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Independent Contractor Agreement

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Independent Contractor

Agreement
I. Parties
The Contractor and the Client, defined below, and sometimes referred to in this document as
“Parties”, intend to enter into this legally binding Painting Contract, hereafter sometimes
referred to as “Agreement”, on this ________ day of __________________, 20 ____, sometimes
referred to in this document as “Effective Date.”

The party consisting of ________________________________________________[company name],


with principal place of business _____________________________, with representative or officer
________________________, with phone number ____________________ and email address or
other contact information:
_________________________________________________________________________________

Shall be known within this Agreement as “Client,” and is the party issuing liquid and other
considerations in exchange for promises made by the other Party.

***

The party consisting of ________________________________________________[full name], with


address of residence _____________________________, with phone number
____________________ and email address or other contact information:
______________________________________________________________________

Shall be known within this Agreement as “Contractor,” and is the party issuing covenants,
promises, and performing or causing to be performed acts, beneficial to the other Party in
exchange for liquid and other considerations.

II. Premises
The primary location where the acts of work are to be performed is _________________________

________________________________________________________________________[full address],

hereafter sometimes referred to as the “Premises”.

And the description of specific sub-locations, including but not limited to: buildings, walls,
fixtures, floors, or rooms included or excluded, or specific areas which warrant further

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description in order to further refine the defined premises with regards to the scope of this
agreement, is as follows: ______________________________________________________________

_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________
_____________________________________________________________________________________

Security Access to the Premises is provided via the following protocol and procedure:

_____________________________________________________________________________________

And the Schedule of Allowed Access of the Contractor to the Premises is:

_____________________________________________________________________________________

____________________________________________________________________________________.

III. Entire Agreement


This Agreement is the entire Agreement as of the Effective Date, between Parties, and
supersedes and replaces any prior agreements, representations, and or warranties, express or
implied, written, or oral, and such other agreements are voided, with the exception of the
attached addendums listed below:

_____________________________________________________________________________________

_____________________________________________________________________________________

____________________________________________________________________________________.

IV. Term
The Contract will be effective starting on this “Effective Date” of the _________ th/rd of
____________, 20 ___, and continue its effect until the “Expiration Date” of the

_________ th/rd of ____________, 20 ___, or if stricken out, the effect will remain in perpetuity,
until nullified by a separate binding act of nullification.

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V. Fee
A Fee shall be paid from the Client to the Contractor, contingent upon and subject to the terms
and conditions set forth in this agreement. The amount of the fee defined below is the entire fee,
and the entire amount of consideration defined, exchanged by covenants, and promises defined
in this Agreement.

[ ] FLAT FEE. If checked, The Fee is a flat fee with the total
amount_________________________________________.

[ ] FORMULA FEE. The Fee is calculated using the following formula:

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________
____________, with the total amount:
______________________________________________________________________________.

VI. Costs
[ ] COSTS EXCLUDED FROM FEE. Additional costs, including but not limited to: Shipping
and postage, copy and shredding, transcription, notary services, translation services, filing fees,
travel expenses, phone bills, courier fees, database access fees, software license fees, or other
“out-of-pocket” expenses will be billed to the Client separately. Client Agrees to pay these fees
subject to the following terms: ___________________________________________.

[ ] COSTS INCLUDED IN FEE. All Out-of-Pocket expenses not listed in the Fee Formula, but
required to accomplish the Services, will not be charged to the Client, and Contractor agrees to
pay any reasonable expenses, subject to the following terms:
_________________________________________________________________________________.

VII. Qualifications
The list of Key Performance Indicators (KPIs), certifications, standards, or other success criteria
that are applied to the Services, which are used to factor into the Formula Fee, or define services
as complete or incomplete are:

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_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

_____________________________________________________________________________________

VIII. Work to be Performed


On the Work Premises and Principal Place of Business defined as
__________________________________ ___________________________[address and specific
location], the Contractor agrees to perform the scope of work for the Client, defined within the
project titled herein, with consideration for such work defined below, “Consideration,” and
milestones and deadlines for the start of work term ___________________[date] and end of work
term ______________________ [date]

Contractor agrees to cause or perform the following acts of work, in exchange for Consideration
given by the Customer, subject to each act and considerations’ respective terms and conditions,
which are described within this Article, and are sometimes referred to in this Agreement as
“Project.”

The project description is as follows:

_____________________________________________________________________________________

_____________________________________________________________________________________

____________________________________________________________________________________.

The following tasks, milestones, and schedule are included within the duties of the contractor.
Without which, the Considerations may not be issued, in whole or in part, by the Client to
Contractor.

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Task Completion Criteria Start Date - End Date

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IX. Consideration
In exchange for the completion of tasks defined herein “Contractor’s Duties,” the following
considerations are offered by the Client to Contractor. Each Consideration may be contingent
upon reaching a particular milestone as defined below.

Item Consideration Contingent upon Milestone (if any)

X. [ ] Confidentiality
If a check is marked in the box the left of the word “Confidentiality”, then Client has elected
that this Agreement, its terms, existence, parties, and all provisions and communications
regarding this Agreement are deemed confidential and protected from disclosure. Contractor
agrees not to speak of, make copies of, share, or otherwise distribute any information regarding,
including but not limited to confirming the existence of this agreement.

