Independent Contractor Agreement
TEMPLATE - CUSTOMIZE BEFORE USE
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement (“Agreement”) is entered into as of [DATE] (“Effective Date”) by and between:
COMPANY: [COMPANY NAME], LLC [Address] Kansas City, Missouri (“Company”)
CONTRACTOR: [CONTRACTOR NAME] [Address] [City, State ZIP] (“Contractor”)
RECITALS
WHEREAS, Company desires to engage Contractor to perform certain services; and
WHEREAS, Contractor desires to perform such services as an independent contractor;
NOW, THEREFORE, the parties agree as follows:
1. SERVICES
1.1 Scope of Services
Contractor agrees to perform the services described in Exhibit A (the “Services”).
1.2 Standard of Performance
Contractor shall perform the Services in a professional and workmanlike manner, consistent with industry standards.
1.3 Time and Place
Contractor shall determine the time, place, and manner of performing the Services, subject to any deadlines specified in Exhibit A.
2. COMPENSATION
2.1 Fees
Company shall pay Contractor according to the fee schedule set forth in Exhibit A.
2.2 Invoices
Contractor shall submit invoices [weekly / bi-weekly / monthly / upon completion]. Company shall pay invoices within [15 / 30] days of receipt.
2.3 Expenses
Company shall reimburse Contractor for pre-approved expenses as set forth in Exhibit A.
2.4 Taxes
Contractor is solely responsible for all federal, state, and local taxes arising from payments under this Agreement. Company will issue a Form 1099 as required by law.
3. TERM AND TERMINATION
3.1 Term
This Agreement shall commence on the Effective Date and continue until [END DATE / completion of Services / terminated by either party].
3.2 Termination for Convenience
Either party may terminate this Agreement upon [7 / 14 / 30] days’ written notice.
3.3 Termination for Cause
Either party may terminate immediately upon material breach by the other party.
3.4 Effect of Termination
Upon termination, Contractor shall deliver all work product to Company and Company shall pay for Services performed through the termination date.
4. INDEPENDENT CONTRACTOR STATUS
4.1 Relationship
Contractor is an independent contractor, not an employee, partner, or agent of Company.
4.2 No Benefits
Contractor is not entitled to any employee benefits, including health insurance, retirement plans, or paid leave.
4.3 No Authority
Contractor has no authority to bind Company or enter into agreements on Company’s behalf.
4.4 Own Equipment
Contractor shall provide their own equipment, tools, and supplies unless otherwise agreed.
5. INTELLECTUAL PROPERTY
5.1 Work for Hire
All work product, deliverables, inventions, and materials created by Contractor in the course of performing the Services (“Work Product”) shall be considered “work made for hire” as defined by the U.S. Copyright Act, and shall be the sole and exclusive property of Company.
5.2 Assignment
To the extent any Work Product is not considered work made for hire, Contractor hereby irrevocably assigns to Company all right, title, and interest in and to such Work Product, including all intellectual property rights therein.
5.3 Moral Rights
Contractor waives any moral rights in the Work Product to the fullest extent permitted by law.
5.4 Further Assurances
Contractor shall execute any documents and take any actions necessary to perfect Company’s ownership of the Work Product.
5.5 Prior Work
Any pre-existing materials owned by Contractor and incorporated into the Work Product are listed in Exhibit B. Contractor grants Company a perpetual, royalty-free license to use such materials as part of the Work Product.
6. CONFIDENTIALITY
6.1 Confidential Information
Contractor agrees to maintain the confidentiality of all non-public information disclosed by Company, including business plans, customer lists, technical information, and trade secrets.
6.2 Obligations
Contractor shall: (a) Use Confidential Information only for performing the Services; (b) Not disclose Confidential Information to third parties; (c) Protect Confidential Information with at least the same care used for their own confidential information.
6.3 Return of Information
Upon termination, Contractor shall return or destroy all Confidential Information.
6.4 Survival
The confidentiality obligations shall survive termination for a period of [2 / 3 / 5] years.
7. REPRESENTATIONS AND WARRANTIES
7.1 Contractor Representations
Contractor represents and warrants that: (a) Contractor has the skills and qualifications to perform the Services; (b) The Services and Work Product will not infringe any third-party rights; (c) Contractor is not bound by any agreement that would prevent performance of this Agreement.
7.2 Disclaimer
EXCEPT AS EXPRESSLY SET FORTH HEREIN, COMPANY MAKES NO WARRANTIES.
8. INDEMNIFICATION
Contractor shall indemnify and hold harmless Company from any claims arising from: (a) Contractor’s breach of this Agreement; (b) Contractor’s negligence or willful misconduct; (c) Any claim that the Work Product infringes third-party rights.
9. LIMITATION OF LIABILITY
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. COMPANY’S TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID TO CONTRACTOR UNDER THIS AGREEMENT.
10. NON-SOLICITATION
During the term and for [1 / 2] year(s) thereafter, Contractor shall not solicit Company’s employees or customers with whom Contractor had contact during the engagement.
11. MISCELLANEOUS
11.1 Governing Law
This Agreement shall be governed by the laws of the State of Missouri.
11.2 Entire Agreement
This Agreement constitutes the entire agreement between the parties.
11.3 Amendment
This Agreement may be amended only by written instrument signed by both parties.
11.4 Assignment
Contractor may not assign this Agreement without Company’s prior written consent.
11.5 Notices
All notices shall be in writing and delivered to the addresses set forth above.
11.6 Severability
If any provision is held invalid, the remaining provisions shall continue in effect.
SIGNATURES
COMPANY: [COMPANY NAME], LLC
By: _________________________ Date: _____________ Name: Title:
CONTRACTOR:
_________________________ Date: _____________ [CONTRACTOR NAME]
EXHIBIT A - SCOPE OF SERVICES AND COMPENSATION
Services to be Performed:
[DESCRIBE SERVICES IN DETAIL]
Deliverables:
| Deliverable | Due Date | Fee |
|---|---|---|
| [DELIVERABLE 1] | [DATE] | $[AMOUNT] |
| [DELIVERABLE 2] | [DATE] | $[AMOUNT] |
Compensation:
☐ Fixed Fee: [RATE]/hour, not to exceed $[CAP] ☐ Milestone Payments: As set forth above
Reimbursable Expenses:
- Travel (pre-approved)
- Software/tools (pre-approved)
- Other: [SPECIFY]
EXHIBIT B - CONTRACTOR’S PRE-EXISTING MATERIALS
List any pre-existing materials Contractor will incorporate into the Work Product:
| Material | Description | License Terms |
|---|---|---|
| [None / Material name] |