INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT (the "Agreement") is being made on 06/01/2024, by and between ,
located at , , in the County of (the "CLIENT"), and , located at , , (the "CONTRACTOR").
The full name, address, email address and phone number of both parties appear again at the
end of this document.
By their respective signatures at the bottom of this document both parties hereby acknowledge
that they have read and understood all the terms contained herein and that they have the
authority to bind themselves and their respective companies to the terms contained in this
Agreement.
Work to Be Performed. CONTRACTOR hereby agrees to work for CLIENT as an
independent contractor, providing the services described below starting on or about
06/10/2024 and for an indefinite period thereafter, until CONTRACTOR's services are no
longer needed by CLIENT. The CLIENT shall have the right to terminate CONTRACTOR's
services at any time it deems appropriate provided CLIENT complies with the relevant notice
provisions of this Agreement. The CONTRACTOR agrees to devote the necessary amount of
time, energy and attention required to satisfactorily complete, conclude or achieve the
following duties and responsibilities ("Description of Services"):
Please provide a full description of services offered listed by bulletpoints. It should
look something like:
- Managing work teams, materials and equipment
- Inspecting the quality of work done by employed workers
- Keeping accurate financial records
Scope of Work. CONTRACTOR's required services as stated herein, as well as any future
assignments provided by CLIENT, shall be determined on a case-by-case basis only. CLIENT
shall be under no legal obligation to guarantee CONTRACTOR any minimum number of
assignments or any minimum number of hours of work. All work performed by
CONTRACTOR for CLIENT shall be governed exclusively by the covenants contained in this
Agreement. The CONTRACTOR shall perform any and all responsibilities and duties that
may be associated within the Description of Services set for above, including, but not limited
to, work which may already be in progress. The CONTRACTOR shall retain sole and absolute
discretion in the manner and means for the carrying out of his/her activities and
responsibilities contained in this Agreement, and shall have full discretion within the Scope of
Work, but shall not engage in any activity which is not expressly set forth by this Agreement
without first obtaining prior written authorization from CLIENT.
Independent Contractor. CONTRACTOR and CLIENT specifically agree that the
CONTRACTOR is performing the services described in this Agreement as an independent
contractor and shall not be deemed an employee, partner, agent, or joint venturer of CLIENT
under any circumstances. Nothing in this Agreement shall be construed as creating an
employer-employee relationship. The CONTRACTOR shall not have the authority to bind the
CLIENT in any manner, unless specifically authorized to do so in writing. The
CONTRACTOR shall have no claim against CLIENT hereunder or otherwise for vacation
pay, sick leave, retirement benefits, social security, worker's compensation, health or disability
benefits, unemployment insurance benefits, or employee benefits of any kind.
CONTRACTOR further agrees to be responsible for all of his/her own federal and state taxes,
withholdings, and acknowledges that CLIENT will not make any FICA payments on
CONTRACTOR's behalf. CONTRACTOR shall pay all taxes incurred while performing
services under this Agreement—including all applicable income taxes and, if CONTRACTOR
is not a corporation, self-employment (Social Security) taxes. The CONTRACTOR further
acknowledges and recognized that s/he shall complete and return to the CLIENT an IRS Form
1099 and related tax statements. The CONTRACTOR herein pledges and agrees to indemnify
the CLIENT for any damages or expenses, including any related attorney's fees and legal
expenses, incurred by the CLIENT as a result of CONTRACTOR's failure to make such
required payments. Upon demand, CONTRACTOR shall provide CLIENT with proof that
such payments have been made.
Equipment & Means of Service. CONTRACTOR is responsible for providing all of his/her
own equipment with which to complete the services contemplated by this Agreement. The
CLIENT may, in its sole discretion, provide certain equipment if deemed necessary for a
particular assignment or task without thereby creating a duty on CLIENT's part to do so again
in the future. CONTRACTOR has the sole right to control and direct the means, manner, and
method by which the services required herein will be performed. CONTRACTOR shall select
the routes taken, days he/she is available to work, and manner in which the work is to be
performed. The CONTRACTOR shall not receive any training from CLIENT in the
professional skills necessary to perform the services required by this Agreement. Any
directions or advice provided to the CONTRACTOR regarding the Description of Services
shall be considered a suggestion only and not an instruction.
