(Free Template) Independent Contractor Agreement (Pro-Company)

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:

1.1  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.

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.

3.1  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.

4.1  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.

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.

6.1  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.

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.

8.1  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.

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.

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”).

Hourly Rate:   $______________________

Maximum Number of Hours: _______________________

Maximum Fee: $_________________________________

Start Date: ______________________________________

Required Completion Date: ________________________

AGREED AS OF  ____________________, 2015