Independent Contractor Agreement (the "Agreement") is made and entered between
___________, an independent contractor hereafter referred to as "Contractor",
and _________________, hereafter referred to as "Company".
consideration of the covenants and conditions hereinafter set forth, Company
and Contractor agree as follows:
Contractor shall perform the following services for the Company (the
Contractor shall report to ______________________________. Contractor shall
provide a weekly written report to the Company on his progress on assignments.
Agreement shall commence on __________, 199__ and shall expire on __________,
19__. Contractor agrees to perform services for the Work to Company on or
before the expiration of the term set forth above. The Company may terminate
the use of Contractor's services at any time without cause and without further
obligation to Contractor except for payment due for services prior to date of
such termination. Termination of this Agreement or termination of services
shall not affect the provisions under Sections 5-11, hereof, which shall
survive any termination.
Contractor will be paid for Work performed under this Agreement as follows:
Contractor will submit an invoice for the Work on
___________________________. Invoices shall be paid by the Company within 15
business days of receipt.
5. CONFIDENTIALITY AND OWNERSHIP
Contractor recognizes and acknowledges that the Company
possesses certain confidential information that constitutes a valuable,
special, and unique asset. As used herein, the term "confidential information"
includes all information and materials belonging to, used by, or in the
possession of the Company relating to its products, processes, services,
technology, inventions, patents, ideas, contracts, financial information,
developments, business strategies, pricing, current and prospective customers,
marketing plans, and trade secrets of every kind and character, but shall not
include (a) information that was already within the public domain at the time
the information is acquired by Contractor, or (b) information that
subsequently becomes public through no act or omission of the Contractor.
Contractor agrees that all of the confidential information is and shall
continue to be the exclusive property of the Company, whether or not prepared
in whole or in part by Contractor and whether or not disclosed to or entrusted
to Contractor's custody. Contractor agrees that Contractor shall not, at any
time following the execution of this Agreement, use or disclose in any manner
any confidential information of the Company.
To the extent any inventions, technologies, reports, memoranda,
studies, writings, articles, plans, designs, specifications, exhibits,
software code, or other materials prepared by Contractor in the performance of
services under this Agreement include material subject to copyright protection,
such materials have been specially commissioned by the Company and they shall
be deemed "work for hire" as such term is defined under U.S. copyright law.
To the extent any such materials do not qualify as "work for hire" under
applicable law, and to the extent they include material subject to copyright,
patent, trade secret, or other proprietary rights protection, Contractor
hereby irrevocably and exclusively assigns to the Company, its successors, and
assigns, all right, title, and interest in and to all such materials. To the
extent any of Contractor rights in the same, including without limitation any
moral rights, are not subject to assignment hereunder, Contractor hereby
irrevocably and unconditionally waives all enforcement of such rights.
Contractor shall execute and deliver such instruments and take such other
actions as may be required to carry out and confirm the assignments
contemplated by this paragraph and the remainder of this Agreement. All
documents, magnetically or optically encoded media, and other tangible
materials created by Contractor as part of its services under this Agreement
shall be owned by the Company.
6. RETURN OF MATERIALS
Contractor agrees that upon termination of this Agreement, Contractor will
return to the Company all drawings, blueprints, notes, memoranda,
specifications, designs, writings, software, devices, documents and any other
material containing or disclosing any confidential or proprietary information
of the Company. Contractor will not retain any such materials.
Contractor warrants that:
Contractor's agreement to perform the Work pursuant to this
Agreement does not violate any agreement or obligation between Contractor and
a third party; and
The Work as delivered to the Company will not infringe any
copyright, patent, trade secret, or other proprietary right held by any third
The services provided by Contractor shall be performed in a
professional manner, and shall be of a high grade, nature, and quality. The
services shall be performed in a timely manner and shall meet deadlines agreed
between Contractor and the Company.
Contractor agrees to indemnify, defend, and hold the Company and its
successors, officers, directors, agents and employees harmless from any and
all actions, causes of action, claims, demands, cost, liabilities, expenses
and damages (including attorneys' fees) arising out of, or in connection with
any breach of this Agreement by Contractor.
