Independent Contractor Agreement (US) by OLL

Independent Contractor Agreement

Statement of Work

By signing below, each party agrees to enter into this Agreement subject to the Terms and Conditions that follow.

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

3.1 Fees. Company will pay Contractor the compensation specified in the Statement of Work for Services performed in accordance with this Agreement.

3.2 Invoicing. Contractor will submit invoices according to the schedule specified in the Statement of Work. Each invoice will include a description of Services performed, applicable time periods, and any supporting documentation reasonably requested by Company.

3.3 Payment Timing. Company will pay undisputed invoices within the time period specified in the Statement of Work. If no payment timing is specified, payment is due within 30 days of receipt of a proper invoice.

3.4 Expenses. Unless otherwise specified in the Statement of Work, Contractor is responsible for all expenses incurred in performing the Services. If expense reimbursement is agreed, Contractor must obtain prior written approval for expenses exceeding [expense threshold, e.g., $100] and submit receipts with invoices.

3.5 Taxes. Contractor is solely responsible for all federal, state, and local taxes arising from compensation received under this Agreement. Company will not withhold taxes from payments to Contractor. Contractor will provide Company with a completed W-9 form before receiving the first payment.

Intellectual Property

4.1 Work Product Ownership. Contractor agrees that all Work Product will be the sole and exclusive property of Company. To the extent any Work Product qualifies as a "work made for hire" under applicable copyright law, it will be considered a work made for hire. To the extent any Work Product does not qualify as a work made for hire, Contractor hereby irrevocably assigns and transfers to Company all right, title, and interest in and to such Work Product, including all patent rights, copyrights, trade secret rights, and other intellectual property rights worldwide.

4.2 Further Assurances. Contractor will, at Company's request and expense, execute documents and take actions reasonably necessary to perfect, register, or enforce Company's rights in the Work Product. Contractor hereby appoints Company as Contractor's attorney-in-fact to execute such documents on Contractor's behalf if Contractor fails to do so within a reasonable time after request.

4.3 Pre-Existing Materials. "Pre-Existing Materials" means materials owned or controlled by Contractor before the Effective Date, or developed by Contractor outside the scope of this Agreement. Contractor will identify any Pre-Existing Materials to be incorporated into Work Product before incorporation. Contractor grants Company a perpetual, irrevocable, worldwide, royalty-free, fully paid-up license to use, reproduce, modify, distribute, and create derivative works from any Pre-Existing Materials incorporated into Work Product delivered under this Agreement.

4.4 Third-Party Materials. Contractor will not incorporate any third-party materials into Work Product without Company's prior written approval and will ensure that any approved third-party materials are properly licensed for Company's intended use.

4.5 Moral Rights. To the extent permitted by applicable law, Contractor waives any moral rights or similar rights in the Work Product, including rights of attribution, integrity, and disclosure.

Confidentiality

5.1 Confidential Information. "Confidential Information" means non-public information disclosed by Company to Contractor in connection with this Agreement that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes business plans, customer information, technical data, and the terms of this Agreement.

5.2 Confidentiality Obligations. Contractor will: (a) use Confidential Information solely to perform Services under this Agreement; (b) not disclose Confidential Information to third parties without Company's prior written consent; and (c) protect Confidential Information using at least the same degree of care used to protect Contractor's own confidential information, but not less than reasonable care.

5.3 Exclusions. Confidential Information does not include information that: (a) was known to Contractor without confidentiality obligation before disclosure by Company; (b) is or becomes publicly available through no fault of Contractor; (c) is rightfully received from a third party without confidentiality restriction; or (d) is independently developed by Contractor without use of or reference to Confidential Information.

5.4 Required Disclosure. Contractor may disclose Confidential Information to the extent required by law or legal process, provided that Contractor gives Company prompt notice (where legally permitted) and reasonable cooperation to seek protective treatment.

5.5 Return of Information. Upon termination of this Agreement or Company's request, Contractor will promptly return or destroy all Confidential Information in Contractor's possession or control and certify such return or destruction in writing upon request.

5.6 Trade Secret Notice. Pursuant to the Defend Trade Secrets Act, 18 U.S.C. 1833(b), Contractor is notified that an individual will not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law, or is made in a complaint or other document that is filed under seal in a lawsuit or other proceeding. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the employer's trade secrets to the attorney and use the trade secret information in the court proceeding if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

Representations and Warranties

6.1 Mutual Representations. Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) this Agreement constitutes a valid and binding obligation; and (c) it will comply with applicable laws in performing its obligations.