The Contractor will not at any time disclose information which is proprietary or confidential,
belonging to the Client. The Contractor will use reasonable discretion and make a good faith
attempt to protect any confidential information owned by the Client from accidental disclosure.
Upon written request from the Client, the Contractor will provide all records, notes, or other
documentation which reasonably may contain said confidential information belonging to the
Client.

XI. Termination
WITHOUT CAUSE. Client may terminate this agreement without cause, if the notice for said
termination is delivered to Contractor _______________ days before Termination.

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WITH CAUSE. Client may terminate this agreement with cause, if the notice for said
termination is delivered to Contractor ________________ days before Termination.

NOTICE COMMUNICATION PROCEDURE. Notices Shall be deemed delivered if sent in


writing to the Address listed in Article 1: “Parties”, and shall be sent as soon as possible within
reason. Parties accept notices in paper form or by email to the address listed in Article I. The
delivery date shall be the date sent, defined by SMTP server receipt timestamp in the case of
email, or by postmark.

CHANGE OF MATERIALS. Contractor will notify Client within ____ Business days of any
change bill of material estimates, third-party costs and incidental costs. Approval of changes
shall be made in writing and signed by both parties as an addendum to this Contract.

QUALIFICATIONS. Contractor will notify Client as soon as possible once Contractor becomes
reasonably notified or otherwise aware that qualifications presented in Article VII will lapse
during Project.

XII. Nonwaiver
Failure of Parties to insist upon strict performance of the terms, covenants, and conditions
herein contained, or to exercise rights implied or expressed within this Agreement shall not be
deemed a waiver of any Parties’ rights or remedies herein, or any prior or subsequent rights or
remedies.

XIII. Subcontracting
[ ] If elected, Parties agree that Contractor may assign and/or subcontract work and acts
defined in Project Articles within this Contract, including:

_____________________________________________________________________________________

_____________________________________________________________________________________

And excluding:
_____________________________________________________________________________________

_____________________________________________________________________________________

And if NOT ELECTED, Contractor may NOT assign and/or subcontract any work and acts
defined in Project Articles within this Contract.

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XIV. Assignment
This Contract cannot be re-assigned without consent from all Parties. In the event of the
dissolution or cessation of any entity’s existence which was a Party to this Contract, the
remaining party(ies) may terminate the contract and seek compensation or damages from the
previous owners, parent organizations, investors, or other persons or Parties which have
previously held ownership or control of the dissolved or ceased entity or its parents.

XV. No Guarantee
Parties acknowledge that the Contractor does not guarantee success or completion of the
Project, or favorable result of key performance indicators, and Contractor will only make a
reasonable good faith attempt to cause said success factors to be favorable.

XVI. Dispute Resolution


The venue for any disputes relating to or arising from the contract will be in the local
jurisdiction of the Premises. When a legal action arises from the agreement, the prevailing party
shall be awarded reasonable attorney fees and court costs from the non-prevailing party.

If a dispute arises from this agreement and parties are unable to resolve their dispute, then both
parties hereby agree to seek mediation prior to filing a lawsuit. Mediator(s) should be a neutral
third party which is mutually agreed upon and chosen between both parties.

If either party initiates a lawsuit without attending mediation, then that party shall not be
entitled to recovering attorney fees and court costs even when otherwise entitled parties agreed
to seek first mediation as a solution for any disputes.

If both parties attend mediation and are unsuccessful in reaching a mutually agreeable
resolution, then both parties agree to attend legally binding arbitration. In this case, the
arbitrator shall be mutually agreed upon by both parties and be experienced in residential real
estate law and shall include a written record of the arbitration hearing. By initialing the spaces
provided in both parties agree to attend arbitration if mediation is not successful. If both parties
elect this arbitration clause and one party initiates a lawsuit without attending arbitration, then
that party shall not be entitled to recovering attorney’s fees and court costs even when
otherwise entitled.

INITIALS _______ [Client] _______ [Contractor]

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XVII. Force majeure
Parties will NOT be deemed in breach, or to have liability, or need to perform services, if the
reason of the breach, liability, or failure to perform services, is due in whole or part to: acts of
God, worker strike, supplier delay or lack of availability, regulation or regulation changes, war,
epidemic, weather, unavoidable accidents or any other cause outside of the control of the
Contractor or Client.

XVIII. Governing Law


This Agreement is subject to the law of ________________________________, and specific
statutes ____________________________________________________________________________.

Any terms, covenants, promises, and provisions, whether express or implied, are voided if
contradicted by governing law. Parties are not obliged to comply with any terms that violate
any Governing law or cause any illegal action. If any terms are voided due to governing law,
this does not affect other terms of this agreement, and all other terms of the agreement within
reason shall remain in full effect.

XIX. Execution
IN WITNESS WHEREOF, on this _______ day of ____________________, 20 _____, (Execution
Date) Parties undersigned intending to be legally bound, have caused their duly authorized
officers to execute and deliver this binding Contract, to any successors, executors, heirs,
administrators, and assigns, between the Parties formed into a legal agreement under the
Governing Law, effective as of the day and year first written.

_____________________________________ _______________________ __________________

Contractor Signature Full Name, Printed Date

_____________________________________ _______________________ __________________

Client Signature Full Name, Printed Date

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