Compensation. In consideration for the services to be performed by the CONTRACTOR,
CLIENT hereby agrees to pay CONTRACTOR as follows:
Compensation Terms:
Total Compensation Amount: 2000
Said compensation shall become due and payable to the CONTRACTOR upon receipt of an
invoice by the CLIENT. The invoice must include the following information: (a) an invoice
number; (b) the dates or assignments covered by the invoice; and (c) a description of the work
performed. CONTRACTOR's invoices shall be payable pursuant to the following schedule
and method:
Compensation Schedule: within 30 days
Compensation Method: cash
Expenses. CONTRACTOR shall be responsible for all expenses incurred while performing
services under this Agreement. This includes but is not limited to, automobile, truck, and other
travel expenses; vehicle maintenance and repair costs; vehicle and other license fees and
permits; insurance premiums; road, fuel, and other taxes; fines; radio, pager, or cell phone
expenses; meals; and all salary, expenses, and other compensation paid to employees or
contract personnel the CONTRACTOR hires to assist on the work contemplated by this
Agreement.
Contractor's Representations and Warranties. The CONTRACTOR hereby represents that
s/he has complied with all Federal, State and local laws regarding business permits, licenses,
reporting requirements, tax withholding requirements, and other legal requirements of any
kind that may be required to carry out the services contemplated by this Agreement and shall
provide proof of same upon request by the CLIENT. The CONTRACTOR also represents and
warrants that his/her relationship with the CLIENT will not cause or require that s/he breach
any obligation or confidence related to any confidential, trade secret and/or proprietary
information of any other person, company or entity. Furthermore, the CONTRACTOR
acknowledges that s/he has not brought and will not bring or use in the performance of his or
her duties for the CLIENT any proprietary or confidential information, whether or not in
writing, of a former contracted company or other entity without that entity's written
permission or authorization. The breach of this condition shall result in automatic termination
of the relationship as of the time of the occurring breach.
Definition of "Proprietary Information." For the purpose of this Agreement, "Proprietary
Information" shall include, but is not limited to, any information, observation, data, written
materials, records, documents, drawings, photographs, layouts, computer programs, software,
multi-media, social media, firmware, inventions, discoveries, improvements, developments,
tools, machines, apparatus, appliances, designs, work products, logo, system, promotional
ideas and material, customer lists, customer files, needs, practices, pricing information,
process, test, concept, formulas, method, marketing information, technique, trade secrets,
products and/or research related to the actual or anticipated research development, products,
organization, marketing, advertising, business or finances of the CLIENT, its affiliates,
subsidiaries or other related entities. The CONTRACTOR herein acknowledges that the
CLIENT has made, or may make, available to the CONTRACTOR its Proprietary Information
including, without limitation, trade secrets, inventions, patents and copyrighted materials. The
CONTRACTOR acknowledges that this information has economic value, actual or potential
value, that is not generally known to the public or to others who could obtain economic value
from its disclosure or use, and that this information is subject to a reasonable effort by the
CLIENT to maintain its secrecy and confidentiality. The CONTRACTOR shall comply with
any reasonable rules established from time to time by the CLIENT for the protection of the
confidentiality of any Proprietary Information.
Ownership of Social Media. The CLIENT shall have sole ownership over any social medial
contacts acquired throughout the CONTRACTOR's term of service, including, but not limited
to: "followers" or "friends" which may be or have been acquired through such accounts as
email addresses, blogs, Twitter, Facebook, YouTube or any other social media network that has
been used or created on behalf of the CLIENT.
Return of Proprietary Information. Any and all documents, records and books which may
be related to the Description of Services as set forth in this Agreement, or any other
Proprietary Information shared with CONTRACTOR, shall be maintained by the
CONTRACTOR at his/her principal place of business and be open to inspection by the
CLIENT during regular working business hours. The documents, records and books which the
CLIENT shall have the right to inspect and receive copies of include, but are not limited to,
any and all contract documents, any change or purchase orders, and any other items related to
the work which has been authorized by the CLIENT on an existing or a potential project
related to the services contemplated by this Agreement. Upon termination of this Agreement,
or upon the request of CLIENT, the CONTRACTOR shall promptly and immediately deliver
to CLIENT any and all property in its possession or under its care and control, including but
not limited to, documents, records, or books, or any other Proprietary Information such as
customer names and lists, trade secrets and intellectual property, or items such as computers,
equipment, pass keys, tools, plans, recordings, software, and all related records or accounting/
financial information. CONTRACTOR acknowledges that any breach or threatened breach of
this Section of the Agreement will result in irreparable harm to CLIENT for which monetary
damages could be an inadequate remedy. Therefore, CLIENT shall be entitled to equitable
relief, including an injunction, in the event of such breach or threatened breach by
CONTRACTOR as outlined in this Agreement. Such equitable relief shall be in addition to
CLIENT's rights and remedies otherwise available at law.
