Independent Contractor Agreement for Software Consultant (for IC)

If you're an independent contractor and perform software consulting or programming services, it's important that you protect your status as a worker and outline your expectations for the working relationship. The agreement covers:

  • the services you'll provide
  • deadlines you've agreed to meet
  • when you'll be paid, including late fees if you're not paid on time

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Independent Contractor Agreement

Parties

This Agreement is made between  ("Client"), with a principal place of business at , and  ("Consultant"), with a principal place of business at .

Services to Be Performed

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services

Consultant agrees to perform the following services for Client: 

services in Exhibit 

Consultant agrees to perform the services described in Exhibit A, which is attached to and made part of this Agreement.

Payment

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fixed fee

Consultant will be paid $ upon completion of the work as detailed in this Agreement.

installments

Client will pay Consultant a fixed fee of $, in  installments as follows:

hour/day/week/month

Consultant will be compensated at the rate of $ per .

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cap on payment

Unless otherwise agreed upon in writing by Client, Client's maximum liability for all services performed during the term of this Agreement will not exceed $.

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late fee provision

Late Fees 

If Client is late paying Consultant, Consultant's damages will be difficult to measure. As a reasonable estimate of the damages Consultant will sustain, and as liquidated damages and not as a penalty, Client agrees to pay Consultant an additional % per month interest charge on the amount owed.

Expenses

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no reimbursement

Consultant will be responsible for all expenses incurred while performing services under this Agreement.

reimbursement

Client will reimburse Consultant for the following expenses that are directly attributable to work performed under this Agreement: 

Consultant will submit an itemized statement of Consultant's expenses. Client will pay Consultant within 30 days after receipt of each statement.

 Invoices

Consultant will submit invoices for all services rendered. Client will pay Consultant within  days after receipt of each invoice.

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materials

 Materials

Consultant will furnish all materials, equipment, and supplies used to provide the services required by this Agreement.

 Intellectual Property Ownership

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license ip

Consultant grants to Client a royalty-free nonexclusive license to use anything created or developed by Consultant for Client under this Agreement ("Contract Property"). The license will have a perpetual term and Client may not transfer it. Consultant will retain all copyrights, patent rights, and other intellectual property rights to the Contract Property.

assign ip

Consultant assigns to Client all patent, copyright, and trade secret rights in anything created or developed by Consultant for Client under this Agreement. This assignment is conditioned upon full payment of the compensation due Consultant under this Agreement. Consultant will help prepare any documents Client considers necessary to secure any copyright, patent, or other intellectual property rights in Consultant's work product under this Agreement.

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reusable materials

Consultant's Reusable Materials

Consultant owns or holds a license to use and sublicense various materials in existence before the start date of this Agreement ("Consultant's Materials"). Consultant's Materials include, but are not limited to, those items identified as follows: .

Consultant may, at its option, include Consultant's Materials in the work performed under this Agreement. Consultant retains all right, title, and interest, including all copyrights, patent rights, and trade secret rights in Consultant's Materials. Consultant grants Client a royalty-free nonexclusive license to use any of Consultant's Materials incorporated into the work performed by Consultant under this Agreement. The license will have a perpetual term and may not be transferred by Client.

Independent Consultant Status

Consultant is an independent contractor, and neither Consultant nor Consultant's employees or contract personnel is, or will be deemed, Client's employees. In its capacity as an independent contractor, Consultant agrees and represents, and Client agrees, as follows:

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IC status 1

Consultant has the right to perform services for others during the term of this Agreement subject to noncompetition provisions set out in this Agreement, if any.

IC status 2

Consultant has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed.

IC status 3

Consultant has the right to perform the services required by this Agreement at any place or location and at such times as Consultant may determine.

IC status 4

Consultant will furnish all equipment and materials used to provide the services required by this Agreement, except to the extent that Consultant's work must be performed on or with Client's computer or existing software.

IC status 5

The services required by this Agreement will be performed by Consultant or Consultant's employees or contract personnel, and Client will not be required to hire, supervise, or pay any assistants to help Consultant.

