Independent Contractor Agreement (US) by OLL
This Independent Contractor Agreement outlines the terms and conditions between a company and a contractor for specific services. It details the scope of work, compensation, payment terms, and establishes the independent contractor relationship and is created by OLL's team of legal experts.
Independent Contractor Agreement
Statement of Work
Effective Date | [effective date] |
Company | [company name] |
Contractor | [contractor name] |
Services | [describe the services and deliverables] |
Term | [start date] through [end date or project completion] |
Compensation | [fee amount, rate basis (hourly/project/milestone), and any maximum] |
Payment Terms | [invoicing schedule and payment timing, e.g., net 30 days from invoice] |
Governing Law | State of [governing law state] |
Venue | State or federal courts in [court location] |
By signing below, each party agrees to enter into this Agreement subject to the Terms and Conditions that follow.
COMPANY | CONTRACTOR | |
Signature | ||
Print Name | [company signatory name] | [contractor signatory name] |
Title | [company signatory title] | [contractor signatory title] |
Date | [company signature date] | [contractor signature date] |
Terms and Conditions
Independent Contractor Relationship
1.1 Independent Contractor Status. Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of Company. Contractor will determine the manner and means by which Services are accomplished, subject only to the requirement that Services conform to the specifications in this Agreement. Contractor has no authority to bind Company by contract or otherwise.
1.2 Control and Methods. Contractor retains sole discretion over the methods, techniques, sequences, and procedures used to perform the Services. Company may provide project requirements and deliverable specifications, but will not direct the day-to-day performance of Services.
1.3 Other Engagements. Contractor is free to engage in other business activities and provide services to other clients, subject only to the confidentiality and conflict-of-interest provisions of this Agreement.
1.4 No Benefits. Contractor acknowledges that Contractor is not eligible for any Company employee benefits, including health insurance, retirement plans, paid leave, or workers' compensation coverage. Contractor is solely responsible for all taxes, insurance, and other obligations arising from compensation received under this Agreement.
1.5 Classification Acknowledgment. Both parties acknowledge that the classification of Contractor as an independent contractor is based on the totality of the relationship as described in this Agreement. The parties intend to create an independent contractor relationship and not an employment relationship. However, the parties acknowledge that classification determinations are made under applicable law based on the actual facts and circumstances of the relationship, and that contract labels do not control legal status.
Services and Deliverables
2.1 Scope of Services. Contractor will perform the Services described in the Statement of Work. Any material changes to the scope of Services require written agreement by both parties.
2.2 Deliverables and Acceptance. Contractor will deliver all work product and deliverables as specified in the Statement of Work. Company will have [acceptance period, e.g., 10 business days] to review deliverables and notify Contractor of any deficiencies. If Company does not provide notice within this period, deliverables will be deemed accepted.
2.3 Change Orders. Either party may request changes to the Services or deliverables in writing. No change will be effective until both parties agree in writing to the modified scope and any adjustments to compensation or schedule.
Compensation and Payment
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This version is drafted for US law generally. Contract, employment and consumer rules vary by state — for example on non-competes and at-will employment. Tell GitLaw which state applies and it adjusts the draft.
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