# Independent Contractor Agreement Template

**This Independent Contractor Agreement (“Agreement”) is made and entered into as of [Effective Date], by and between:**  

- **Company:** [Company Legal Name], a [State] corporation/LLC, with its principal place of business at [Company Address] (“Company”).  
- **Contractor:** [Contractor Full Name], an independent contractor, residing at [Contractor Address] (“Contractor”).

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## 1. Scope of Services  

**1.1 Services.** Contractor shall perform the services described in **Exhibit A – Statement of Work** (the “Services”) in a professional and timely manner, consistent with industry standards.

**1.2 Deliverables.** Contractor shall deliver the work product(s) set forth in Exhibit A (the “Deliverables”) on or before the dates specified therein.

**1.3 Equipment & Materials.** Contractor shall provide all equipment, tools, and materials necessary to perform the Services unless otherwise agreed in writing.

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## 2. Term  

**2.1 Commencement.** This Agreement shall commence on [Start Date] and shall continue until [End Date] or until terminated in accordance with Section 9, whichever occurs first.

**2.2 Extension.** The parties may extend the term by mutual written agreement signed by both parties.

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## 3. Compensation  

**3.1 Fees.** Company shall pay Contractor **[Fee Amount]** per **[hour/day/week/project]** for the Services. Payment shall be made within **[Number]** days of receipt of an undisputed invoice.

**3.2 Invoicing.** Contractor shall submit invoices to **[Invoice Email/Address]** detailing the Services performed, dates, and amounts due.

**3.3 Expenses.** The Company shall reimburse Contractor for pre‑approved, reasonable, and documented expenses incurred in connection with the Services, provided such expenses are submitted with appropriate receipts within **[Number]** days of incurrence.

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## 4. Independent Contractor Relationship  

**4.1 Status.** Contractor is an independent contractor and not an employee, partner, or joint venturer of the Company. Contractor shall have no authority to bind the Company in any manner.

**4.2 Taxes.** Contractor shall be solely responsible for all federal, state, and local taxes, insurance, and other statutory obligations arising from compensation received under this Agreement.

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## 5. Confidential Information  

**5.1 Definition.** “Confidential Information” means any non‑public information disclosed by the Company to Contractor, including but not limited to business plans, customer data, technical specifications, and trade secrets.

**5.2 Obligations.** Contractor shall (a) maintain the confidentiality of the Confidential Information; (b) not use the Confidential Information for any purpose other than performing the Services; and (c) not disclose it to any third party without the Company’s prior written consent.

**5.3 Return of Materials.** Upon termination or at the Company’s request, Contractor shall promptly return or destroy all Confidential Information and any copies thereof.

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## 6. Intellectual Property  

**6.1 Work Made for Hire.** All Deliverables and any intellectual property created in the performance of the Services shall be deemed “work made for hire” and shall be the sole and exclusive property of the Company.

**6.2 Assignment.** To the extent any Deliverable does not qualify as a work made for hire, Contractor hereby irrevocably assigns, transfers, and conveys to the Company all right, title, and interest worldwide in and to such Deliverables, including all related patents, copyrights, trademarks, and trade secrets.

**6.3 License to Pre‑Existing Materials.** Contractor grants the Company a non‑exclusive, royalty‑free, perpetual, worldwide license to use any pre‑existing materials incorporated into the Deliverables.

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## 7. Representations & Warranties  

Contractor represents and warrants that:  

- (a) Contractor has the right and authority to enter into this Agreement;  
- (b) the Services will be performed in a professional manner consistent with industry standards;  
- (c) the Deliverables will not infringe any third‑party intellectual property rights; and  
- (d) Contractor will comply with all applicable laws and regulations.

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## 8. Indemnification  

Contractor shall indemnify, defend, and hold harmless the Company, its officers, directors, and employees from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of:  

- (a) a breach of Contractor’s representations, warranties, or obligations under this Agreement; or  
- (b) any claim that the Deliverables infringe a third‑party right.

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## 9. Termination  

**9.1 Termination for Convenience.** Either party may terminate this Agreement without cause upon **[Number]** days’ written notice to the other party.

**9.2 Termination for Cause.** Either party may terminate immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within **[Number]** days after receipt of notice.

**9.3 Effect of Termination.** Upon termination:  

- (a) Contractor shall cease all work and deliver any completed Deliverables;  
- (b) Company shall pay Contractor for Services performed up to the termination date, subject to Section 3; and  
- (c) Contractor shall return all Confidential Information (see Section 5.3).

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## 10. Miscellaneous  

**10.1 Governing Law.** This Agreement shall be governed by and construed in accordance with the laws of the State of **[State]**, without regard to its conflict‑of‑law principles.

**10.2 Dispute Resolution.** Any dispute arising out of or relating to this Agreement shall be resolved by **[mediation/arbitration]** in **[City, State]**, pursuant to the rules of **[Arbitration Institution, if applicable]**.

**10.3 Entire Agreement.** This Agreement, together with Exhibit A, constitutes the entire understanding between the parties and supersedes all prior negotiations, representations, or agreements, oral or written.

**10.4 Amendments.** No amendment or modification shall be effective unless in writing and signed by both parties.

**10.5 Assignment.** Contractor may not assign any rights or obligations under this Agreement without the prior written consent of the Company.

**10.6 Notices.** All notices required under this Agreement shall be in writing and delivered by (i) hand delivery, (ii) certified mail, return receipt requested, or (iii) reputable overnight courier to the addresses set forth above, or to such other address as a party may designate in writing.

**10.7 Severability.** If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

**10.8 Waiver.** Failure to enforce any right under this Agreement shall not constitute a waiver of that right.

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## Exhibit A – Statement of Work  

**Project Title:** [Project Title]  

**Description of Services:**  
- [Task 1]  
- [Task 2]  
- [Task 3]  

**Deliverables:**  
1. [Deliverable 1] – due [Date]  
2. [Deliverable 2] – due [Date]  

**Milestones & Payment Schedule:**  
- Milestone 1 – [Description] – Payment: **[Amount]** – Due: **[Date]**  
- Milestone 2 – [Description] – Payment: **[Amount]** – Due: **[Date]**  

**Location of Performance:** [On‑site address or “Remote”]  

**Key Personnel:** [Names and roles of any Contractor personnel involved]  

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## Signature Page  

**Company:**  

_____________________________________  
Signature  
Name: [Authorized Signatory]  
Title: [Title]  
Date: ______________________________  

**Contractor:**  

_____________________________________  
Signature  
Name: [Contractor Full Name]  
Date: ______________________________  

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## How to use this template  

1. **Fill in every bracketed field** (e.g., [Effective Date], [Company Legal Name]) with the appropriate information for your situation.  
2. **Customize Exhibit A** to reflect the exact services, deliverables, milestones, and payment schedule you are agreeing to.  
3. **Review state‑specific requirements** (e.g., classification rules, tax obligations) that may affect independent‑contractor relationships in your jurisdiction.  
4. **Consider adding any additional clauses** that are relevant to your industry (e.g., data‑privacy, non‑compete, or specific regulatory compliance).  
5. **Have both parties sign** the Agreement and retain a copy for your records.  

**Disclaimer:** This template is provided for general informational purposes only and does not constitute legal advice. Laws vary by jurisdiction and the specific facts of each situation may require modifications to this document. You should consult with a qualified attorney to ensure the agreement complies with applicable laws and adequately protects your interests.