template for subcontractor agreement

Independent Contractor Services Agreement

Instructions for Use

• Fill in all bracketed fields with the specific details of your engagement, ensuring that the "Scope of Services" section is as granular and specific as possible to avoid scope creep.
• Review the payment terms and intellectual property clauses with your finance or internal operations team to ensure they align with your company’s standard procurement policies.
• Once completed, ensure both parties sign and date the document before any services commence; retain a fully executed digital or physical copy for your records.

Parties & 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] [Entity Type, e.g., LLC/Corporation], with its principal place of business at [Company Address] ("Company").

Contractor: [Full Legal Name], an individual/entity with a principal place of business/residence 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 [Amount] [per hour/per project] as full consideration for the Services. Invoices shall be submitted [Monthly/Upon Completion] and paid by Company within [Number] days of receipt of a valid invoice.

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 solely responsible for all taxes, withholdings, and insurance.

4. Term and Termination. This Agreement begins on the Effective Date and continues until [Date] or until the Services are completed. Either party may terminate this Agreement with [Number] days' written notice. In the event of termination, Company shall pay Contractor for all Services performed up to the effective 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 the Work Product to the Company.

6. Confidentiality. Contractor agrees to hold all non-public information received from Company in strict confidence and shall not disclose or use such information for any purpose outside the scope of this Agreement.

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

8. Governing Law. This Agreement shall be governed by the laws of the State of [State]. Any disputes shall be resolved in the courts located in [County], [State].

Signature & Acknowledgment

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 governing independent contractor classification and service agreements vary by jurisdiction; consult with qualified legal counsel to ensure compliance with local, state, and federal regulations.