Independent Contractor Agreement
This Independent Contractor Agreement is made between [Client name] (the "Client") and [Contractor name] (the "Contractor") as of the date of the last signature below.
1. Services
The Contractor will provide the following services: [describe the services and any deliverables] (the "Services"). The Contractor decides how, when and where the Services are performed, subject to any deadlines agreed in writing.
2. Term
This Agreement starts on [start date] and continues until [the Services are complete / end date], unless ended earlier under section 8.
3. Fees and payment
The Client will pay the Contractor [amount, rate or schedule]. The Contractor will invoice [monthly / on completion / per milestone] and the Client will pay each undisputed invoice within [15] days. The Client will reimburse expenses only if approved in writing beforehand.
4. Independent contractor
The Contractor is an independent contractor, not an employee, partner or agent of the Client. The Contractor is responsible for its own taxes, insurance, tools and workers, and is not entitled to employee benefits. Neither party may bind the other.
5. Ownership of work
On full payment, the Contractor assigns to the Client all rights in the deliverables created specifically for the Client under this Agreement. The Contractor keeps its pre-existing materials, tools and know-how, and grants the Client a perpetual, non-exclusive licence to use any of them that are included in the deliverables.
6. Confidentiality
Each party will keep the other's non-public information confidential, use it only to perform this Agreement, and return or destroy it on request. This duty continues for [three years] after this Agreement ends.
7. Warranties and liability
The Contractor will perform the Services with reasonable skill and care and in line with applicable law. Except for breaches of confidentiality or wilful misconduct, each party's total liability under this Agreement is limited to the fees paid or payable under it, and neither party is liable for indirect or consequential loss.
8. Ending this Agreement
Either party may end this Agreement by giving [14] days' written notice, or immediately if the other party materially breaches it and does not fix the breach within [7] days of notice. The Client will pay for Services properly performed up to the end date.
9. General
This Agreement is governed by the laws of [state]. It is the entire agreement between the parties on its subject and may be changed only in writing signed by both. It may be signed electronically and in counterparts.