This is an Independent Contractor Agreement that favors the business that's doing the hiring.
Key aspects covered:
- All work product and IP automatically becomes Company property and Contractor has to cooperate in transferring IP rights.
- Confidentiality.
- Contractor warrants that the work product will not violate the rights of any third party. Contractor will not incorporate any proprietary information, IP into the work product.
- Contractor is obligated not to try to steal Company employees.
- Company may terminate this Agreement at any time for any reason.
- Company cannot be sued for any special, consequential damages.
Here it is in MS Word format.
INDEPENDENT CONTRACTOR AGREEMENT
This
Independent Contractor Agreement (“Agreement”) is entered into as of ____________,
2015 (the “Effective Date”), between _____[insert your company name
here]____, having its principal place of
business at _______________[address]____________(“Company”), and ________[insert Contractor’s name]_____, of _______________[address]____________ (“Contractor”) (the Company and Contractor
are each referred to herein individually as a “Party” and collectively
as the “Parties”).
For
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:
1. SERVICES
1.1 Statements of Work. From time to time, Company and Contractor
may execute one or more statements of work, substantially in the form attached hereto as Exhibit A, that describe the specific
services to be performed by Contractor (as executed, a “Statement of Work”). Each Statement of Work will expressly refer
to this Agreement, will form a part of this Agreement, and will be subject to
the terms and conditions contained herein. A Statement of Work may be amended
only by written agreement of the parties.
1.2 Performance of Services.
Contractor will perform the services described in each Statement of Work
(the “Services”) in accordance
with the terms and conditions set forth in each such Statement of Work and this Agreement. Contractor will not incorporate into any Work Product prepared for the Company any proprietary information, inventions, intellectual property, or other materials of a third party that are not generally available to the public without charge, have not been legally transferred to the Company, or for which Contractor has not obtained the prior express written consent of the Company.
with the terms and conditions set forth in each such Statement of Work and this Agreement. Contractor will not incorporate into any Work Product prepared for the Company any proprietary information, inventions, intellectual property, or other materials of a third party that are not generally available to the public without charge, have not been legally transferred to the Company, or for which Contractor has not obtained the prior express written consent of the Company.
1.3 Delivery. Contractor will deliver to
Company the deliverables, designs, modules, software, products, documentation and other materials specified
in the Statement of Work (individually or collectively, “Deliverables”) in
accordance with the delivery schedule and other terms and conditions set forth
in the Statement of Work.
2.
PAYMENT
2.1 Fees.
As Contractor’s sole compensation for the performance of Services,
Company will pay Contractor the fees specified in each Statement of Work in
accordance with the terms set forth therein.
Without limiting the generality of the foregoing, Contractor
acknowledges and agrees that, if specified in the Statement of Work, Company’s
payment obligation will be expressly subject to
Contractor’s completion or achievement of certain milestones to Company’s
reasonable satisfaction.
2.2 Expenses.
Unless otherwise specified in a Statement of Work or agreed in writing
elsewhere, Company will not reimburse Contractor for any expenses incurred by Contractor
in connection with performing Services.
2.3 Payment Terms. All fees and other amounts set forth in the
Statement of Work, if any, are stated in and are payable in U.S. Dollars (USD). Unless otherwise provided in a Statement of
Work, Contractor will invoice Company on a monthly basis for all fees and
expenses payable to Contractor. Company
will pay the full amount of each such invoice within thirty (30) days following
receipt thereof, except for any amounts that Company disputes in good
faith. The parties will use their
respective commercially reasonable efforts to promptly resolve any such payment
disputes.
3. RELATIONSHIP
OF THE PARTIES
3.1 Independent Contractor. Contractor is an independent contractor and
nothing in this Agreement will be construed as establishing an employment or
agency relationship between Company and Contractor. Contractor has no authority to bind Company
by contract or otherwise. Contractor
will perform Services under the general direction of Company, but Contractor
will determine, in Contractor’s sole discretion, the manner and means by which
Services are accomplished, subject to the requirement that Contractor will at
all times comply with applicable law.
