Free Independent Contractor Agreement Template

INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), BETWEEN: [Company Name], with a principal place of business at [Company Address] (the "Company"); AND [Contractor Name], with a principal place of business at [Contractor Address] (the "Contractor"). The Company and the Contractor may be referred to individually as a "Party" and collectively as the "Parties." 1. SCOPE OF WORK AND DELIVERABLES The Contractor will perform: [Scope of Work], delivering [Deliverables] by [Delivery Deadlines]. Changes require written change order. 2. PAYMENT TERMS AND SCHEDULE Compensation: [Payment Amount and Schedule]. The Contractor invoices the Company; payment due within [Invoice Due Days] days. The Contractor is responsible for all taxes and benefits. 3. INDEPENDENT CONTRACTOR STATUS The Contractor is an independent contractor, not an employee. The Contractor controls method and means of work, may work for others, and provides own tools unless otherwise specified. The Contractor will provide tax documentation (e.g., W-9) and ID [Contractor Tax ID]. 4. INTELLECTUAL PROPERTY OWNERSHIP Work product is assigned per [IP Assignment Terms]. Pre-existing IP remains with the Contractor with a license to the Company as needed. 5. CONFIDENTIALITY AND NON-DISCLOSURE The Contractor will protect Company confidential information indefinitely for trade secrets and for [Confidentiality Period] for other confidential information. 6. TERMINATION CONDITIONS Either Party may terminate on [Termination Notice Period] days' notice or immediately for material breach. Upon termination, Contractor delivers completed work and returns Company materials. 7. INDEMNIFICATION AND LIABILITY Each Party indemnifies the other against third-party claims arising from its breach or negligence. Liability cap: [Liability Cap Amount], except for IP infringement, confidentiality breach, or willful misconduct. 8. DISPUTE RESOLUTION Disputes will be resolved through [Dispute Resolution Method] in [Governing Law / Jurisdiction]. The prevailing Party may recover reasonable attorneys' fees if permitted by law. 9. GOVERNING LAW This Agreement is governed by the laws of [Governing Law / Jurisdiction], without regard to conflict-of-law principles. The courts located in [Governing Law / Jurisdiction] will have exclusive jurisdiction over disputes arising out of or relating to this Agreement, unless the Parties agree in writing to mediation before litigation. 10. GENERAL (a) Entire Agreement. This Agreement constitutes the entire agreement between the Parties concerning its subject matter and supersedes prior or contemporaneous agreements on that subject. (b) Amendments. Modifications must be in writing and signed by both Parties. (c) Severability. If any provision is held unenforceable, the remaining provisions remain in effect. (d) Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except to a successor in connection with a merger, acquisition, or sale of substantially all assets. (e) Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, including electronic signatures, each of which will be deemed an original. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. COMPANY Name: [Company Name] Signature: _______________________________ Name of Signatory: _______________________ Title: ___________________________________ Date: ____________________________________ CONTRACTOR Name: [Contractor Name] Signature: _______________________________ Name of Signatory: _______________________ Title: ___________________________________ Date: ____________________________________