Confidentiality Clause. Except as otherwise essential to the CONTRACTOR's obligations in
accordance with this Agreement, the CONTRACTOR shall not make any disclosure or
divulge any aspect of this Agreement, including the terms and conditions hereof, or any of the
Proprietary Information contemplated herein, except as considered essential to the
CONTRACTOR's obligations in accordance to his/her relationship with the CLIENT. The
CONTRACTOR shall not make any duplication or other copy of any Proprietary Information
without prior written authorization from the CLIENT. The CONTRACTOR also shall not
remove any Proprietary Information, property or documents, without obtaining prior consent
or authorization from CLIENT. The CONTRACTOR shall have the affirmative duty to notify
each person to whom any disclosure is made that such disclosure was made in confidence and
shall be kept in confidence by that individual, and that said individual shall be legally bound
by the provisions of this Agreement to the same extent as the CONTRACTOR. Moreover, the
CONTRACTOR agrees not to reveal any of this information to anyone, nor to use this
information to the detriment of CLIENT in any way. Failure on CONTRACTOR's part to
comply with this Section shall constitute a breach of this Agreement and entitle CLIENT to all
remedies under the law as well as those specifically outlined in this Agreement.
Patent Applications. Excluded from this Agreement are any inventions and/or improvements
which are related to the CLIENT's business that were made by the CONTRACTOR prior to
commencement of this Agreement as follows: (i) as embodied in the United States Letters
Patent or any application for a United States Letters Patent that was filed prior to
commencement of this Agreement; or (ii) one in the possession of a former company who has
already applied and who now owns the invention; or (iii) as set forth in any attachment hereto.
Except as otherwise noted on the back of the signature page hereof, there are no inventions
heretofore made or conceived by the CONTRACTOR that s/he deems to be excluded from the
scope of this Agreement and CONTRACTOR hereby releases the CLIENT from any and all
claims by the CONTRACTOR by reason of any use by CLIENT of any invention heretofore
made or conceived by the CONTRACTOR.
Exclusivity, Marketing and Advertising. CONTRACTOR understands that while working
on an assignment provided by CLIENT he/she represents CLIENT and not any other business,
including his/her own business. While on assignment for CLIENT, CONTRACTOR shall not
advertise his/her own business, shall not solicit work for him/herself, and shall only distribute
CLIENT's business cards, name, and marketing materials. While not on one of CLIENT's
assignments, CONTRACTOR may pursue other work for him/herself as long as it does not
directly compete with CLIENT as described in this Agreement.
Client's Right to Suspend or Alter Work. The CLIENT reserves the right to inspect, stop
and/or alter the work of the CONTRACTOR at any time to assure its conformity with this
Agreement and the CLIENT's needs. At any time, the CLIENT may, without cause, direct the
CONTRACTOR, by way of providing 7 days prior written notice, to suspend, delay or
interrupt work or services pursuant to this Agreement, in whole or in part, for such periods of
time as the CLIENT in its sole discretion may see fit or necessary. Any such suspension shall
be effected by the delivery of a written notice to the CONTRACTOR of said suspension
specifying the extent to which the performance of the work or services under this Agreement
is suspended, and the date upon which the suspension becomes effective. The suspension of
work and/or services shall be treated as an excusable delay. Moreover, if at any time the
CLIENT believes that the CONTRACTOR may not be adequately performing its obligations
under this Agreement or may be likely to fail to complete their work/services on time as
required, then the CLIENT may request from the CONTRACTOR provide written assurances
of performance and a written plan to correct observed deficiencies in performance. Any failure
to provide such written assurances constitutes grounds to declare a default under this
Agreement.
