Independent Contractor Agreement (Free Download)

This Independent Contractor Agreement (the “Agreement”) is entered into ____________________ (the “Effective Date”), by and between ________________________, with an address of _____________________________ (the “Client”) and _________________, with an address of _______________________________, (the “Contractor”), collectively “the Parties.”

BACKGROUND:

Contractor possesses the following experience, skills, and/or knowledge:

_______________________________________________________________________

Client requires the following work to be completed and wishes to engage Contractor to perform such work:

 ________________________________________________________________________

THEREFORE, the Parties agree as follows:

1. 1.  Services. Client requests and Contractor agrees to perform the following specific Services (the “Services”):

_________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

Contractor agrees to perform duties and tasks related to the Services as part of the Services. If additional Services, outside the scope of those Services set forth above, are required, the Parties will enter into a new agreement or amend this Agreement.

1. 2.  Compensation. The Parties agree Contractor will be compensated as follows:

________________________________________________________________

________________________________________________________________________

________________________________________________________________________

1. 3.  Ownership of Work Product. As a result of this Agreement, Contractor will create Work Product, including, but not limited to, documents, presentations, reports and the like, physical and/or electronic. All Work Product shall be owned by Client. Contractor does not maintain any rights to this Work Product and shall turn over all Work Product upon the termination of this Agreement.
2. 4.  Term. This Agreement shall commence upon the Effective Date, as stated above, and will continue until ____________________________________________________________.
3. 5.  Independent Contractor Relationship. The Parties agree that Contractor is providing the Services under this Agreement and acting as an Independent Contractor and not as an employee. This Agreement does not create a partnership, joint venture, or any other fiduciary relationship between Client and Contractor. 
4. 6.  Confidentiality. During the course of this Agreement, it may be necessary for Client to share proprietary information, including trade secrets, industry knowledge, and other confidential information, to Contractor in order for Contractor to complete the Services. Contractor will not share any of this proprietary information at any time. Contractor also will not use any of this proprietary information for his/her personal benefit at any time. This section remains in full force and effect even after termination of the Agreement by it’s natural termination or the early termination by either party.
5. 7.  Termination. This Agreement may be terminated at any time by either Party upon written notice to the other party. Client will be responsible for payment of all Services performed up to the date of termination, except for in the case of Contractor’s breach of this Agreement, where Contractor fails to cure such breach upon reasonable notice. 

Upon termination, Contractor shall return all Client content, materials, and all Work Product to Client at its earliest convenience, but in no event beyond thirty (30) days after the date of termination.

1. 8.  Representations and Warranties. Both Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third-party or violate any other agreement between the Parties, individually, and any other person, organization, or business or any law or governmental regulation.
2. 9.  Indemnity. The Parties each agree to indemnify and hold harmless the other Party, its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from the negligence of or breach of this Agreement by the indemnifying party, its respective successors and assigns that occurs in connection with this Agreement. This section remains in full force and effect even after termination of the Agreement by its natural termination or the early termination by either party.
3. 10.  Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABILE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY DAMAGES RESULTING FROM ANY PART OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, WHICH ARE NOT RELATED TO OR THE DIRECT RESULT OF A PARTY’S NEGLIGENCE OR BREACH.
4. 11.  Disclaimer of Warranties. Contractor shall complete the Services for Client’s purposes and to Client’s specifications. CONTRACTOR DOES NOT REPRESENT OR WARRANT THAT SUCH SERVICES WILL CREATE ANY ADDITIONAL PROFITS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE. CONTRACTOR HAS NO RESPONSIBILITY TO CLIENT IF THE DELIVERABLES DO NOT LEAD TO CLIENT’S DESIRED RESULT(S). 
5. 12.  Severability. In the event any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable. 
6. 13.  Waiver. The failure by either party to exercise any right, power or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or further exercise of that right, power or privilege or the exercise of any other right, power or privilege. 
7. 14.  Legal Fees. In the event of a dispute resulting in legal action, the successful party will be entitled to its legal fees, including, but not limited to its attorneys’ fees.
8. 15.  Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding both in the United States and throughout Europe. The Parties each represent that they have the authority to enter into this Agreement.
9. 16.  Governing Law and Jurisdiction. The Parties agree that this Agreement shall be governed by the State and/or Country in which both Parties do business. In the event that the Parties do business in different States and/or Countries, this Agreement shall be governed by _________ law.
10. 17.  Entire Agreement. The Parties acknowledge and agree that this Agreement represents the entire agreement between the Parties. In the event that the Parties desire to change, add, or otherwise modify any terms, they shall do so in writing to be signed by both parties.

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The Parties agree to the terms and conditions set forth above as demonstrated by their signatures as follows:

“CLIENT”

Signed: _________________________________

By: ________________________________________

Date: _______________________________________

“CONTRACTOR”

Signed: _____________________________________

By: ________________________________________

Date: ______________________________________