Self-employed Contractor Agreement

SELF-EMPLOYED CONTRACTOR AGREEMENT

This Self-employed Contractor Agreement (the Agreement) is entered into as of between:

Company (Client)

Contractor

Sole Proprietor    Limited Liability Company (LLC)    Corporation    Other:

Engagement Terms

1. Services. Contractor shall provide the services described below (Services). Contractor will determine the method, means and manner of performing Services and will provide its own tools and equipment unless otherwise provided.

2. Term. The term shall commence on and continue until unless earlier terminated as provided herein.

3. Invoicing and Payment. Contractor shall submit written invoices in the form required by Company. Company will pay undisputed invoices within days of receipt. Disputed amounts must be notified in writing within days.

Independent Contractor Relationship

Contractor is engaged as an independent contractor. Nothing in this Agreement creates an employer-employee relationship, partnership, joint venture, or agency. Contractor retains the right to control the manner and means of performing Services. Contractor is solely responsible for all federal, state and local taxes, contributions and withholdings and will not be entitled to Company employee benefits.

Notwithstanding the foregoing, if Contractor provides services that could otherwise be performed by an employee, the parties acknowledge that this Agreement does not alter the parties' right to enter into an at-will employment relationship at a later time; any such employment relationship must be in a separate written agreement signed by both parties.

Confidentiality and Intellectual Property

Contractor shall hold in strict confidence and not disclose any confidential or proprietary information of Company. All inventions, works of authorship, developments and other intellectual property created in connection with the Services shall be work made for hire and assigned to Company to the fullest extent permitted by law. Contractor will execute all instruments necessary to effect such assignment.

Warranties, Indemnity and Insurance

Contractor warrants that Services will be performed in a professional and workmanlike manner and in compliance with applicable law. Contractor will indemnify, defend and hold harmless Company from claims arising out of Contractor's performance, breach of this Agreement, negligence or willful misconduct.

Contractor shall maintain insurance as required by Company: General Liability    Professional Liability / E&O    Workers' Compensation (if applicable)

Termination

Either party may terminate this Agreement for convenience upon days' prior written notice. Company may terminate immediately for material breach, failure to perform, insolvency, or conduct harmful to Company.

Non-Solicitation

During the term and for months after termination, Contractor will not solicit Company's employees or active customers with whom Contractor had direct contact in connection with the Services.

Compliance, Governing Law and Disputes

Contractor shall comply with all applicable laws and regulations. This Agreement will be governed by the laws of the state specified in the Governing Law field below, without regard to conflict-of-law rules. Any dispute will be resolved by binding arbitration or in the courts listed below as agreed by the parties.

Notices

All notices under this Agreement must be sent to the addresses provided above by certified mail, nationally recognized overnight courier, or personal delivery and will be effective upon receipt.

HR-Specific Information

Professional Experience (Employment History)

Education

References

Legal Disclosures and Authorizations

Equal Opportunity: Company is an equal opportunity organization. Contractor will not discriminate in the provision of Services on the basis of protected characteristics.

Background Checks and References: Contractor authorizes Company and its agents to contact references and to obtain background, credit and verification information required to evaluate Contractor's qualifications. Contractor acknowledges that continued engagement may be conditioned on satisfactory results.

Applicant Certification: I certify that all information provided in this Agreement and attached schedules is true, complete and accurate to the best of my knowledge and that any misrepresentation or omission may be grounds for immediate termination.

I authorize Company to obtain background and reference information as described above.

Miscellaneous

This Agreement contains the entire understanding between the parties and may be amended only by a written instrument signed by both parties. If any provision is found unenforceable, the remainder will remain effective.

Acknowledgment and Certifications

By signing below, each party certifies that it has the full right, power and authority to enter into this Agreement, that the person signing on its behalf is duly authorized to do so, and that it understands and accepts the terms contained herein.

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