Independent Contractor Agreement Defines terms for contractors working independently, covering work scope and payment arrangements.
This Independent Contractor Agreement (the "Agreement") is entered into as of the date last signed below (the "Effective Date") by and between Janice Parker, an individual residing at [Address] ("Contractor"), and [Company Name], a [Company Type] organized under the laws of the State of [State], having its principal place of business at [Address] ("Client").
Contractor agrees to perform the following services for Client (collectively, the "Services"): [Describe the project and tasks to be performed]. Contractor shall complete the Services in accordance with the specifications and timeline set forth in Exhibit A attached hereto and made a part of this Agreement.
3.1. Fee for Services
Client shall pay Contractor a total fee of $[Total Fee] for the Services (the "Fee"). The Fee shall be payable as follows: [Specify payment schedule, e.g., upon completion of milestones, at set intervals, or upon completion of the Services]. Client shall make payment within [Number] days after receipt of an invoice from Contractor.
Contractor shall be responsible for all expenses incurred in the performance of the Services, unless specifically agreed otherwise in writing by Client.
Contractor shall perform and complete the Services within the deadlines set forth in Exhibit A. In the event of a delay in the completion of Services due to force majeure or other circumstances beyond the reasonable control of Contractor, the parties shall negotiate in good faith to extend the deadline as appropriate.
5.1. Ownership of Work Product
All right, title, and interest in and to any materials, documents, designs, works of authorship, ideas, inventions, processes, techniques, and know-how created, conceived, or reduced to practice by Contractor in connection with the Services, whether or not eligible for intellectual property protection (collectively, the "Work Product"), shall be the sole and exclusive property of Client. Contractor hereby assigns to Client all right, title, and interest in and to the Work Product.
5.2. License to Contractor
Client hereby grants Contractor a non-exclusive, royalty-free, non-transferable, non-sublicensable, worldwide license to use the Work Product solely for the purpose of performing the Services under this Agreement.
5.3. No Infringement
Contractor represents and warrants that the Work Product and the performance of the Services shall not infringe upon or violate any intellectual property rights of any third party.
Contractor is an independent contractor and is not an agent, employee, joint venturer, or partner of Client. Nothing in this Agreement shall be construed as creating any relationship other than that of an independent contractor between the parties. Contractor shall have no authority to bind, represent, or commit Client in any manner.
Contractor agrees to hold in strict confidence, and not to disclose or use for the benefit of any third party, any confidential information of Client that Contractor may obtain during the performance of the Services, unless specifically authorized in writing by Client. This obligation shall survive the termination or expiration of this Agreement.
Contractor shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney's fees) arising out of or resulting from Contractor's performance of the Services, including but not limited to, claims for personal injury, property damage, infringement of intellectual property rights, and breach of confidentiality obligations.
This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without giving effect to its conflicts of laws principles. Any disputes arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. Judgment on the arbitration award may be entered in any court having jurisdiction thereof.
This Agreement, including Exhibit A, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions between the parties, whether oral or written. This Agreement may not be amended, modified, or supplemented, except by a written document signed by both parties.
All notices, requests, and other communications hereunder must be in writing and delivered personally, by email (with confirmation of receipt), or by overnight courier (with proof of delivery) to the addresses set forth below the parties' signatures or to such other address as either party may designate by notice to the other party.
This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Facsimile signatures and electronic signatures (including without limitation .pdf signatures) shall be deemed valid and binding as if they were original signatures.
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In this Independent Contractor Agreement, you will see the following sections:
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