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Agreement Between Principal and Independent Contractor
SERVICES OF CONTRACTOR
Contractor agrees to perform the services described in Exhibit “A” (the “Services”) attached to this Agreement.
Contractor will determine the method, details, and means of performing the Services.
Contractor may, at Contractor’s own expense, use employees or other subcontractors to perform the Services under this Agreement.
Company agrees to pay Contractor _ _[dollar amount]_ _ for the Services, as set forth below. See Exhibit “A.”
Contractor shall be responsible for all expenses incurred in association with the performance of the Services.
TERM OF AGREEMENT
This Agreement will become effective on _ _[date]_ _.
This Agreement will terminate on the completion of the Services, unless it is terminated as set forth below. See Exhibit “A.”
Either party may terminate this Agreement at any time by giving thirty (30) days’ written notice to the other party.
Should either party default in the performance of this Agreement or materially breach any of its provisions, the nonbreaching party may terminate this Agreement by giving written notification to the breaching party. Termination shall be effective immediately on receipt of the notice, or five (5) days from mailing of the notice, whichever occurs first. For the purposes of this section, material breach of this Agreement shall include but not be limited to the following:
- 1. Nonpayment of compensation by Company after twenty (20) days’ written demand for payment.
- 2. Failure of Contractor to comply with the delivery schedule set forth in Exhibit “B.”
This Agreement terminates automatically on the occurrence of any of the following events: (a) bankruptcy or insolvency of either party; (b) sale of the business of either party; or (c) death of either party.
RELATIONSHIP OF THE PARTIES
Contractor enters into this agreement as, and shall continue to be, an independent contractor. Under no circumstances shall Contractor look to Company as his/her employer, or as a partner, agent, or principal. Contractor shall not be entitled to any benefits accorded to Company’s employees, including workers’ compensation, disability insurance, vacation, or sick pay. Contractor shall be responsible for providing, at Contractor’s expense, and in Contractor’s name, disability, workers’ compensation, or other insurance as well as licenses and permits usual or necessary for performing the Services.
Contractor shall pay, when and as due, any and all taxes incurred as a result of Contractor’s compensation, including estimated taxes, and shall provide Company with proof of payment on demand. Contractor indemnifies Company for any claims, losses, costs, fees, liabilities, damages, or injuries suffered by Company arising out of Contractor’s breach of this section.
Contractor agrees to devote a minimum of _ _[number]_ _ hours per month to performance of the Services. Consistent with this requirement, Contractor may represent, perform services for, or be employed by any additional persons, or companies as Contractor sees fit.
CONTRACTOR’S REPRESENTATIONS AND INDEMNITIES
Contractor represents that Contractor has the qualifications and ability to perform the Services in a professional manner, without the advice, control, or supervision of Company. Performance of the Services in a professional manner includes meeting the requirements of the prime contract under which Company is obligated to perform services for the Customer, and failure to do so shall constitute a material breach of this Agreement. Contractor shall be solely responsible for the professional performance of the Services, and shall receive no assistance, direction, or control from Company. Contractor shall have sole discretion and control of Contractor’s services and the manner in which they are performed.
Contractor shall and does hereby indemnify, defend, and hold harmless Company, and Company’s officers, directors, and shareholders, from and against any and all claims, demands, losses, costs, expenses, obligations, liabilities, damages, recoveries, and deficiencies, including interest, penalties, and reasonable attorney fees and costs, that Company may incur or suffer and that result from, or are related to any breach or failure of Contractor to perform any of the representations, warranties, and agreements contained in this Agreement.
Contractor further agrees to maintain a policy of insurance in the minimum amount of _ _[dollar amount]_ _ to cover any negligent acts committed by Contractor or Contractor’s employees or agents during the performance of the Services.
OWNERSHIP OF INTELLECTUAL PROPERTY
Contractor agrees that all designs, plans, reports, specifications, drawings, schematics, prototypes, models, inventions, and all other information and items made during the course of this Agreement and arising from the Services (“New Developments”) shall be and are assigned to Company as its sole and exclusive property. On Company’s request, Contractor agrees to assist Company, at Company’s expense, to obtain patents or copyrights for such New Developments, including the disclosure of all pertinent information and data, the execution of all applications, specifications, oaths, and assignments, and all other instruments and papers that Company shall deem necessary to apply for and to assign or convey to Company, its successors and assigns or nominees, the sole and exclusive right, title, and interest in such New Developments. Contractor agrees to obtain or has obtained written assurances from its employees and contract personnel of their agreement to these terms with regard to Proprietary Information and New Developments.
Contractor warrants that Contractor has good title to any New Developments, and the right to assign New Developments to Company free of any proprietary rights of any other party or any other encumbrance whatever.
The written, printed, graphic, or electronically recorded materials furnished by Company for use by Contractor are Proprietary Information and the property of Company. Proprietary Information also includes, but is not limited to, specific customer requirements, customer and potential customer lists, including information concerning Company’s employees, agents, or divisions, and pricing information.
Contractor will maintain in confidence and will not, directly or indirectly, disclose or use, either during or after the term of this Agreement, any Proprietary Information or confidential information or know-how belonging to Company, whether or not it is in written or permanent form, except to the extent necessary to perform the Services. On termination of Contractor’s services to the Company, or at the request of Company before termination, Contractor shall deliver to Company all material in Contractor’s possession relating to Company’s business. The obligations concerning Proprietary Information extend to information belonging to customers and suppliers of Company about whom Contractor may have gained knowledge as a result of performing the Services.
Contractor shall not, during the term of this Agreement and for a period of two (2) years immediately following the termination of this Agreement, or any extension of it, for any reason, either directly or indirectly: (a) call on, solicit, or take away any of Company’s customers or potential customers about whom Contractor became aware as a result of Contractor’s Services to the Company, either for Contractor or for any other person or entity; or (b) solicit or take away or attempt to solicit or take away any of Company’s employees or contractors either for Contractor or for any other person or entity.
____________ ____________ ____________
The foregoing is agreed to by:
Dated: _ _ _ _ _ _ ___________________________ Contractor
Dated: _ _ _ _ _ _ ___________________________ Company