# Independent Contractor Agreement Template

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

**Company:**  
[Company Legal Name]  
[Company Address]  
[City, State, ZIP]  
(“Company”)

**Contractor:**  
[Contractor Full Name or Business Name]  
[Contractor Address]  
[City, State, ZIP]  
(“Contractor”)

---

## 1. Scope of Services  
The Contractor agrees to perform the services described in **Exhibit A – Statement of Work** (the “Services”) in a professional and work‑manlike manner, consistent with industry standards.

## 2. Term  
This Agreement shall commence on **[Start Date]** and shall continue until **[End Date]** or until terminated in accordance with Section 9 below, whichever occurs first. The parties may extend the term by mutual written consent.

## 3. Compensation  
- **Fees:** Company shall pay Contractor **$[Amount]** per **[hour/day/week/month/project]** for the Services.  
- **Invoicing:** Contractor shall submit invoices to Company on a **[weekly/bi‑weekly/monthly]** basis.  
- **Payment Terms:** Company shall pay undisputed amounts within **[30]** days of receipt of a proper invoice.  
- **Expenses:** Pre‑approved expenses incurred by Contractor in connection with the Services shall be reimbursed upon submission of receipts.

## 4. Independent Contractor Relationship  
- The Contractor is an independent contractor and not an employee, agent, partner, or joint‑venturer of the Company.  
- Contractor shall have no authority to bind the Company or incur any obligation on its behalf.  
- Contractor shall be solely responsible for all taxes, insurance, and benefits related to the compensation received.

## 5. Confidential Information  
- **Definition:** “Confidential Information” means any non‑public information disclosed by either party, including but not limited to business plans, customer data, technical specifications, and financial information.  
- **Obligations:** Contractor shall (a) maintain the confidentiality of all Confidential Information, (b) use it only for the purpose of performing the Services, and (c) not disclose it to any third party without the Company’s prior written consent.  
- **Exclusions:** Information that is (i) publicly known, (ii) already known to Contractor prior to disclosure, (iii) independently developed, or (iv) required to be disclosed by law.

## 6. Intellectual Property  
- **Work Product:** All inventions, designs, works of authorship, software, deliverables, and other materials created by Contractor in connection with the Services (collectively, “Work Product”) shall be deemed “work made for hire” and shall be the exclusive property of the Company.  
- **Assignment:** To the extent any Work Product does not qualify as work made for hire, Contractor hereby assigns all right, title, and interest in such Work Product to the Company.  
- **License to Pre‑Existing Materials:** Contractor grants Company a worldwide, royalty‑free, perpetual license to use any pre‑existing materials incorporated into the Work Product.

## 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 and will not infringe any third‑party rights;  
c) Contractor will comply with all applicable laws and regulations.

## 8. Indemnification  
Contractor shall indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:  
a) Contractor’s breach of this Agreement; or  
b) any claim that the Work Product infringes a third‑party right.

## 9. Termination  
- **For Convenience:** Either party may terminate this Agreement for any reason upon **[X]** days’ written notice to the other party.  
- **For Cause:** Either party may terminate immediately upon written notice if the other party materially breaches any provision and fails to cure such breach within **[10]** days after receipt of notice.  
- **Effect of Termination:** Upon termination, Contractor shall (i) cease all work, (ii) deliver all completed Work Product to Company, and (iii) receive payment for Services performed up to the effective termination date, less any lawful set‑offs.

## 10. Confidentiality of Termination  
Both parties agree to keep the terms of this Agreement and the reason for termination confidential, except as required by law or as necessary to enforce its provisions.

## 11. Non‑Solicitation  
During the term of this Agreement and for **[12]** months thereafter, Contractor shall not, directly or indirectly, solicit or hire any employee or independent contractor of the Company without the Company’s prior written consent.

## 12. Governing Law & Dispute Resolution  
- **Governing Law:** This Agreement shall be governed by and construed in accordance with the laws of the State of **[State]**, without regard to conflict‑of‑law principles.  
- **Dispute Resolution:** Any dispute arising out of or relating to this Agreement shall be resolved by **[mediation/arbitration]** in **[City, State]** before a mutually agreed‑upon neutral third party. If mediation/arbitration fails, the parties may pursue any remedy available at law or in equity.

## 13. Miscellaneous  
- **Entire Agreement:** This Agreement, together with all exhibits, constitutes the entire understanding between the parties and supersedes all prior agreements.  
- **Amendments:** No amendment or modification shall be effective unless in writing signed by both parties.  
- **Severability:** If any provision is held invalid, the remainder shall remain in full force and effect.  
- **Assignment:** Contractor may not assign this Agreement without Company’s prior written consent.  
- **Notices:** All notices shall be in writing and delivered by personal delivery, certified mail, or reputable overnight courier to the addresses set forth above (or such other address as a party may designate in writing).  

---

### Exhibit A – Statement of Work (SOW)  
*(Attach a detailed description of the services, deliverables, milestones, schedule, and any specific performance standards.)*  

---

## Signatures  

**Company**  

By: _______________________________________  
Name: [Authorized Signatory]  
Title: [Title]  
Date: __________________________________  

**Contractor**  

Signature: _______________________________________  
Name: [Contractor Full Name]  
Title (if applicable): _______________________________  
Date: __________________________________  

---

## How to use this template  

1. **Replace every bracketed field** (e.g., [Company Legal Name], [Effective Date]) with the appropriate information for your situation.  
2. **Customize Exhibit A** to detail the specific services, deliverables, timelines, and any performance metrics.  
3. **Review the compensation, term, and termination clauses** to ensure they reflect the agreed‑upon arrangement.  
4. **Add or delete sections** as needed to suit the nature of the work (e.g., data‑privacy addendums for tech projects).  
5. **Have both parties sign** the agreement and retain copies for your records.  

**Disclaimer:** This template is provided for general informational purposes only and does not constitute legal advice. Laws vary by jurisdiction, and specific circumstances may require additional provisions. You should have this agreement reviewed by a qualified attorney to ensure compliance with applicable laws and to address any unique issues relevant to your business.