3.2 Taxes and Employee Benefits.
Contractor will report to all applicable government agencies as income
all compensation received by Contractor pursuant to this Agreement. Contractor will be solely responsible for
payment of all withholding taxes, social security, workers’ compensation,
unemployment and disability insurance or similar items required by any
government agency. Contractor will not
be entitled to any benefits paid or made available by Company to its employees,
including, without limitation, any vacation or illness payments, or to
participate in any plans, arrangements or distributions made by Company
pertaining to any bonus, stock option, profit sharing, insurance or similar
benefits. Contractor will indemnify and
hold Company harmless from and against all damages, liabilities, losses,
penalties, fines, expenses and costs (including reasonable fees and expenses of
attorneys and other professionals) arising out of or relating to any obligation
imposed by law on Company to pay any withholding taxes, social security,
unemployment or disability insurance or similar items in connection with
compensation received by Contractor pursuant to this Agreement.
3.3 Liability Insurance. Contractor acknowledges that Company will
not carry any liability insurance on behalf of Contractor.
4. OWNERSHIP
4.1 Disclosure of Work Product. Contractor will, as an integral part of the
performance of Services, disclose in writing to Company all inventions,
products, designs, drawings, notes, documents, information, documentation,
improvements, works of authorship,
processes, techniques, know-how, algorithms, specifications, hardware,
circuits, computer programs, databases, user interfaces, encoding techniques,
and other materials of any kind that Contractor may make, conceive, develop or
reduce to practice, alone or jointly with others, in connection with performing
Services or that result from or that are related to such Services, whether or not they
are eligible for patent, copyright, mask work, trade secret, trademark or other
legal protection (collectively, “Work Product”). Contractor Work Product includes without
limitation any Deliverables that Contractor delivers to Company pursuant to
Section 1.3 of this Agreement.
4.2 Ownership of Contractor Work
Product. Contractor agrees that all Contractor Work
Product is and will be the sole and exclusive property of Company. Contractor hereby irrevocably transfers and
assigns to Company, and agrees to irrevocably transfer and assign to Company,
all right, title and interest in and to the Contractor Work Product, including
all worldwide patent rights (including patent applications and disclosures),
copyright rights, mask work rights, trade secret rights, know-how, and any and
all other intellectual property or proprietary rights (collectively, “Intellectual
Property Rights”) therein. At
Company’s request and expense, during and after the term of this Agreement, Contractor
will assist and cooperate with Company in all respects, and will execute
documents, and will take such further acts reasonably requested by Company to
enable Company to acquire, transfer, maintain, perfect and enforce its
Intellectual Property Rights and other legal protections for the Contractor
Work Product. Contractor hereby appoints
the officers of Company as Contractor’s attorney-in-fact to execute documents
on behalf of Contractor for this limited purpose.
4.3 Moral Rights. To the fullest extent permitted by
applicable law, Contractor also hereby irrevocably transfers and assigns to
Company, and agrees to irrevocably transfer and assign to Company, and waives
and agrees never to assert, any and all Moral Rights (as defined below) that Contractor
may have in or with respect to any Contractor Work Product, during and after
the term of this Agreement. “Moral
Rights” mean any rights to claim authorship of a work, to object to or
prevent the modification or destruction of a work, to withdraw from circulation
or control the publication or distribution of a work, and any similar right,
existing under judicial or statutory law of any country in the world, or under
any treaty, regardless of whether or not such right as called or generally
referred to as a “moral right.”
4.4 Related Rights. To the extent that Contractor owns or
controls (presently or in the future) any patent rights, copyright rights, mask
work rights, trade secret rights, or any other intellectual property or
proprietary rights that may block or interfere with, or may otherwise be required for, the exercise by Company of the rights
assigned to Company under this Agreement (collectively, “Related Rights”), Contractor
hereby grants or will cause to be granted to Company a non-exclusive, royalty-free,
irrevocable, perpetual, transferable, worldwide license (with the right to
sublicense) to make, have made, use, offer to sell, sell, import, copy, modify,
create derivative works based upon, distribute, sublicense, display, perform
and transmit any products, software, hardware, methods or materials of any kind
that are covered by such Related Rights, to the extent necessary to enable
Company to exercise all of the rights assigned to Company under this Agreement.
