Subcontractor Service Agreement

SUBCONTRACTOR SERVICE AGREEMENT

Parties and Engagement

This Subcontractor Service Agreement (the Agreement) is entered into between Contractor Name: with principal place of business at Contractor Address: and Subcontractor Name: . Effective Date: .

Personal Information (Subcontractor)

Engagement Details / Position Information

Anticipated Start Date: Estimated End Date (if any):

Scope of Services

Subcontractor shall perform the services described below in accordance with the standards of the industry and the reasonable directions of Contractor.

Compensation and Payment

Contractor agrees to pay Subcontractor for services performed as follows:

Fixed fee    Hourly rate at    Per milestone

Invoicing and Taxes

Subcontractor shall submit invoices itemizing services and hours, and Contractor shall pay undisputed invoices within days of receipt. Subcontractor is responsible for all federal, state and local taxes arising from compensation paid under this Agreement.

Insurance and Indemnification

Subcontractor shall maintain commercial general liability and, where applicable, professional liability insurance with limits sufficient to cover performance under this Agreement. Upon request, Subcontractor shall provide certificates of insurance to Contractor.

Subcontractor shall indemnify, defend and hold Contractor and its affiliates harmless from and against any claims, liabilities, losses, costs and expenses arising out of Subcontractor's negligent acts, omissions or willful misconduct in connection with the services.

Intellectual Property and Confidentiality

Work Product created by Subcontractor specifically for Contractor under this Agreement shall be deemed "work made for hire" and Contractor shall own all right, title and interest. To the extent ownership cannot be assigned by operation of law, Subcontractor hereby irrevocably assigns all right, title and interest in such Work Product to Contractor.

Term and Termination

This Agreement shall commence on the Effective Date and continue until completion of the services or earlier termination as provided herein. Either party may terminate this Agreement for convenience upon days' written notice. Contractor may immediately terminate for material breach by Subcontractor.

Status; Compliance with Laws

Subcontractor is an independent contractor and not an employee of Contractor. Subcontractor is solely responsible for all benefits, payroll taxes and other employment-related obligations for its personnel. Subcontractor shall comply with all applicable laws, regulations and industry standards in performing the services.

Dispute Resolution and Governing Law

The parties shall attempt in good faith to resolve disputes promptly by negotiation. If unresolved, disputes shall be resolved by binding arbitration in the jurisdiction selected by Contractor. This Agreement shall be governed by the laws of the state selected by Contractor, without regard to conflicts of law rules.

Representations and Warranties

Subcontractor represents and warrants that Subcontractor has the right and authority to enter into this Agreement, that performance of the services will not violate any other agreement, and that all services will be performed in a professional and workmanlike manner.

Background Check Authorization & Applicant Certification

Subcontractor authorizes Contractor to verify all information provided and to contact prior employers and references for the purposes of evaluating Subcontractor for this engagement, including conducting criminal background checks where permitted by law.

I authorize verification of employment, references, and background checks as described above.

Applicant Certification: I certify that all information provided to Contractor in connection with this engagement, including in this Agreement and in attached materials, is true and complete. I understand that material misrepresentation may be grounds for termination or other remedies.

I certify under penalty of perjury that the foregoing is true and correct.

Equal Opportunity and At-Will Acknowledgment

Contractor is an equal opportunity employer. Contractor does not discriminate on the basis of protected characteristics in the selection of subcontractors. Nothing in this Agreement creates an employment relationship, and the parties acknowledge that the engagement is on an at-will basis to the extent applicable: either party may terminate the relationship as permitted by this Agreement.

Subcontractor acknowledges receipt of the Equal Opportunity statement and understands the independent contractor relationship.

Employment History

Employer 1

Dates Employed:

Employer 2

Dates Employed:

Education

References

Reference 1

Reference 2

Reference 3

Miscellaneous Provisions

Entire Agreement: This Agreement, together with any attached exhibits, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof.

Assignment: Subcontractor shall not assign or delegate its obligations under this Agreement without Contractor's prior written consent.

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

Additional Notes / Attachments

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