subcontractor agreement word document

Independent Contractor Services Agreement

Instructions for Use

• Fill in all bracketed fields with the specific details of your engagement; ensure that the Scope of Work (Exhibit A) is attached and sufficiently detailed to prevent scope creep.
• Review the payment terms and intellectual property clauses to ensure they align with your company’s standard accounting practices and proprietary information policies.
• Both parties must sign and date the final document before any services commence; retain a fully executed digital or physical copy for your records.

1. Parties and Definitions

This Agreement is made effective as of [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/entity with a principal place of business at [Contractor Address] ("Contractor").

2. Services and Compensation

2.1 Services: Contractor agrees to perform the services described in the attached Exhibit A (the "Services"). 2.2 Compensation: Company shall pay Contractor [Amount] per [Hour/Project/Milestone]. Payments shall be made within [Number] days of receipt of a valid invoice. 2.3 Expenses: Contractor is responsible for all costs and expenses incurred in performing the Services unless otherwise agreed upon in writing by the Company.

3. Relationship of Parties

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

4. Intellectual Property

All work product, inventions, designs, and materials created by Contractor in the performance of the Services ("Work Product") shall be deemed "work made for hire" and shall be the sole and exclusive property of the Company. Contractor hereby assigns all right, title, and interest in the Work Product to the Company.

5. Confidentiality

Contractor agrees to maintain the confidentiality of all proprietary information, trade secrets, and non-public data disclosed by the Company. This obligation survives the termination of this Agreement for a period of [Number] years.

6. Term and Termination

6.1 Term: This Agreement shall commence on [Start Date] and continue until [End Date] or until the Services are completed. 6.2 Termination: Either party may terminate this Agreement upon [Number] days' written notice. Company shall pay Contractor for all Services performed up to the effective date of termination.

7. Indemnification and Liability

Contractor agrees to indemnify and hold harmless the Company from any claims, damages, or expenses arising out of the Contractor’s negligent acts, omissions, or breach of this Agreement.

8. Governing Law

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

9. Entire Agreement

This document constitutes the entire agreement between the parties and supersedes all prior discussions or understandings.

Signature Block

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

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

Legal Disclaimer: This document is a general framework and does not constitute formal legal advice. Laws regarding independent contractor classification vary significantly by jurisdiction. Consult with qualified legal counsel to ensure compliance with local, state, and federal labor regulations.