5. CONFIDENTIAL
INFORMATION
For purposes of this Agreement, “Confidential
Information” means and will include: (i) any information, materials or
knowledge regarding Company and its business, financial condition, products,
programming techniques, customers, suppliers, technology or research and
development that is disclosed to Contractor or to which Contractor has access
in connection with performing Services; (ii) the Contractor Work Product; and
(iii) the terms and conditions of this Agreement. Confidential Information will not include any
information that: (a) is or becomes part
of the public domain through no fault of Contractor; (b) was rightfully in Contractor’s
possession at the time of disclosure, without restriction as to use or
disclosure; or (c) Contractor rightfully receives from a third party who has
the right to disclose it and who provides it without restriction as to use or
disclosure. Contractor agrees to hold
all Confidential Information in strict confidence, not to use it in any way,
commercially or otherwise, except in performing Services, and not to disclose
it to others. Contractor further agrees
to take all actions reasonably necessary to protect the confidentiality of all
Confidential Information.
6. WARRANTIES
6.1 No Pre-existing Obligations. Contractor represents and warrants that Contractor
has no pre-existing obligations or commitments (and will not assume or
otherwise undertake any obligations or commitments) that would be in conflict
or inconsistent with or that would hinder Contractor’s performance of its obligations
under this Agreement.
6.2 Performance Standard. Contractor represents and warrants that
Services will be performed in a thorough and professional manner, consistent
with high professional and industry standards by individuals with the requisite
training, background, experience, technical knowledge and skills to perform
Services.
6.3 Non-Infringement.
Contractor represents and warrants that the Contractor Work Product will
not infringe, misappropriate or violate the rights of any third party,
including, without limitation, any Intellectual Property Rights or any rights
of privacy or rights of publicity, except to the extent any portion of the Contractor
Work Product is created, developed or supplied by Company or by a third party
on behalf of Company. Contractor will not incorporate any proprietary
information, inventions, intellectual property, or other third party material into
any work product prepared for the Company.
6.4 Non-Solicitation of Personnel.
During the term of this Agreement and for a period of one (1) year
thereafter, Contractor will not directly or indirectly solicit the services of
any Company employee or consultant for Contractor’s own benefit or for the
benefit of any other person or entity.
7. INDEMNITY
Contractor will defend, indemnify
and hold Company harmless from and against all claims, damages, liabilities,
losses, expenses and costs (including reasonable fees and expenses of attorneys
and other professionals) arising out of or resulting from any action by a third
party against Company that is based on a claim that any Services performed
under this Agreement, or the results of such Services (including any Contractor
Work Product), or Company’s use thereof, infringe, misappropriate or violate
such third party’s rights, any law or regulation.
8. TERM
AND TERMINATION
8.1 Term.
This Agreement will commence on the Effective Date and, unless
terminated earlier in accordance with the terms of this Agreement, will remain
in force and effect for as long as Contractor is performing Services pursuant to
a Statement of Work.
8.2 Termination for Breach.
Either Party may terminate this Agreement (including all Statements of
Work) if the other Party breaches any material term of this Agreement and fails
to cure such breach within thirty (30) days following written notice thereof
from the non-breaching Party.
8.3 Termination for Convenience. Company may terminate this
Agreement (including all Statements of Work) at any time, for any reason or no
reason, upon at least ten (10) days written notice to Contractor. Company may also terminate an individual
Statement of Work at any time, for any reason or no reason, upon at least ten
(10) days written notice to Contractor.
8.4 Effect of Termination. Upon the expiration or termination of this
Agreement for any reason: (i) Contractor will promptly deliver to Company all Contractor
Work Product, including all work in progress on any Contractor Work Product not
previously delivered to Company, if any; (ii) Contractor will promptly deliver
to Company all Confidential Information in Contractor’s possession or control;
and (iii) Company will pay Contractor any accrued but unpaid fees due and
payable to Contractor pursuant to Section 2.
8.5 Survival.
Any provision which by its nature is intended to survive termination of
this Agreement, shall survive termination or expiration of this Agreement.
9. LIMITATION
OF LIABILITY
IN
NO EVENT WILL COMPANY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE,
EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND IN CONNECTION WITH THIS
AGREEMENT, EVEN IF COMPANY HAS BEEN INFORMED IN ADVANCE OF THE POSSIBILITY OF
SUCH DAMAGES.
