Independent contractor agreement
This Independent Contractor Agreement (the “Agreement”) is made as of [Effective date] between:
[Client legal name], with its principal office at [Client address] (the “Client”); and
[Contractor legal name], [an individual / a corporation / a limited liability company], with its principal place of business at [Contractor address], business number or tax ID [Contractor business number or tax ID] (the “Contractor”).
Background
The Client wishes to engage the Contractor to provide the services described below, and the Contractor carries on an independent business providing those services and wishes to provide them to the Client on the terms of this Agreement.
1. Services
The Contractor will provide the following services: [Description of services] (the “Services”), together with the deliverables described in any statement of work the parties sign that refers to this Agreement (each a “Statement of Work”). If a Statement of Work conflicts with this Agreement, this Agreement applies unless the Statement of Work expressly says otherwise.
The Contractor will perform the Services in a professional and workmanlike manner, using appropriately skilled people, and in compliance with all applicable laws.
2. Term
This Agreement starts on the Effective Date and continues until [End date], or until the Services are complete, unless ended earlier under section 12. The parties may extend it by written agreement.
3. Fees and invoicing
The Client will pay the Contractor [Fee amount] [Currency] [per hour / per day / as a fixed fee / per milestone as set out in the Statement of Work] (the “Fees”).
The Contractor will invoice the Client [monthly / on completion of each milestone], with enough detail to show the Services performed, hours worked where relevant, and applicable taxes. The Client will pay undisputed amounts within [30] days of receiving a correct invoice.
If the Client disputes an invoice in good faith, it will notify the Contractor within 15 days with reasons, pay the undisputed part, and work with the Contractor to resolve the dispute promptly.
4. Expenses
The Client will reimburse reasonable out-of-pocket expenses only if they were approved in writing in advance and are supported by receipts. All other costs of performing the Services are the Contractor's responsibility.
5. Taxes
The Contractor is responsible for all income taxes, social contributions and business registrations that apply to it, and for charging and remitting sales taxes such as GST/HST, QST or US state sales tax where required. In Canada, the Client will not withhold income tax, Canada Pension Plan or Employment Insurance contributions unless required by law. In the United States, the Contractor will provide a Form W-9 or W-8, as applicable, and the Client may issue a Form 1099.
If a tax authority decides that the Client should have withheld or paid any amount for the Contractor, the Contractor will reimburse the Client for that amount, except penalties and interest caused by the Client's own failure.
6. Independent contractor status
The Contractor is an independent contractor, not an employee, partner, agent or joint venturer of the Client. The Contractor decides how, when and where to perform the Services, subject only to meeting agreed deadlines, specifications and reasonable site rules, and provides its own tools and equipment unless otherwise agreed.
The Contractor has no authority to bind the Client. The Contractor and its personnel are not entitled to any employee benefits, vacation, or other employment entitlements from the Client. The Contractor is free to provide services to others during the term, as long as it does not breach sections 8 and 9.
7. Personnel and subcontractors
The Contractor may use its own employees or subcontractors only with the Client's prior written consent. The Contractor remains responsible for their work and for ensuring they are bound by obligations at least as protective as those in this Agreement, including assignment of intellectual property to the Contractor so that it can be assigned to the Client.
8. Confidentiality
“Confidential Information” means non-public information that the Client discloses to the Contractor, or that the Contractor learns in providing the Services, including business, technical, financial, customer and personal information. It does not include information that is or becomes public through no fault of the Contractor, was lawfully known to the Contractor before disclosure, or is independently developed without using the Client's information.
The Contractor will use Confidential Information only to perform the Services, protect it with at least reasonable care, and not disclose it except to its personnel who need to know it and are bound by similar duties, or as required by law after giving the Client prompt notice where permitted. These obligations continue for [3] years after this Agreement ends, and for trade secrets and personal information for as long as they remain protected by law.
If the Contractor handles personal information on the Client's behalf, it will do so only on the Client's instructions, protect it with appropriate safeguards, and notify the Client without undue delay of any unauthorized access.
9. Intellectual property
Deliverables. All deliverables and other work product created by the Contractor for the Client under this Agreement (the “Deliverables”), and all intellectual property rights in them, will belong to the Client on full payment of the Fees for them. The Contractor assigns those rights to the Client effective on payment, and waives in favour of the Client any moral rights in the Deliverables, to the extent permitted by law.
Pre-existing materials. The Contractor keeps ownership of tools, know-how, code libraries and materials it owned before this Agreement or develops independently of it (the “Contractor Materials”). If Contractor Materials are included in a Deliverable, the Contractor grants the Client a non-exclusive, perpetual, royalty-free, worldwide licence to use, copy and modify them as part of that Deliverable.
Third-party materials. The Contractor will not include open-source or third-party materials in a Deliverable in a way that would require the Client to disclose its own code or pay third-party fees, unless the Client approves in writing.
10. Warranties
The Contractor warrants that: it has the right to enter into this Agreement; the Services will be performed with reasonable skill and care in line with industry standards; and, to its knowledge, the Deliverables will not infringe anyone else's intellectual property rights. If a Deliverable does not meet the agreed specifications and the Client notifies the Contractor within [30] days of delivery, the Contractor will correct it at no extra charge.
