subcontractor template agreement

Independent Contractor Services Agreement

Instructions for Use

• Fill in all bracketed information, ensuring that the Scope of Services is defined with sufficient detail to avoid scope creep.
• Review the payment terms and intellectual property clauses to ensure they align with your specific project requirements and company policy.
• Have both parties sign and date the document before any work commences; maintain a fully executed digital or physical copy for your records.

Parties and Definitions

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

Company: [Company Name], a [State/Country] 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").

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

Operative Clauses

1. Services. Contractor agrees to perform the services described in 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 [Dollar Amount] as total compensation for the Services, payable [Net 30/Upon Completion/Other]. Contractor shall be responsible for all federal, state, and local taxes.

3. 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, agency, or employer-employee relationship. Contractor is not entitled to any Company benefits, including but not limited to health insurance, retirement plans, or paid time off.

4. Term and Termination. This Agreement shall commence on the Effective Date and continue until [Date] or completion of the Services. Either party may terminate this Agreement upon [Number] days' written notice. In the event of termination, Contractor shall be paid for all Services satisfactorily performed up to the date of termination.

5. Intellectual Property. All work product, deliverables, and inventions created by Contractor in the performance of the Services ("Work Product") shall be the sole and exclusive property of the Company. Contractor hereby assigns all right, title, and interest in such Work Product to the Company as a "work made for hire."

6. Confidentiality. Contractor agrees to hold all non-public information regarding the Company’s business, technology, and clients in strict confidence and shall not disclose such information to any third party without prior written consent.

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

8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State]. Any disputes 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 made in writing and signed by both Parties.

Signature and Acknowledgment

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

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

Legal Disclaimer: This document is a general framework and does not constitute legal advice. Employment laws vary significantly by jurisdiction; consult with qualified legal counsel to ensure compliance with local, state, and federal regulations.