Agreement between Independent Contractor and Service Provider[CD1]
This
agreement is only a guideline it can be costumeries 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.]
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