contractor may work for other clients during this agreement, as long as this does not breach sections 8 or 9.
4. How the work is done
The Company decides the results it needs and the deadlines. The Contractor decides how, when, and where to do the work. The Company will not supervise the Contractor's day-to-day work.
The Contractor may use helpers or subcontractors at their own cost. Each helper must be suitably skilled and bound by written confidentiality and IP terms at least as strict as this agreement. The Contractor stays responsible for their work and pays them.
Neither party must offer or accept further work beyond the Services.
5. Equipment and expenses
The Contractor will supply their own equipment, software, and workspace. Where the Company gives access to its systems or materials, the Contractor will follow the Company's reasonable security rules.
The Company will repay expenses only if it approves them in writing before they are incurred, against receipts.
6. Fee and invoices
The Company will pay the Contractor Fee (amount and basis, e.g. 4,000 a month) for the Services.
The Contractor will send invoices that show the work done. The Company will pay each correct invoice within Days to pay each invoice days. If the Company disputes part of an invoice, it will say why in writing within the payment period and pay the rest on time.
7. Taxes and insurance
The Contractor is responsible for their own income tax, social security, and any sales tax, VAT, or GST registration. The Company will deduct tax from the fee only where the law requires it.
The Contractor will keep any insurance that a careful professional in their field would keep for this work.
8. Intellectual property
The Contractor assigns to the Company all rights, including copyright, in everything that the Contractor creates for the Services (the "Work Product"). The assignment takes effect as each item is created, and covers the whole world and the full term of the rights.
The Contractor keeps the tools, know-how, and materials they owned before this agreement or made outside it. If these are part of the Work Product, the Company gets a permanent, non-exclusive, royalty-free licence to use them with the Work Product.
Where the law allows, the Contractor waives moral rights in the Work Product. The Contractor will sign any document that the Company reasonably needs to record its ownership.
9. Confidentiality
The Contractor will keep the Company's confidential information private, use it only for the Services, and protect it with reasonable care. This does not apply to information that is public, that the Contractor already knew, or that the law requires them to disclose.
This duty continues for 3 years after this agreement ends, and for trade secrets for as long as they stay secret. Nothing in this agreement stops the Contractor from reporting possible wrongdoing to a regulator or other authority.
If the Contractor handles personal data for the Company, they will use it only on the Company's instructions and keep it secure.
10. Non-solicitation
For Non-solicitation period (months) months after this agreement ends, the Contractor will not encourage any employee of the Company, with whom they worked, to leave the Company.
This agreement does not stop the Contractor from working in their trade or for competitors after it ends, as long as they do not use the Company's confidential information.
11. Promises and liability
The Contractor promises that the Work Product is their original work, does not infringe anyone's rights, and that no other agreement stops them from doing the Services.
The Contractor will cover the Company's losses from a third-party claim that the Work Product infringes that party's rights.
Neither party is liable for indirect loss or loss of profit. Each party's total liability is limited to the fees paid or payable in the 12 months before the claim. These limits do not apply to fraud, a breach of section 9, the infringement promise above, or any liability that the law does not allow to be limited.
12. Ending the agreement
Either party may end this agreement with Notice to end the agreement (days) days of written notice. Either party may end it at once if the other commits a serious breach and does not fix it within 14 days of written notice.
When the agreement ends, the Company will pay for the work done up to the end date. The Contractor will hand over all Work Product, and return or delete the Company's property and confidential information. Sections 8 to 11 continue after the end.
13. General
- This document is the whole agreement about the Services. Any change must be in writing and signed by both parties.
- The Contractor may not transfer this agreement without the Company's written consent.
- Notices go to Company email for notices and Contractor email for notices, or to the addresses above.
- If a court finds part of this agreement unenforceable, the rest continues.
- The parties may sign this agreement electronically.
14. Governing law
This agreement is governed by the laws of Governing law and courts (country, city), and the courts there have jurisdiction over any dispute.
Signatures
Company name
Signature: ____________________________
Date: ______________
Contractor full name
Signature: ____________________________
Date: ______________