how to make a subcontractor agreement

Independent Contractor Services Agreement

Instructions for Use

• Fill in all bracketed information accurately, ensuring that the legal entity names match those registered with your local secretary of state or tax authority.
• Clearly define the "Scope of Services" in an attached Exhibit A to ensure there is no ambiguity regarding the deliverables, deadlines, and acceptance criteria.
• Once completed, both parties must sign and date the document; ensure that the signatory has the legal authority to bind their respective organization to the contract.

Parties

This Independent Contractor Services Agreement (the "Agreement") is entered into as of [Date] (the "Effective Date") by and between:

Company: [Full Legal Name of Hiring Company], a [State of Incorporation] [Entity Type, e.g., LLC/Corp], with its principal place of business at [Street Address, City, State, Zip] ("Company").

Contractor: [Full Legal Name of Contractor], a [Individual/Entity Type], with its principal place of business/residence at [Street Address, City, State, Zip] ("Contractor").

Operative Terms

1. Services. Contractor agrees to provide the services described in the attached "Exhibit A" (the "Services"). Contractor shall perform the Services in a professional and workmanlike manner, consistent with industry standards.

2. Compensation. Company shall pay Contractor for the Services as follows: [ ] Fixed Fee of $[] [ ] Hourly Rate of $[] per hour [ ] Other: [__________] Payment shall be made within [Number] days of receipt of an undisputed invoice.

3. Independent Contractor Status. Contractor is an independent contractor, not an employee. Contractor is solely responsible for all federal, state, and local taxes, social security contributions, and insurance premiums. Contractor is not entitled to any Company benefits, including health insurance or retirement plans.

4. Term and Termination. This Agreement commences on the Effective Date and continues until [Date] or until completion of the Services, unless terminated earlier. Either party may terminate this Agreement upon [Number] days' written notice. Company shall pay Contractor for all Services performed up to the date of termination.

5. Intellectual Property. Any work product, deliverables, or inventions created by Contractor in connection with the Services shall be considered "work made for hire" and shall be the sole and exclusive property of the Company.

6. Confidentiality. Contractor agrees to hold all non-public information received from Company in strict confidence and shall not disclose such information to any third party or use it for any purpose other than performing the Services.

7. Indemnification. Contractor agrees to indemnify and hold harmless Company from any claims, damages, or expenses (including reasonable attorney fees) arising out of Contractor’s negligence, willful misconduct, or breach of this Agreement.

8. Governing Law. This Agreement shall be governed by the laws of the State of [State]. Any disputes arising under this Agreement shall be resolved in the courts located in [County, State].

9. Entire Agreement. This document constitutes the entire agreement between the parties and supersedes all prior discussions or understandings. Any amendments must be in writing and signed by both parties.

Signature & Acknowledgment

Company Signature: __________ Printed Name: [Name of Signatory] Title: [Title of Signatory] Date: [Date]

Contractor Signature: __________ Printed Name: [Name of Signatory] Title: [Title of Signatory] Date: [Date]

Legal Disclaimer: This document is a general framework intended for informational purposes only. It does not constitute legal advice. Laws regarding independent contractors vary significantly by jurisdiction. Consult with qualified legal counsel to ensure compliance with local, state, and federal labor and tax regulations.