9. RELATIONSHIP OF PARTIES
Contractor is an independent contractor of the Company. Nothing in this
Agreement shall be construed as creating an employer-employee relationship, as
a guarantee of future employment or engagement, or as a limitation upon the
Company' sole discretion to terminate this Agreement at any time without
cause. Contractor further agrees to be responsible for all of Contractor's
federal and state taxes, withholding, social security, insurance, and other
benefits. Contractor shall provide the Company with satisfactory proof of
independent contractor status.
10. OTHER ACTIVITIES
Contractor is free to engage in other independent contracting activities,
provided that Contractor does not engage in any such activities which are
inconsistent with or in conflict with any provisions hereof, or that so occupy
Contractor's attention as to interfere with the proper and efficient
performance of Contractor's services thereunder. Contractor agrees not to
induce or attempt to influence, directly or indirectly, any employee at the
Company to terminate his/her employment and work for Contractor or any other
Should either party hereto, or any heir, personal representative, successor or
assign of either party hereto, resort to legal proceedings in connection with
this Agreement or Contractor's relationship with the Company, the party or
parties prevailing in such legal proceedings shall be entitled, in addition to
such other relief as may be granted, to recover its or their reasonable
attorneys' fees and costs in such legal proceedings from the non-prevailing
party or parties.
This Agreement shall be governed by and construed in accordance with the laws
of the State of _____________ without regard to conflict of law principles.
This Agreement, contains the entire agreement and understanding between the
parties hereto and supersedes any prior or contemporaneous written or oral
agreements, representations and warranties between them respecting the subject
This Agreement may be amended only by a writing signed by Contractor and by a
duly authorized representative of the Company.
If any term, provision, covenant or condition of this Agreement, or the
application thereof to any person, place or circumstance, shall be held to be
invalid, unenforceable or void, the remainder of this Agreement and such term,
provision, covenant or condition as applied to other persons, places and
circumstances shall remain in full force and effect.
The headings and captions of this Agreement are provided for convenience only
and are intended to have no effect in construing or interpreting this
Agreement. The language in all parts of this Agreement shall be in all cases
construed according to its fair meaning and not strictly for or against either
The rights and remedies provided by this Agreement are cumulative, and the
exercise of any right or remedy by either party hereto (or by its successor),
whether pursuant to this Agreement, to any other agreement, or to law, shall
not preclude or waive its right to exercise any or all other rights and
No failure or neglect of either party hereto in any instance to exercise any
right, power or privilege hereunder or under law shall constitute a waiver of
any other right, power or privilege or of the same right, power or privilege
in any other instance. All waivers by either party hereto must be contained
in a written instrument signed by the party to be charged and, in the case of
the Company, by an officer of the Company or other person duly authorized by
Remedy for Breach.
The parties hereto agree that, in the event of breach or threatened breach of
any covenants of Contractor, the damage or imminent damage to the value and
the goodwill of the Company's business shall be inestimable, and that
therefore any remedy at law or in damages shall be inadequate. Accordingly,
the parties hereto agree that the Company shall be entitled to injunctive
relief against Contractor in the event of any breach or threatened breach of
any of such provisions by Contractor, in addition to any other relief (including
damages) available to the Company under this Agreement or under law.
Any notice, request, consent or approval required or permitted to be given
under this Agreement or pursuant to law shall be sufficient if in writing, and
if and when sent by certified or registered mail, with postage prepaid, to
Contractor's residence (as noted below), or to the Company's principal office,
as the case may be.
Contractor shall, during and after termination of services rendered, upon
reasonable notice, furnish such information and proper assistance to the
Company as may reasonably be required by the Company in connection with work
performed by Contractor; provided, however, that such assistance following
termination shall be furnished at the same level of compensation as provided
in Section 2.
Any controversy, claim or dispute arising out of or relating to this Agreement
or the relationship, either during the existence of the relationship or
afterwards, between the parties hereto, their assignees, their affiliates,
their attorneys, or agents, shall be litigated solely in state or federal
court in _____________, ________________. Each party (1) submits to the
jurisdiction of such court, (2) waives the defense of an inconvenient forum,
(3) agrees that valid consent to service may be made by mailing or delivery of
such service to the __________ Secretary of State (the "Agent") or to the
party at the party's last known address, if personal service delivery can not
be easily effected, and (4) authorizes and directs the Agent to accept such
service in the event that personal service delivery can not easily be
effected. EACH PARTY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW,
HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AS TO ANY ISSUE RELATING
HERETO IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR ANY OTHER MATTER INVOLVING THE PARTIES HERETO.
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