Termination. Either party may terminate this Agreement in whole or in part, whenever the
they shall determine that termination is in their best interest. Termination shall be effected by
providing 7 days written notice of termination specifying the extent to which performance of
the work and/or services under this Agreement is terminated, and the date upon which such
termination shall become effective. The CONTRACTOR shall then be entitled to recover any
costs expended up to that point, but no other loss, damage, expense or liability may be
claimed, requested or recovered except as provided in this Agreement. In no event shall the
CLIENT be liable for any costs incurred by or on behalf of the CONTRACTOR after the
effective date of the notice of termination. The termination pursuant to the provisions
contained within this paragraph shall not be construed as a waiver of any right or remedy
otherwise available to the CLIENT. In addition, if the CONTRACTOR is convicted of any
crime or offense, fails or refuses to comply with the written policies or reasonable directive of
CLIENT, is guilty of serious misconduct in connection with performance hereunder, or
materially breaches any provisions of this Agreement, the CLIENT may terminate the
engagement of the CONTRACTOR immediately and without prior written notice.
Execution. During and throughout the duration of this Agreement, and upon the request of and
without any compensation other than that which is herein contained, the CONTRACTOR shall
execute any documents and take action which the CLIENT may deem necessary or appropriate
to ensure the implementation of all the provisions of this Agreement, including without
limitation, assisting the CLIENT in obtaining and/or maintaining any patents, copyrights or
similar rights to any Proprietary Information assigned and allocated to the CLIENT. The
CONTRACTOR further agrees that the obligations and undertakings herein stated within this
section shall continue beyond termination of this Agreement. Should the CONTRACTOR be
called upon for any such assistance after termination, then the CONTRACTOR shall be
entitled to fair and reasonable payment in addition to reimbursement of any expenses which
may have been incurred at the request of the CLIENT. The CONTRACTOR nevertheless
agrees to execute and deliver any agreements and documents prepared by the CLIENT and to
do all other lawful acts required to establish, document and protect such rights.
Injunctive Relief. CONTRACTOR hereby acknowledges (i) the unique nature of the
protections and provisions established and contained within this Agreement; (ii) that the
CLIENT will suffer irreparable harm if CONTRACTOR were to breach any of said
protections or provisions or his/her obligations under this Agreement; and (iii) that monetary
damages may be inadequate to compensate the CLIENT for such a breach. Therefore, if
CONTRACTOR were to breach any of the provisions of this Agreement, then CLIENT shall
be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce
such provisions.
Liability. CONTRACTOR warrants and acknowledges that he/she shall be liable for any loss
or any other financial liability suffered by CLIENT due to CONTRACTOR's failure to
perform an assignment as contemplated by this Agreement. Other than a documented medical
emergency or an "Act of Nature" beyond CONTRACTOR's control, CONTRACTOR shall be
solely responsible for any loss caused by CONTRACTOR's failure to perform. In addition,
CLIENT shall not be liable for any loss or damage to CONTRACTOR's equipment under the
terms of this Agreement. CONTRACTOR's equipment shall be CONTRACTOR's sole and
exclusive responsibility.
Indemnification. The CONTRACTOR shall defend, indemnify, hold harmless, and insure the
CLIENT from any and all potential damages, expenses or liabilities which may result from or
arise out of any negligence or misconduct on part of the CONTRACTOR, or from any breach
or default of this Agreement which may be caused or occasioned by the acts of the
CONTRACTOR. The CONTRACTOR shall also insure that all of its employees and affiliates
take all actions necessary to comply with all the terms and conditions established and set forth
in this Agreement.
Notices. Any and all notices, which may be required hereunder by any party to the other party,
shall be executed by either personal delivery in writing, or by mail, registered or certified,
postage pre-paid with a return receipt requested. Mailed notices must be addressed to the
parties at the addresses contained in this Agreement. However, each party may change their
address, thus requiring written notice of such change of address in accordance with this
section. Any hand delivered notice shall be deemed communicated as of actual receipt; mailed
notices shall be deemed communicated after five (5) days of mailing. The CONTRACTOR
herein agrees to keep the CLIENT informed of any change of business and/or mailing
addresses, as well as telephone, facsimile, email or any other relevant means of contact and
communication.