10. GENERAL
10.1
Assignment.
Contractor may not assign or transfer this Agreement, in whole or in
part, without Company’s express prior written consent. Any attempt to assign this Agreement, without
such consent, will be void. Subject to
the foregoing, this Agreement will bind and benefit the parties and their
respective successors and assigns.
10.2
No
Election of Remedies. Except as expressly set forth in this
Agreement, the exercise by Company of any of its remedies under this Agreement
will not be deemed an election of remedies and will be without prejudice to its
other remedies under this Agreement or available at law or in equity or
otherwise.
10.3
Equitable
Remedies. Because the Services are personal and unique
and because Contractor will have access to Confidential Information of Company,
Company will have the right to enforce this Agreement and any of its provisions
by injunction, specific performance or other equitable relief, without having
to post a bond or other consideration, in addition to all other remedies that
Company may have for a breach of this Agreement at law or otherwise.
10.4
Attorneys’
Fees. If any action is necessary to enforce the
terms of this Agreement, the substantially prevailing Party will be entitled to
reasonable attorneys’ fees, costs and expenses in addition to any other relief
to which such prevailing Party may be
entitled.
10.5
Governing
Law. This Agreement will be governed by and
construed in accordance with the laws of [___________], excluding its body of law
controlling conflict of laws. Any legal
action or proceeding arising under this Agreement will be brought exclusively
in the courts located in [___________],
and the parties irrevocably consent to the personal jurisdiction and venue
therein.
10.6
Severability. If any provision of this
Agreement is held invalid or unenforceable by a court of competent
jurisdiction, the remaining provisions of this Agreement will remain in full
force and effect, and the provision affected will be construed so as to be
enforceable to the maximum extent permissible by law.
10.7
Waiver.
The failure by either Party to
enforce any provision of this Agreement will not constitute a waiver of future
enforcement of that or any other provision.
10.8
Notices.
Any notice, consent, approval or other communication under any provision
of this Agreement must be in writing to be effective, and is effective when
delivered by any means, including fax transmission or e-mail, to the following
respective addresses:
(a) if to Company:
[Address]
[E-mail]
(b) if to Contractor:
[Address]
[E-mail]
Either Party may change its
address information by giving notice to the other Party in the above manner.
10.9
Entire
Agreement. This Agreement, together with all Statements
of Work, constitutes the complete and exclusive understanding and agreement of
the parties with respect to its subject matter and supersedes all prior
understandings and agreements, whether written or oral, with respect to its
subject matter. No term of any Statement
of Work will be deemed to amend the terms of this Agreement unless the
Statement of Work references a specific provision in this Agreement and
provides that the Statement of Work is amending only that specific provision of
this Agreement and only with respect to Services performed pursuant to such
Statement of Work. Any waiver,
modification or amendment of any provision of this Agreement will be effective
only if in writing and signed by the parties hereto.
10.10 Counterparts. This Agreement may be executed in
counterparts, each of which will be deemed an original, but all of which
together will constitute one and the same instrument. In case of any
conflict, discrepancy, inconsistency or ambiguity between the English text
version of this Agreement and any foreign language translation, the English
version shall prevail.
IN
WITNESS WHEREOF, the Parties have executed this agreement as of the Effective
Date.
COMPANY:
By:
_______________________________
Name/Title:
_________________________
Date:______________________________
|
CONTRACTOR:
By:
_________________________________
Name/Title:
___________________________
Date:
_________________________________
|
EXHIBIT A
STATEMENT OF WORK
This Statement of Work Number
____ is issued under and subject to all of the terms and conditions of the Independent
Contractor Agreement dated as of _________, 2015, between ___[your company
name]_____ (the “Company”) and _____[Contractor’s name]__________(“Contractor”).
- Description
of Services
- Payment
Terms
Hourly Rate: $______________________
Maximum Number of Hours: _______________________
Maximum Fee:
$_________________________________
Start Date:
______________________________________
Required Completion Date:
________________________
- Other
Terms
AGREED
AS OF ____________________, 2015
COMPANY:
By:
_____________________________
Name/Title:
_______________________
Date:____________________________
|
CONTRACTOR:
By:
_______________________________
Name/Title:
_________________________
Date:
________________________________
|
