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Independent Contractor Agreement template
Independent Contractor Agreement sample


What is Independent Contractor Agreement?

Independent Contractor Agreement Defines terms for contractors working independently, covering work scope and payment arrangements.



Sample template:



Independent Contractor Agreement


1. Parties

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").



2. Scope of Work

2.1. Services


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. Payment Terms

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.


3.2. Expenses


Contractor shall be responsible for all expenses incurred in the performance of the Services, unless specifically agreed otherwise in writing by Client.



4. Deadlines

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. Intellectual Property Rights

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.



6. Independent Contractor Relationship

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.



7. Confidentiality

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.



8. Indemnification

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.



9. Governing Law and Dispute Resolution

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.



10. Entire Agreement

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.



11. Notices

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.



12. Counterparts and Electronic Signatures

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.



IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

________________________ ________________________
[Company Name] Janice Parker
By: ________________________ ________________________
[Name] [Signature]
[Title] [Address]
[Email] [Email]
[Address] [Phone]

EXHIBIT A

Services, Specifications, and Timeline

1. Services and Specifications:
[Provide detailed description of the Services, including any required specifications and deliverables]

2. Timeline:
[Provide a schedule of milestones and deadlines for the completion of the Services]

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Common Sections of an Independent Contractor Agreement


In this Independent Contractor Agreement, you will see the following sections:

  1. Parties
  2. Scope of Work
  3. Payment Terms
  4. Deadlines
  5. Intellectual Property Rights
  6. Independent Contractor Relationship
  7. Confidentiality
  8. Indemnification
  9. Governing Law and Dispute Resolution
  10. Entire Agreement
  11. Notices
  12. Counterparts and Electronic Signatures


Analysis/Summary of each section

  1. Parties : This section introduces the two parties involved in the agreement, the Contractor (Janice Parker) and the Client (the company). It provides their contact information and establishes the date the agreement becomes effective.

  2. Scope of Work : This section describes the specific services the Contractor will provide for the Client. It also refers to Exhibit A, which contains more detailed information about the project, tasks, and timeline.

  3. Payment Terms : This section outlines how much the Contractor will be paid, the payment schedule, and who is responsible for any expenses incurred during the project.

  4. Deadlines : This section states that the Contractor must complete the work within the deadlines specified in Exhibit A. It also addresses potential delays and how they will be handled.

  5. Intellectual Property Rights : This section establishes that the Client will own all intellectual property rights to the work created by the Contractor. It also grants the Contractor a limited license to use the work for the purpose of performing the services under the agreement. The Contractor must also ensure that their work does not infringe on any third-party intellectual property rights.

  6. Independent Contractor Relationship : This section clarifies that the Contractor is not an employee or agent of the Client and has no authority to represent or commit the Client in any way.

  7. Confidentiality : This section requires the Contractor to keep any confidential information they receive from the Client private and not use it for the benefit of any third party. This obligation continues even after the agreement ends.

  8. Indemnification : This section states that the Contractor will protect the Client from any legal claims or damages that may arise from the Contractor's work, including personal injury, property damage, intellectual property infringement, and breaches of confidentiality.

  9. Governing Law and Dispute Resolution : This section specifies that the agreement will be governed by the laws of a particular state and that any disputes will be resolved through binding arbitration.

  10. Entire Agreement : This section states that the agreement, including Exhibit A, is the complete understanding between the parties and supersedes any previous agreements or discussions. It can only be changed through a written document signed by both parties.

  11. Notices : This section outlines how the parties should communicate with each other, including the acceptable methods of sending notices and the addresses to use.

  12. Counterparts and Electronic Signatures : This section allows the agreement to be signed in separate parts, each considered an original, and accepts electronic signatures as valid and binding.

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