INDEPENDENT CONTRACTOR AGREEMENT
Generated: 2026-02-13
IMPORTANT NOTICE
This draft is not legal advice. Regulatory, tax, and employment-classification requirements differ by jurisdiction and industry. Obtain legal review before execution.
1. PARTIES
This Agreement is made effective 2026-02-13 between [company], [company address] ("Company") and [contractor], [contractor address] ("Contractor").
2. ENGAGEMENT AND TERM
Contractor is engaged for Professional Services Engagement. Term starts 2026-02-13 and ends [end], unless earlier terminated under this Agreement.
3. SERVICES AND DELIVERABLES
Contractor will provide consulting, implementation, and advisory services as requested in writing by Company, including related documentation and handover support.
Deliverables include agreed work product, weekly status updates, final handover files, and transition notes. Any change in scope requires written approval.
Any change in scope, timeline, staffing, or deliverables requires prior written approval by authorized representatives of both parties.
4. COMPENSATION
Compensation model: Fixed fee. Fixed fee: N/A. Hourly rate: N/A. Invoice frequency: Monthly. Payment terms: 15 days.
Any undisputed invoice unpaid after due date may accrue interest at 1.0% per month (or the maximum allowed by law), whichever is lower.
Pre-approved, documented business expenses are reimbursable within 15 days after submission.
5. INDEPENDENT CONTRACTOR STATUS
Contractor is an independent contractor and not an employee, partner, or agent of Company. Contractor is solely responsible for taxes, insurance, and statutory obligations.
6. CONFIDENTIALITY
Contractor shall protect all non-public information and use it only for contract performance. This obligation survives termination for 3 years or as required by law.
7. INTELLECTUAL PROPERTY
Upon full payment, all custom work product created specifically for Company under this agreement is assigned to Company. Pre-existing Contractor materials remain Contractor property, with Company receiving a perpetual, non-exclusive license to use incorporated components.
8. NON-SOLICITATION
During the term and for 12 months thereafter, neither party will knowingly solicit the other party's employees directly involved in this engagement, except through general public recruitment.
9. TERMINATION
Notice period: 14 days. Either party may terminate for convenience with written notice. Company will pay for accepted services performed up to effective termination date.
10. INDEMNITY AND LIABILITY
Each party will indemnify the other for third-party claims arising from its own negligence, willful misconduct, or material breach of this agreement.
Except for confidentiality breach, IP infringement, or fraud, each party's aggregate liability is limited to total fees paid/payable under this agreement.
11. DISPUTE RESOLUTION
Parties will first attempt good-faith negotiation. If unresolved within 30 days, disputes are submitted to mediation before court action, unless urgent injunctive relief is necessary.
12. GOVERNING LAW
Governing law: [state]. Venue: [county].
13. ENTIRE AGREEMENT
This Agreement is the complete understanding between parties regarding the subject matter and may only be amended in signed writing.
14. ADDITIONAL TERMS
No additional terms.
15. KEY TERMS SUMMARY (TABLE)
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Company |-
Contractor |-
Project |Professional Services Engagement
Term |2026-02-13 to -
Compensation Model |Fixed fee
Fixed Fee |N/A
Hourly Rate |N/A
Governing Law |- / -
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15. SIGNATURES
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COMPANY SIGN: __________________ |CONTRACTOR SIGN: __________________
DATE: 2026-02-13 |DATE: 2026-02-13
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