Contractor Guidelines Template

Contractor Guidelines Template

Client Name:    Contractor Name:    Effective Date:

Recitals

WHEREAS, Company desires to engage Contractor to perform certain services and work under the terms and conditions set forth herein; and

WHEREAS, Contractor represents that Contractor has the requisite expertise, personnel, equipment, and licenses to perform the services described in this document and will perform such services in a professional manner and in compliance with applicable law.

WHEREAS, the parties wish to define the scope, payment terms, confidentiality obligations, and other material terms governing the engagement.

Scope of Work

Payment Terms

Late Payment: Invoices not paid within days of invoice due date will incur a late fee equal to compounded monthly, plus all reasonable costs of collection including attorneys' fees.

Taxes and Withholding: Contractor is responsible for all federal, state, and local taxes, insurance, and withholdings attributable to amounts paid under this Agreement. Company is not responsible for payroll taxes or benefits for Contractor.

Term and Termination

Term Commencement Date:

Term End Date (if applicable):

Termination for Convenience: Either party may terminate this Agreement upon written notice to the other delivered at least days prior to the effective termination date. Termination for Cause: Either party may terminate immediately for material breach where the breaching party fails to cure within a reasonable cure period specified in the notice.

Confidentiality

Definition: "Confidential Information" means nonpublic business, technical, financial, or operational information disclosed by one party to the other in any form, whether marked confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

Obligations: Receiving party shall (a) use Confidential Information solely to perform its obligations under this Agreement, (b) restrict disclosure to those employees, agents, or subcontractors with a need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) exercise reasonable care to prevent unauthorized disclosure. Receiving party will not disclose Confidential Information to any third party without prior written consent of disclosing party.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly available through no fault of receiving party, (ii) is lawfully obtained from a third party without restriction, (iii) is independently developed without use of the disclosing party's Confidential Information, or (iv) is required to be disclosed by law or valid legal process (provided receiving party gives prompt notice to disclosing party and cooperates in any lawful effort to limit disclosure).

Independent Contractor and Compliance

Independent Contractor Status: Contractor acknowledges and agrees that Contractor is an independent contractor and not an employee of Company. Contractor will be solely responsible for all employment taxes, workers' compensation insurance, and other obligations arising from Contractor's performance of services.

Contractor acknowledges the independent contractor relationship and will not represent otherwise.

Indemnification

Contractor shall indemnify, defend, and hold harmless Company and its officers, directors and employees from and against all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from Contractor's negligent acts, willful misconduct, or breach of this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to conflict of laws principles. Venue for any dispute arising out of this Agreement shall be the state or federal courts located in the applicable jurisdiction.

Entire Agreement; Amendments

This document constitutes the entire agreement between the parties concerning the subject matter herein and supersedes all prior discussions, proposals, and agreements, whether written or oral. Any amendment or modification must be in writing and signed by both parties to be effective.

Severability: If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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