11. Insurance, indemnity and liability
Insurance. The Contractor will maintain, at its cost, [commercial general liability and professional liability (errors and omissions)] insurance with limits of at least [Amount] per claim, and workers' compensation coverage where required by law, and will provide certificates on request.
Indemnity. Each party will defend and indemnify the other against third-party claims to the extent caused by its gross negligence, wilful misconduct or breach of law. The Contractor will also indemnify the Client against third-party claims that a Deliverable infringes intellectual property rights, except to the extent caused by Client materials or changes.
Limitation of liability. Except for breach of section 8, the indemnities in this section, and liability for fraud, gross negligence or wilful misconduct, neither party is liable for indirect, consequential or lost-profit damages, and each party's total liability under this Agreement is limited to the total Fees paid and payable in the [12] months before the claim arose.
12. Termination
Either party may end this Agreement for convenience by giving [14] days' written notice. Either party may end it immediately by written notice if the other materially breaches it and does not fix the breach within 10 days after receiving notice, or becomes insolvent.
On termination, the Client will pay for Services properly performed up to the termination date, and the Contractor will deliver all completed and in-progress Deliverables and return or destroy the Client's Confidential Information. Sections 5, 8, 9, 11 and 13 onward survive termination.
13. Non-solicitation
During the term and for [6] months afterwards, neither party will solicit for employment any employee of the other with whom it worked directly on the Services, except through general advertisements not targeted at those people.
14. Governing law and disputes
This Agreement is governed by the laws of [Province or state] and the federal laws of [Country] that apply there, without regard to conflict-of-laws rules that would apply the law of another place.
If a dispute arises, the parties will first try in good faith to resolve it by discussion between people with authority to settle it, for at least 30 days after one of them gives written notice describing the dispute. If the dispute is not resolved in that time, either of them may start proceedings in the courts located in [City, Province or state], and each submits to the non-exclusive jurisdiction of those courts.
Nothing in this section prevents anyone from seeking urgent injunctive or other interim relief from any court with jurisdiction to protect confidential information, intellectual property or property, or to prevent irreparable harm.
15. Notices
Any notice under this Agreement must be in writing and delivered by hand, by courier, by registered mail, or by email to the address shown in the signature block or another address given by notice.
A notice is received: when delivered, if delivered by hand or courier on a business day before 5:00 PM local time at the place of receipt, and otherwise on the next business day; on the fifth business day after mailing, if sent by registered mail; and when sent, if sent by email before 5:00 PM local time of the recipient on a business day with no automated message that it was not delivered, and otherwise on the next business day.
Routine operational communications may be sent by any reasonable means, but a notice of breach, termination or a claim must also be sent by a method listed above.
16. Entire agreement and general terms
Entire agreement. This Agreement, including any schedules and documents it expressly refers to, is the entire agreement about its subject matter and replaces all earlier discussions, proposals and agreements about that subject matter, whether written or oral.
Amendments and waivers. A change to this Agreement is effective only if it is in writing and signed by each party. A failure or delay in enforcing a right is not a waiver of it, and a waiver of one breach is not a waiver of any other breach.
Assignment. No party may assign this Agreement without the prior written consent of the others, which will not be unreasonably withheld, except that an organization may assign it without consent to a successor to all or substantially all of its relevant business or assets by giving written notice. This Agreement binds and benefits the parties and their permitted successors and assigns.
Severability. If any provision is found invalid or unenforceable, it will be limited or removed to the minimum extent necessary, and the rest of this Agreement stays in full force.
Interpretation. Headings are for convenience only. The words “including” and “includes” mean “including without limitation”. Amounts are in [Currency] unless stated otherwise. A reference to a law includes any amendment or replacement of it.
Language. The parties have expressly required that this Agreement and all related documents be drawn up in English. Les parties ont expressément exigé que la présente entente et tous les documents connexes soient rédigés en anglais.
17. Counterparts and electronic signatures
This Agreement may be signed in any number of counterparts, each of which is an original and all of which together form one document.
The parties agree that this Agreement may be signed and delivered electronically, including through an electronic signature service such as eSora Sign. An electronic signature, and a signed copy delivered by email or as a PDF, has the same legal effect as a handwritten signature on a paper original, to the extent permitted by applicable law, including the U.S. Electronic Signatures in Global and National Commerce Act (ESIGN) and the Uniform Electronic Transactions Act (UETA) as adopted in the relevant state, Part 2 of the Personal Information Protection and Electronic Documents Act (PIPEDA), and provincial electronic commerce legislation in Canada.
Each party consents to receive this Agreement and related notices electronically, and agrees that the electronic record of the signing process, including any certificate of completion and audit trail, may be used as evidence that this Agreement was signed and of when it was signed.
Signatures
By signing below, each signer confirms that they have read and agree to this Agreement and, where they sign for an organization, that they are authorized to bind it.
CLIENT
Organization: [Legal name of organization]
Name: ______________________________
Title: ______________________________
Signature: ______________________________
Date: ______________________________
Email for notices: ______________________________
CONTRACTOR
Organization: [Legal name of organization]
Name: ______________________________
Title: ______________________________
Signature: ______________________________
Date: ______________________________
Email for notices: ______________________________