IC status 6

Consultant is responsible for paying all ordinary and necessary expenses of its staff.

IC status 7

Neither Consultant nor Consultant's employees or contract personnel will receive any training from Client in the professional skills necessary to perform the services required by this Agreement.

IC status 8

Neither Consultant nor Consultant's employees or contract personnel will be required to devote full time to the performance of the services required by this Agreement.

IC status 9

Client will not withhold from Consultant's compensation any amount that would normally be withheld from an employee's pay.

Business Permits, Certificates, and Licenses

Consultant has complied with all federal, state, and local laws requiring business permits, certificates, and licenses required to carry out the services to be performed under this Agreement.

Fringe Benefits

Consultant understands that neither Consultant nor Consultant's employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Client. If Consultant is subsequently classified by the IRS as a common law employee, Consultant expressly waives his or her rights to any benefits to which he or she was, or might have become, entitled. 

Unemployment Compensation

Client will make no state or federal unemployment compensation payments on behalf of Consultant or Consultant's employees or contract personnel. Consultant will not be entitled to these benefits in connection with work performed under this Agreement.

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insurance coverage

Insurance

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general liability

General Liability. Client will not provide any insurance coverage of any kind for Consultant or Consultant's employees or contract personnel. Consultant will maintain a broad form commercial general liability insurance policy providing combined single limits of not less than $ per occurrence and $ annual aggregate. Before commencing any work, Consultant will provide Client with proof of this insurance and that Client has been made an additional insured under the policy.

professional liability

Professional Liability. Consultant will obtain professional liability insurance coverage for malpractice or errors or omissions committed by Consultant or Consultant's employees or contract personnel during the term of this Agreement. The policy will provide for coverage of at least $ for each occurrence and $ annual aggregate. Before commencing any work, Consultant will provide Client with proof of this insurance.

Term of Agreement

This agreement will become effective when signed by both parties and will terminate on the earliest of:

  • the date Consultant 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 is sent to the other party.

Limited Liability

This provision allocates the risks under this Agreement between Consultant and Client. Consultant's pricing reflects the allocation of risk and limitation of liability specified below.

Consultant's total liability to Client under this Agreement for damages, costs, and expenses will not exceed the compensation received by Consultant under this Agreement. However, Consultant will remain liable for bodily injury or personal property damage resulting from grossly negligent or willful actions of Consultant or Consultant's employees or agents while on Client's premises to the extent such actions or omissions were not caused by Client.

NEITHER PARTY TO THIS AGREEMENT WILL BE LIABLE FOR THE OTHER'S LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES.

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private dispute resolution

Disputes

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mediation only

Mediation. If a dispute arises under or relating to this Agreement, the parties will try in good faith to settle it through mediation conducted by a mediator to be mutually selected. The parties will share the costs of the mediator equally. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within 30 days after it is referred to the mediator, either party may take the matter to court.

mediation to arbitration (no litigation)

Mediation and Arbitration. If a dispute arises under or relating to this Agreement, the parties will try in good faith to settle it through mediation conducted by a mediator to be mutually selected. The parties will share the costs of the mediator equally. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within 30 days after it is referred to the mediator, it will be settled by binding arbitration by an arbitrator to be mutually selected. Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter.
arbitration (no litigation)

Arbitration. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration by an arbitrator to be mutually selected. Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter. 

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attorney fees

Attorney Fees

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.

Entire 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.

Successors

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.

Waiver

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the state of  

Severability

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.

Attached Papers

Any attached sheet or document shall be regarded as fully contained in this Agreement.

Notices

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.

No Partnership

This Agreement does not create a partnership relationship. Consultant does not have authority to enter into contracts on Client's behalf.

Keep Together

Counterparts

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.

Signature: ____________________________________________
Date: ________________________________________________
Client: 
Title: ________________________________________________
Address: 

 

Signature: ____________________________________________
Date: ________________________________________________
Consultant: 
Title: ________________________________________________
Address: 

 

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