INDEPENDENT CONTRACTOR AGREEMENT
THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is made and entered into as of _____________, ____, ________.
THE CLIENT:
_________
of _________
(the "Client")
THE CONTRACTOR:
_________
of _________
(the "Contractor")
PURPOSE OF HIRING THE CONTRACTOR
A. The Client has engaged the Service Provider or Contractor because said Contractor possesses special skills and qualifications, as well as knowledge and experience, necessary to provide services that are of value to the Client.
B. The Contractor has agreed to be engaged as an Independent Contractor to provide the Client the services set forth, in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, AND IN CONSIDERATION OF the premises and mutual promises described above, as well as the covenants and agreements herein set forth, the Client and the Independent Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:
1. The Client hereby engages the services of the Independent Contractor, and the Independent Contractor agrees to provide to the Client the services described further herein (the "Services"):
2. The Services shall also include any other tasks agreed to by the Parties, under the terms and conditions of this Agreement.
***The Independent Contractor agrees to provide such Services to the Client. The Client agrees to not control the manner or means by which the Independent Contractor performs the Services, including the time and place the Independent Contractor performs the services.
3. The term of this Agreement (the "Term") shall be valid from the date of this Agreement and shall remain in full force and effect until all Services are provided, unless terminated earlier, or unless extended by mutual agreement expressed in writing signed by both parties prior to the expiration of the term, as provided herein.
4. The Parties agree to do their best efforts to satisfy the performance of the terms of this Agreement.
5. During the Term, the Client shall pay the Independent Contractor for services as follows: a flat fee of £_________ (the "Payment").
6. The Independent Contractor shall submit an invoice to the Client when all services have been completed.
7. Payments for invoice amounts submitted to the Client by the Independent Contractor shall be due within 30 days of receipt of the invoice from the Independent Contractor.
8. Provided that the Client terminates the Agreement before all services are completed by the Independent Contractor and the latter has provided partial services under the Agreement, then such Independent Contractor shall be entitled to payment for the amounts earned for services given prior to the effective date of the termination of the Agreement. However, the Independent Contractor shall be entitled to such payment if and only if the Independent Contractor has not breached the Agreement.
9. All income tax liabilities and National Insurance or other contributions related to the Payment will be the responsibility of the Contractor. Furthermore, the Contractor shall indemnify the Client for any payments required by the Client.
10. The Independent Contractor shall be responsible for paying all ordinary and necessary expenses incurred in connection with the provision of the services, and shall not be reimbursed for any of these expenses.
11. Trade secrets (the "Trade Secrets") is defined as information, including any kind of formula or compound, pattern or test results, compilation, program, device, method, technique or process, tool or mechanism that: 1) Derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by other persons, other than the Client that owns it, who can obtain economic value from its disclosure or use; and, 2) Is the subject of efforts that are reasonable under the circumstances to maintain its secrecy in order to protect the Client from being caused economical harm.
12. The Independent Contractor agrees that he or she will not disclose, divulge, reveal, report or use, for any purpose, any Trade Secrets which the Independent Contractor has obtained, unless as otherwise authorised by the Client, agreed by the Parties or as required by law.
OWNERSHIP OF INTELLECTUAL PROPERTY
13. The Client will exclusively own all the Intellectual Property and its associated materials developed or produced under this Agreement, including any Trade secrets, moral rights, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design, and trade name. The Client will have unrestricted use of the Intellectual Property without any limitations.
14. The Client shall own all the Independent Contractor work product or deliverables in this Agreement; all ideas, inventions, concepts, know-how, development tools, techniques, and any other proprietary material or information that may be developed by the Independent Contractor in connection with performance of the services, and all related patent rights, copyrights, and other intellectual property rights, and which the Independent Contractor shall not use for any purpose, unless as authorised in this Agreement by the Client. The Independent Contractor shall be responsible for any and all damages resulting from the unauthorised use of the Client's Intellectual Property.
