Independent Contractor Contract of Service

INDEPENDENT CONTRACTOR AGREEMENT

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

THE COMPANY: [________________________________________________] (“Company”), with its principal place of business located at [________________________________________________].

THE CONTRACTOR: [________________________________________________] (“Contractor”), with a principal address at [________________________________________________].

(Collectively referred to as the "Parties.")

1. SERVICES

The Company hereby engages the Contractor to perform the following services (the “Services”): [____________________________________________________________________________________] [____________________________________________________________________________________]

2. TERM

This Agreement shall commence on [___________] and shall continue until [___________], unless terminated earlier by either Party in accordance with the provisions herein.

3. COMPENSATION

In full consideration for the services rendered, the Company shall pay the Contractor as follows: [____________________________________________________________________________________] Payments shall be made upon receipt of an invoice by the Contractor, payable within [___________] days of receipt.

4. INDEPENDENT CONTRACTOR STATUS

The Parties agree that the Contractor is an independent contractor and not an employee, agent, or partner of the Company. The Contractor shall be solely responsible for the payment of all federal, state, and local taxes, including self-employment taxes, and shall receive no employee benefits, including but not limited to health insurance, vacation pay, or retirement contributions.

5. CONFIDENTIALITY

The Contractor acknowledges that during the course of performing the Services, they may have access to confidential and proprietary information of the Company. The Contractor agrees to maintain the confidentiality of all such information and shall not disclose or use it for any purpose outside the scope of this Agreement without the prior written consent of the Company.

6. WORK PRODUCT

The Parties agree that all work product, deliverables, inventions, or materials developed by the Contractor in the performance of the Services (“Work Product”) shall be the sole and exclusive property of the Company. The Contractor hereby assigns all right, title, and interest in the Work Product to the Company.

7. TERMINATION

Either Party may terminate this Agreement at any time upon [___________] days’ written notice to the other Party. In the event of termination, the Company shall pay the Contractor for all services rendered up to the date of termination.

8. INDEMNIFICATION

The Contractor agrees to indemnify, defend, and hold harmless the Company and its officers, directors, and employees from any and all claims, damages, liabilities, and expenses arising out of or related to the Contractor’s performance of the Services or any breach of this Agreement.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements or understandings, whether written or oral.

---

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

COMPANY:

Signature: ___________________________

Name: [___________________________]

Title: [___________________________]

Date: [___________________________]

CONTRACTOR:

Signature: ___________________________

Name: [___________________________]

Date: [___________________________]