Legal IC Contract Template

LEGAL IC CONTRACT TEMPLATE

This Independent Contractor Agreement (the Agreement) is made effective as of by and between Client Name: , Client Address: , and Contractor Name: , Contractor Address: .

Recitals

WHEREAS, Client desires to retain Contractor to perform certain services described herein; and

WHEREAS, Contractor represents that Contractor has the qualifications, experience and ability to perform such services as an independent contractor; and

WHEREAS, the parties desire to set forth the terms and conditions under which Contractor will perform services for Client.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Engagement; Scope of Services

1.1 Engagement. Client engages Contractor, and Contractor accepts such engagement, to perform the services described in the Statement of Work below (the Services) in accordance with the terms of this Agreement.

2. Term

2.1 Term. The term of this Agreement shall commence on the Start Date: and shall continue until the Completion Date: , unless earlier terminated in accordance with Section 11.

3. Compensation and Invoicing

3.1 Fees. Client shall pay Contractor the fees set forth below for the Services. Contractor's fee: .

Payment Schedule: . Payments shall be made within days of Contractor's invoice.

3.2 Expenses. Reimbursable expenses must be pre-approved in writing by Client. Reimbursable expenses will be paid upon submission of receipts and a detailed expense report.

4. Independent Contractor; Taxes

4.1 Independent Contractor Relationship. Contractor is engaged as an independent contractor. Nothing in this Agreement shall be construed to create an employment relationship, joint venture, partnership, or agency between the parties. Contractor shall have no authority to bind Client.

4.2 Taxes and Benefits. Contractor shall be solely responsible for all federal, state and local taxes, contributions, insurance premiums, or other obligations related to Contractor's performance. Client shall not withhold any taxes on behalf of Contractor or provide benefits to Contractor.

5. Confidentiality

5.1 Confidential Information. "Confidential Information" means all information disclosed by Client to Contractor that is designated as confidential or that reasonabIy should be understood to be confidential given the nature of the information and the circumstances of disclosure. Contractor shall hold Confidential Information in strict confidence and shall not disclose it to any third party except as required to perform the Services or as authorized in writing by Client.

5.2 Exceptions. Confidential Information does not include information that (a) is or becomes publicly available through no fault of Contractor, (b) was rightfully in Contractor's possession prior to disclosure, (c) is lawfully obtained from a third party without restriction, or (d) is independently developed by Contractor without reference to Confidential Information.

6. Intellectual Property; Work Product

6.1 Work Product. All work product, deliverables, inventions, discoveries, developments, improvements, designs, materials and documentation created, prepared or developed by Contractor in connection with the Services (collectively, Work Product) shall be deemed works made for hire for Client to the extent permitted by law. To the extent any Work Product is not a work made for hire, Contractor hereby irrevocably assigns, transfers and conveys to Client all right, title and interest in and to such Work Product, including all copyrights and other intellectual property rights.

6.2 Moral Rights. Contractor hereby irrevocably waives and agrees not to assert any moral rights or similar rights with respect to the Work Product.

7. Representations and Warranties

Contractor represents and warrants that (a) Contractor has the full right and authority to enter into this Agreement and to perform the Services; (b) the Services and Work Product will be original to Contractor and will not infringe or misappropriate any third-party intellectual property or other rights; and (c) Contractor will perform the Services in a professional and workmanlike manner in accordance with industry standards.

8. Indemnification and Insurance

8.1 Indemnification. Contractor shall indemnify, defend and hold harmless Client, its officers, directors and employees from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or related to Contractor's breach of this Agreement, willful misconduct, negligence or infringement of any third-party rights.

8.2 Insurance. Contractor shall maintain at its expense insurance coverage customary for the services performed, including general liability and professional liability insurance as applicable. Upon Client's request, Contractor shall provide certificates evidencing such coverage.

9. Termination

9.1 Termination for Convenience. Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective termination date.

9.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within days after receiving written notice specifying the breach.

10. Return of Property

Upon termination or expiration of this Agreement, Contractor shall immediately return to Client all documents, materials, property and Confidential Information belonging to Client and shall deliver all Work Product completed through the date of termination.

11. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered to the addresses set forth below by hand, certified mail (return receipt requested), or nationally recognized overnight courier or by electronic transmission (provided confirmation of receipt is obtained).

12. Amendments; Waiver; Counterparts

This Agreement may be amended or modified only by a written instrument signed by both parties. No failure or delay by either party in exercising any right under this Agreement shall operate as a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which taken together shall constitute one instrument.

13. Governing Law; Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for the resolution of any disputes arising out of or relating to this Agreement.

14. Entire Agreement; Severability

This Agreement, including any exhibits or attachments hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. Miscellaneous Provisions

15.1 Remedies. Except as otherwise provided herein, the remedies provided in this Agreement are cumulative and not exclusive. The parties acknowledge that a breach of Sections 5 or 6 may cause irreparable harm for which monetary damages would be inadequate and that injunctive relief may be an appropriate remedy.

15.2 Assignment. Contractor may not assign this Agreement or any of its rights or obligations hereunder without Client's prior written consent. Client may assign this Agreement to an affiliate or in connection with a merger, sale of all or substantially all of its assets or similar transaction.

Acknowledgments

The parties acknowledge that Contractor is contracting as an independent business and that Contractor is responsible for obtaining any licenses, permits or registrations required to provide the Services.

Individual / Sole Proprietor
Limited Liability Company (LLC)
Corporation
Partnership

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