Contract With Independent Contractor
Contract With Independent Contractor
This agreement is between , Client, and , Contractor.
Services to Be Performed
Contractor agrees to perform the following services for Client:
|services in Exhibit||Contractor agrees to perform the services described in Exhibit A, which is attached to and made part of this Agreement.|
Time for Performance
|Alternate Selection: [time for performance]|
|specific date||Contractor will complete the performance of these services on or before .|
|piece by piece||
Contractor will perform the services according to the following schedule:
|fixed fee||Contractor will be paid $ upon completion of the work as detailed in this Agreement.|
Client will pay Contractor a fixed fee of $, in installments as follows:
Contractor will be compensated at the rate of $ per .
|Multiple Selection: [state, federal taxes]|
|state and federal taxes||
State and Federal Taxes
Client will not:
(a) withhold Social Security and Medicare taxes from Contractor's payments or make such tax payments on Contractor's behalf, or
(b) withhold state or federal income tax from Contractor's payments or make state or federal unemployment contributions on Contractor's behalf.
Contractor will pay all applicable taxes related to the performance of services under this contract. This includes income, Social Security, Medicare, and self-employment taxes. Contractor will also pay any unemployment contributions related to the performance of services under this contract. Contractor will reimburse Client if Client is required to pay such taxes or unemployment contributions.
Neither Contractor nor Contractor's employees are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Client.
Contractor will submit invoices to Client for all services performed.
Independent Contractor Status
The parties intend Contractor to be an independent contractor in the performance of the services. Contractor will have the right to control and determine the methods and means of performing the contractual services.
Contractor retains the right to perform services for other clients.
Contractor, at Contractor's expense, may employ assistants as Contractor deems appropriate to perform the contractual services. Contractor will be responsible for paying these assistants as well as any expense attributable to them, including income, Social Security, and Medicare taxes, and unemployment contributions. Contractor will maintain workers' compensation insurance for all of its employees.
Equipment and Supplies
|Alternate Selection: [equipment, supplies]|
|contractor provides all equipment||Contractor, at Contractor's expense, will provide all equipment, tools, and supplies necessary to perform the contractual services.|
|client provides some equipment||
Contractor, at Contractor's expense, will provide all equipment, tools, and supplies necessary to perform the contractual services, except for the following, which will be provided by Client:
|Alternate Selection: [expenses paid]|
|contractor pays all expenses||Contractor will be responsible for all expenses required for the performance of the contractual services.|
|client pays some expenses||
Contractor will be responsible for all expenses required for the performance of the contractual services, except for the following, which will be paid for by Client:
Client will make no state or federal unemployment compensation payments on behalf of Contractor or Contractor's employees or contract personnel. Contractor will not be entitled to these benefits in connection with work performed under this Agreement.
Warranties and Representations
Contractor warrants and represents that:
- Contractor has the authority to enter into this Agreement and to perform all obligations hereunder.
- The services to be performed are and will be free and clear of all encumbrances including security interests, licenses, liens, or other restrictions except as follows: .
- The use, reproduction, distribution, or modification of any work product resulting from the services does not and will not violate the copyright, patent, trade secret, or other property right of any former client, employer, or third party.
Contractor agrees to indemnify and hold harmless Client against any third-party claims, actions, or demands, including without limitation reasonable attorney and accounting fees, alleging or resulting from the breach of the warranties contained in this Agreement. Client will provide notice to Contractor promptly of any such claim, suit, or proceeding and will assist Contractor, at Contractor's expense, in defending any such claim, suit, or proceeding.
Term of Agreement
This agreement will become effective when signed by both parties and will terminate on the earliest of:
- the date Contractor completes the services required by this Agreement
- , or
- the date a party terminates the Agreement as provided below.
Termination of Agreement
Each party has the right to terminate this Agreement if the other party has materially breached any obligation herein and such breach remains uncured for a period of 30 days after notice thereof is sent to the other party.
If at any time after commencement of the services required by this Agreement, Client in its sole reasonable judgment, determines that such services are inadequate, unsatisfactory, no longer needed, or substantially not conforming to the descriptions, warranties, or representations contained in this Agreement, Client may terminate this Agreement upon days' written notice to Contractor.
|client owns IP||
Intellectual Property Ownership
Contractor assigns to Client all patent, copyright, trademark, and trade secret rights in anything created or developed by Contractor for Client under this Agreement. Contractor will help prepare any papers that Client considers necessary to secure any patents, copyrights, trademarks, or other proprietary rights at no charge to Client. However, Client will reimburse Contractor for reasonable out-of-pocket expenses incurred. Contractor must obtain written assurances from Contractor's employees and contract personnel that they agree with this assignment.
Contractor Confidentiality. Contractor acknowledges that within the course of providing services, it will be necessary for Client to disclose certain confidential and proprietary information to Contractor in order for Contractor to perform duties under this Agreement. Contractor acknowledges that any disclosure to any third party or any misuse of this proprietary or confidential information would irreparably harm Client. Accordingly, Contractor will not use or disclose to others without Client's written consent Client's confidential information, except when reasonably necessary to perform the services under this Agreement.
Scope of Confidential Information. Confidential Information includes, but is not limited to:
Contractor will not be restricted in the use of any material that is publicly available, already in Contractor's possession prior to commencement of Contractor's provision of services to Client, known to Contractor without restriction, or rightfully obtained by Contractor from sources other than Client.
Contractor's obligations regarding proprietary or confidential information extend to information belonging to customers and suppliers of Client about which Contractor may have gained knowledge as a result of Contractor's services to Client.
Contractor will not disclose to Client information or material that is a trade secret of any third party. The provisions of this clause will survive any termination of this Agreement.
|private dispute resolution||
The prevailing party shall have the right to collect from the other party its reasonable costs and disbursements and attorney fees incurred in enforcing this Agreement.
This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings. This Agreement may not be amended except in a writing as provided for in this Agreement.
This agreement binds and benefits the respective successors, inheritors, assigns, and personal representatives of the parties, except to the extent of any contrary provision in the Agreement.
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
This Agreement will be governed by and construed in accordance with the laws of the state of .
If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.
Any attached sheet or document shall be regarded as fully contained in this Agreement.
All notices must be in writing. A notice may be delivered to a party at the address that follows a party's signature or to a new address that a party designates in writing. A notice may be delivered: in person, by certified mail, or by overnight courier.
This Agreement does not create a partnership relationship. Contractor does not have authority to enter into contracts on Client's behalf.
This agreement may be signed by the parties in different counterparts and the signature pages combined will create a document binding on all parties.
MY SIGNATURE BELOW INDICATES THAT I HAVE READ AND UNDERSTOOD THIS AGREEMENT.
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Hiring independent contractors, consultants or freelancers instead of employees can save you time, money and paperwork. But if you treat a contractor as an employee, the IRS can (and will) hit you hard with penalties.
Use the "Contract With Independent Contractor" to not only come to an agreement with your contractor, but to help justify your working relationship when the IRS comes knocking on your door. The contract will list the details of the job to be performed, while making clear that your contractor will receive no fringe benefits, can work for other clients, will pay their own taxes and so on.
Important to Know:
- No contract automatically protects you from the IRS -- if you treat your contractor as an employee, so will the IRS.
- Use contractors who provide their own tools and supplies to get the job done.