Independent Contractor Agreement
Effective date: [Date]
This Independent Contractor Agreement is entered into by and between [Client legal name], [address and entity details] (“Client”), and [Contractor legal name], [address and entity details] (“Contractor”), together the “Parties.”
1. Parties and Engagement
[Legal names, addresses, start date, business purpose, and contractor contact.]
2. Services and Deliverables
[Statement of services, exclusions, work location, tools, dependencies, and named deliverables.]
3. Milestones, Acceptance, and Changes
[Milestone dates, acceptance criteria, review window, rework limit, and written change-order process.]
4. Fees, Invoicing, and Expenses
[Rate or fixed fee, currency, invoice evidence, payment days, withholding, and pre-approval for expenses.]
5. Independent Status and Taxes
[No employment authority, contractor control, tax registrations, benefits exclusion, and required certificates.]
6. Confidentiality and Data Protection
[Confidential information, security controls, subprocessors, breach notice, and return or deletion.]
7. Intellectual Property and Portfolio Rights
[Background IP, work product assignment or license, moral-rights waiver where lawful, and portfolio approval.]
8. Representations and Insurance
[Authority, originality, compliance, non-infringement, professional standard, and insurance limits.]
9. Term, Termination, and Handover
[Notice, cure, termination for convenience or cause, payment for accepted work, and transition assistance.]
10. Disputes and General Terms
[Governing law, venue, notices, assignment, entire agreement, and amendment method.]
Signatures
Client
Name: [Name]
Title: [Title or capacity]
Signature: ____________________
Date: [Date]
Contractor
Name: [Name]
Title: [Title or capacity]
Signature: ____________________
Date: [Date]
Legal notice: Worker-classification, tax, IP, and restrictive-covenant rules vary by location. Counsel must tailor this agreement before signature.