15. Upon the written request of the Client, the Independent Contractor shall return all documents and other tangible objects, which in any way relate to the Client's Confidential Information, or any other type of documents representing Confidential Information and all copies thereof which are in the possession of the Independent Contractor shall be and remain the property of the Client. Upon termination of this Agreement, any property, documentation, records, or confidential information which is the property of the Client shall be promptly returned to said party upon its request. In no event shall the Independent Contractor have the right to use or exploit the Client's property for any purpose after its return.
CAPACITY/INDEPENDENT CONTRACTOR
16. The Client and the Independent Contractor each expressly agree that they are creating an independent contractor relationship and that the Parties understand that in providing the services under this Agreement, nothing can be understood and construed as creating an employer-employee relationship. Further, the Contractor and the Client acknowledge that this Agreement is solely a contract for service and does not establish any partnership or joint venture between them.
17. Unless otherwise stated in this Agreement, the Contractor shall have the authority to subcontract a third party any obligation under this Agreement.
18. If the Contractor were to hire a third party to carry out any of the obligations arising under this Agreement, such Contractor shall pay said third party directly, who shall be considered an agent of the Contractor. However, the Client is still responsible for paying the Contractor for the services herein rendered.
19. Unless otherwise stated in this Agreement, the Contractor shall decide and have control over the decisions and methods undertaken to provide the Services under this Agreement. The Client shall not direct, under any circumstance, the Contractor, who shall work independently of the Client. This notwithstanding, the Client shall bind the Contractor to respond to its reasonable needs and concerns.
20. Unless otherwise stated in this Agreement, the Contractor shall provide, at its own expense, every piece of equipment, other items, or parts necessary to deliver the Services under this Agreement.
21. All notices and other communications required or permitted under this Agreement shall be in writing and shall be deemed given by first class U.S. Mail, registered or certified, return receipt requested, postage pre-paid and delivered to the Parties at the following addresses:
or to any other address that the Parties may use to notify each other.
22. The Parties shall indemnify, defend and hold harmless each other and its respective subsidiaries, affiliates, officers, employees, contractors, and agents, even beyond the termination of this Agreement, from and against all claims and losses (including costs of defence and reasonable attorney's fees) of any nature arising out of, resulting from, or relating to, the Independent Contractor's provision of services or violation of the terms of this Agreement. This indemnification will survive the termination of this Agreement.
MODIFICATION OF AGREEMENT
23. This Agreement cannot be modified, or any performance or condition waived, in whole or in part, except by a written document signed by the Party or an authorised representation of said Party against whom enforcement of the modification or waiver is sought.
24. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
ASSIGNMENT AND SUBCONTRACTORS
25. The Independent Contractor shall not assign, sell, transfer, delegate, or otherwise dispose of any Independent Contractor rights or material duties or obligations under this Agreement without the express written consent of the Client. Any purported assignment, transfer, or delegation without the consent of the Client shall be void.
Furthermore, all services must be performed by the Independent Contractor and the Independent Contractor shall not use, voluntarily or by operation of law, any subcontractors to perform any duties or responsibilities under this Agreement, except with the written consent of the Client.
26. This Agreement, including all attachments, contains the entire agreement between the parties with respect to the subject matter of this Agreement and supersedes and replaces any prior agreement, written or oral, that may otherwise apply. Any statement, representations, and/or understanding not set in this Agreement, including the printed terms of any invoice or other document, such as warranties, collateral agreement or condition affecting this Agreement, shall have no force or effect over this Agreement.
27. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators, and permitted successors and assigns.
28. The validity and effect of this Agreement shall be governed by and construed and enforced in accordance with the laws of England.
29. Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be valid and effective under applicable law. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, it shall be deemed separable from, and shall in no way affect the validity or enforceability of, the remaining provision of this Agreement, and the rights and obligations of the parties shall be enforced.
30. No waiver by either Party of any default or breach of the provisions of this Agreement shall in any way prejudice the complying Party or be construed as a waiver with respect to any subsequent default or breach by the other Party.
IN WITNESS WHEREOF, the Parties have hereunto signed their names under hand and seal on this ________ day of ________________, ________.
_____________________________ _________ Date: _________________________ | |
_____________________________ _________ Date: _________________________ | |