This Contractor Agreement (hereinafter referred to as the "Agreement") is made and entered into as of [Date], by and between:

CLIENT: [Client Name], a [Type of entity, e.g., Corporation/Partnership] with a principal place of business at [Client Address] (hereinafter referred to as the "Client")

CONTRACTOR: [Contractor Name], an independent contractor with a principal place of business at [Contractor Address] (hereinafter referred to as the "Contractor")

WHEREAS, the Client desires to engage the Contractor to provide certain services as described herein, and the Contractor agrees to perform such services;

NOW, THEREFORE, the parties agree as follows:

SERVICES & ENGAGEMENT

  • Base Services: The Contractor agrees to perform the following services (hereinafter referred to as "Base Services") for the Client: [Describe services to be performed]
  • Additional Services: If additional services are required beyond the Base Services, the parties may agree in writing on the scope and compensation for such services.

CLIENT OBLIGATIONS

  • The Client agrees to provide the Contractor with access to necessary information, resources, and materials to perform the services.
  • The Client will cooperate with the Contractor and provide timely feedback, approvals, and decisions when required.

TERM

  • This Agreement shall commence on [Start Date] and shall continue until [End Date] or until terminated in accordance with the provisions of this Agreement.

COMPENSATION & PAYMENT

  • The Client shall compensate the Contractor as follows: [Describe compensation structure, e.g., hourly rate, fixed fee, or project-based fee]
  • Payment terms: [Specify payment terms, e.g., invoicing schedule and due dates]
  • Reimbursement of expenses: [Specify if expenses are reimbursable and under what conditions]

INDEPENDENT CONTRACTOR

  • The Contractor is an independent contractor and is not an employee of the Client. The Contractor is responsible for their own taxes, insurance, and benefits.

CONFIDENTIALITY

  • Both parties agree to keep confidential all proprietary and sensitive information obtained during the course of the engagement.

INTELLECTUAL PROPERTY RIGHTS

  • All intellectual property created by the Contractor during the course of this engagement shall belong to [Specify ownership rights, e.g., Client or Contractor].
  • Any pre-existing intellectual property remains the property of the original owner.

REPRESENTATIONS & WARRANTIES

  • The Contractor represents and warrants that they have the expertise and resources to perform the services outlined in this Agreement.
  • The Client represents and warrants that they have the authority to enter into this Agreement.

TERMINATION

  • Either party may terminate this Agreement for any reason with [Number] days' written notice to the other party.
  • In the event of a material breach, the non-breaching party may terminate this Agreement immediately upon written notice.

LIABILITY AND INDEMNIFICATION

  • The Contractor agrees to indemnify and hold harmless the Client from any liabilities or claims arising from the Contractor's performance of services.

SEVERABILITY

  • If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full effect.

DISPUTES

  • Any disputes arising out of or relating to this Agreement shall be resolved through [Specify method, e.g., arbitration or mediation].

GOVERNING LAW

  • This Agreement shall be governed by and construed in accordance with the laws of the State of [State].

NO WAIVER

  • No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right.

LANGUAGE OF CONTRACT

  • This Agreement is written and to be interpreted in the English language.

ANTI-ASSIGNMENT

  • Neither party may assign their rights or obligations under this Agreement without the prior written consent of the other party.

INTEGRATION/MODIFICATION

  • This Agreement represents the entire agreement between the parties and supersedes any prior agreements or understandings. Any modifications must be made in writing and signed by both parties.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written above.

CLIENT:
[Signature]
[Name, Title]

CONTRACTOR:
[Signature]
[Name, Title]