New York Template Independent Contractor Agreement

INDEPENDENT CONTRACTOR AGREEMENT

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

COMPANY: [___________], a [___________] (e.g., Corporation, LLC) organized under the laws of the State of New York, with its principal place of business located at [___________] (the "Company"),

AND

CONTRACTOR: [___________], an individual/entity with a principal place of business/residence located at [___________] (the "Contractor").

The Company and the Contractor may be referred to individually as a "Party" and collectively as the "Parties."

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1. SCOPE OF SERVICES

The Company hereby engages the Contractor, and the Contractor hereby accepts the engagement, to perform the following services (the "Services"): [___________] [___________]

2. TERM

This Agreement shall commence on the Effective Date and shall continue in full force and effect until the completion of the Services, unless terminated earlier in accordance with the provisions of this Agreement.

3. COMPENSATION

In full consideration for the Services rendered by the Contractor, the Company shall pay the Contractor as follows:

• Payment Amount: [___________]
• Payment Schedule: [___________] (e.g., upon completion of milestones, monthly, etc.)
• Expenses: The Contractor shall be responsible for all costs and expenses incurred in connection with the performance of the Services unless otherwise agreed upon in writing by the Company.

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 not be entitled to any benefits, including but not limited to health insurance, retirement plans, or paid leave, typically provided by the Company to its employees. The Contractor is solely responsible for all federal, state, and local taxes, including self-employment taxes, related to payments received under this Agreement.

5. CONFIDENTIALITY

The Contractor acknowledges that during the engagement, the Contractor may have access to confidential information, including trade secrets, business plans, and customer data ("Confidential Information"). The Contractor agrees to hold all Confidential Information in strict confidence and shall not disclose or use such information for any purpose outside the scope of this Agreement without the prior written consent of the Company.

6. WORK PRODUCT AND INTELLECTUAL PROPERTY

The Contractor agrees that all work product, deliverables, inventions, and materials created by the Contractor in connection with the Services (the "Work Product") shall be deemed "work made for hire" and shall remain the sole and exclusive property of the Company. The Contractor hereby assigns all right, title, and interest in and to the Work Product to the Company.

7. TERMINATION

Either Party may terminate this Agreement upon [___________] days' written notice to the other Party. In the event of termination, the Contractor shall be entitled to payment for all Services rendered up to the effective date of termination.

8. INDEMNIFICATION

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

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any disputes arising out of this Agreement shall be subject to the exclusive jurisdiction of the courts located in [___________] County, New York.

10. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements, understandings, or representations, whether written or oral. Any amendments to this Agreement must be in writing and signed by both Parties.

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SIGNATURES

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

COMPANY

Signature: ___________________________

Print Name: [___________]

Title: [___________]

CONTRACTOR

Signature: ___________________________

Print Name: [___________]

Date: [___________]