6.2 Contractor Representations. Contractor represents and warrants that: (a) Contractor will perform Services in a professional and workmanlike manner consistent with industry standards; (b) the Work Product will conform to the specifications in the Statement of Work; (c) Contractor has all rights necessary to perform Services and grant the rights in this Agreement; (d) the Work Product will not infringe or misappropriate any third party's intellectual property rights; and (e) Contractor has no obligations or commitments that conflict with Contractor's obligations under this Agreement.

Term and Termination

7.1 Term. This Agreement begins on the Effective Date and continues until the Services are completed or until terminated as provided in this Section.

7.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within 15 days after written notice; or (b) materially breaches this Agreement in a manner that cannot be cured.

7.3 Termination for Convenience. Either party may terminate this Agreement for any reason upon 30 days' written notice to the other party.

7.4 Effect of Termination. Upon termination: (a) Contractor will immediately cease performing Services; (b) Contractor will deliver all Work Product, including work in progress, to Company; (c) Contractor will return or destroy all Confidential Information as provided in Section 5.5; (d) Company will pay Contractor for Services satisfactorily performed and accepted Work Product through the effective date of termination; and (e) each party will return or destroy the other party's property in its possession.

7.5 Survival. Sections 1.4 (No Benefits), 1.5 (Classification Acknowledgment), 4 (Intellectual Property), 5 (Confidentiality), 7.4 (Effect of Termination), 8 (Indemnification), 9 (Limitation of Liability), and 10 (General Provisions) will survive termination or expiration of this Agreement.

Indemnification

8.1 By Contractor. Contractor will indemnify, defend, and hold harmless Company and its officers, directors, employees, and agents from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) Contractor's breach of this Agreement; (b) Contractor's negligence or willful misconduct; (c) any claim that Work Product infringes or misappropriates a third party's intellectual property rights; or (d) Contractor's failure to comply with applicable laws.

Limitation of Liability

9.1 Exclusion of Consequential Damages. Neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits, revenue, data, or business opportunities, arising out of or related to this Agreement, regardless of the theory of liability, even if advised of the possibility of such damages.

9.2 Liability Cap. Each party's total cumulative liability arising out of or related to this Agreement will not exceed the total fees paid or payable under this Agreement in the 12-month period preceding the claim.

9.3 Exceptions. The limitations in this Section 9 do not apply to: (a) a party's breach of confidentiality obligations; (b) a party's indemnification obligations; (c) Contractor's infringement of Company's intellectual property rights; or (d) liability that cannot be limited under applicable law.

General Provisions

10.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, and communications.

10.2 Amendments. This Agreement may only be amended by a written instrument signed by both parties.

10.3 Assignment. Contractor may not assign or transfer this Agreement or any rights or obligations under it without Company's prior written consent. Company may assign this Agreement in connection with a merger, acquisition, or sale of substantially all of its assets. Subject to the foregoing, this Agreement binds and benefits the parties and their permitted successors and assigns.

10.4 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the Governing Law State specified in the Statement of Work, without regard to conflict of laws principles.

10.5 Dispute Resolution. Any dispute arising out of or relating to this Agreement will be resolved in the courts specified in the Statement of Work, and each party irrevocably submits to the exclusive jurisdiction of such courts.

10.6 Notices. All notices under this Agreement must be in writing and will be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) one business day after deposit with a nationally recognized overnight courier; or (d) three business days after mailing by certified mail, return receipt requested. Notices will be sent to the addresses in the Statement of Work or to such other address as a party specifies by notice.

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

10.8 Waiver. The failure of either party to enforce any right or provision of this Agreement will not constitute a waiver of such right or provision.

10.9 No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights.

10.10 Counterparts. This Agreement may be executed in counterparts, including by electronic signature, each of which will be deemed an original and all of which together constitute one agreement.

10.11 Non-Solicitation. During the term of this Agreement and for one year thereafter, Contractor will not directly or indirectly solicit for employment any employee of Company with whom Contractor had material contact during the engagement.

Definitions

"Agreement" means the Statement of Work and these Terms and Conditions together.

"Company" means the entity identified as Company in the Statement of Work.

"Contractor" means the individual or entity identified as Contractor in the Statement of Work.

"Effective Date" means the date specified in the Statement of Work, or if none, the date of last signature.

"Services" means the services described in the Statement of Work.

"Work Product" means all inventions, discoveries, designs, drawings, documentation, works of authorship, software, data, techniques, know-how, and other materials or deliverables created by Contractor in connection with performing the Services.