master subcontractor agreement

Independent Contractor Services Agreement

Instructions for Use

• Fill in all bracketed fields with the appropriate legal information, ensuring that the scope of work is defined with as much specificity as possible to avoid future disputes.
• Review the payment terms and insurance requirements carefully to ensure they align with your company’s internal risk management policies and project budgets.
• Once both parties have reviewed and signed the document, distribute one fully executed original to each party and retain a copy in your project management file.

1. Parties and Definitions

This Agreement is entered into on [Date] by and between: Company: [Company Name], a [State of Incorporation] corporation with its principal place of business at [Company Address] ("Company"). Contractor: [Full Legal Name], an [Individual / Corporation / LLC] located at [Contractor Address] ("Contractor").

Definitions:

• "Services" refers to the work described in Exhibit A.
• "Deliverables" refers to all work product created by Contractor under this Agreement.
• "Fees" refers to the compensation specified in Section 3.

2. Scope of Services

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

3. Compensation and Payment

• Fixed Fee: Company shall pay Contractor a total of $[Amount] upon completion of the Services.
• Hourly Rate: Company shall pay Contractor $[Amount] per hour, not to exceed [Total Hours] without prior written approval.
• Payment Terms: Contractor shall submit an invoice to [Email Address]. Company shall pay undisputed invoices within [Number] days of receipt.

4. Independent Contractor Status

The parties agree that Contractor is an independent contractor. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. Contractor is solely responsible for all federal, state, and local taxes, withholdings, and social security contributions.

5. Term and Termination

This Agreement commences on [Start Date] and continues until [End Date] or completion of the Services. Either party may terminate this Agreement with [Number] days' written notice. If Company terminates for convenience, Company shall pay Contractor for all Services performed up to the date of termination.

6. Intellectual Property

All Deliverables created by Contractor under this Agreement are "works made for hire" and shall be the sole and exclusive property of the Company. Contractor hereby assigns all rights, title, and interest in the Deliverables to the Company upon payment of the Fees.

7. Confidentiality

Contractor agrees to keep all non-public information provided by the Company confidential and shall not disclose such information to any third party without prior written consent, except as required by law.

8. Indemnification

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

9. 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].

Signature and Acknowledgment

Company Representative Signature: __________ Printed Name: __________ Title: __________ Date: __________

Contractor Signature: __________ Printed Name: __________ Title: __________ Date: __________

Legal Disclaimer: This document is a general framework intended for informational purposes. It does not constitute legal advice. Please consult with qualified legal counsel in your jurisdiction to ensure compliance with local labor laws and specific business requirements.