Continuing Effects. The CONTRACTOR's obligations with regards to all trade secrets and
confidential information contained in this Agreement, shall continue to be in effect beyond the
scope of the relationship as aforementioned, and said obligations shall continue to be binding
upon not only the CONTRACTOR, but also the spouse, affiliates, assigns, heirs, executors,
administrators and/or other legal representatives as well.
Choice of Law. This Agreement is to be construed pursuant to the current laws of the State of
Virginia without giving effect to any conflict of laws principle. Jurisdiction and venue for any
claim arising out of this Agreement shall be made in the State of Virginia, in the County of
Shenandoah.
Mediation, Litigation & Arbitration. If a dispute arises out of or relates to this Agreement,
or the alleged breach thereof, and if the dispute is not settled through negotiation, the parties
agree first to try in good faith to settle the dispute through mediation. The mediation process
shall be administered by the Virginia Mediation Services, or another administrator mutually
agreed between the parties, and shall be a condition precedent to resorting to arbitration,
litigation, or some other dispute resolution procedure. If the mediation process is unsuccessful,
either party shall have the option of seeking either arbitration or filing a legal action in a court
of competent jurisdiction. If the aggrieved party seeks arbitration, then the dispute shall be
submitted to binding arbitration by the American Arbitration Association in accordance with
the Association's commercial rules then in effect. The arbitration shall be conducted in the
state of Virginia and shall be binding on both parties. Judgment upon the award rendered by
the arbitrator may be entered in any court having jurisdiction to do so. Costs of arbitration,
including attorney fees, will be allocated by the arbitrator. If, alternatively, the aggrieved party
seeks to file an action in court, then the action must be brought a court of competent
jurisdiction in the State of Virginia.
Legal Fees. Should any party initiate litigation, arbitration, mediation or any other legal
proceeding ("Proceeding") against another party to enforce, interpret or otherwise seek to
obtain legal or judicial relief in connection with this Agreement, the prevailing party in said
proceeding shall be entitled to recover from the unsuccessful party any and all legal fees, cost,
expenses, attorney's fees and any other cost or expense and fees arising from (i) such
proceeding, whether or not such proceeding progresses to judgment, and (ii) any post-
judgment or post-award proceeding, including without limitation, one to enforce any judgment
or award resulting from any such Proceeding. Any such judgment or award shall contain a
specific provision for the recovery of all such attorney's fees, costs, and expenses, as well as
specific provisions for the recovery of all such subsequently incurred costs, expenses and
actual attorney's fees.
Entire Understanding. This document and any schedules attached hereto constitute the
entire understanding and agreement of the parties, and any and all prior agreements,
understandings, and representations are hereby terminated and canceled in their entirety and
carry no further force or effect. This Agreement shall be considered a separate and an
independent document of which it shall supersede any and all other Agreements, either oral or
written, between the parties hereto, except for any separately signed Confidentiality, Trade
Secret, Non-Compete or Non-Disclosure Agreements to the extent that these terms are not in
conflict with those set forth herein.
Headings. The headings of the sections of this Agreement are inserted for convenience only
and shall not be deemed to constitute part of this Agreement or to affect the construction
thereof.
Severability. If any part of this Agreement is determined to be void, invalid, inoperative or
unenforceable by a court of competent jurisdiction or by any other legally constituted body
having jurisdiction to make such determination, such decision shall not affect any other
provisions hereof and the remainder of this Agreement shall be effective as though such void,
invalid, inoperative or unenforceable provision had not been contained herein.
Modifications or Amendments. No amendment, change or modification of this Agreement
shall be valid unless in writing and signed by both parties hereto with the same degree of
formality as this Agreement.
Counterparts. This Agreement, at the discretion of the parties herein, may be executed in
counterparts, each of which shall be deemed an original and all of which together shall
constitute a single integrated document.
Waiver. If either party fails to enforce any provision contained within this Agreement, it shall
not be construed as a waiver or limitation of that party's right to subsequently enforce and
compel strict compliance with every provision of this Agreement.
Drafting Ambiguities. All parties to this Agreement have reviewed and had the opportunity to
revise this Agreement, and have had the opportunity to have legal counsel review and or revise
this Agreement. The rule of construction that ambiguities are to be resolved against the
drafting party shall not be employed in the interpretation of this Agreement or of any
amendments or exhibits herein.
Copies. Both the CONTRACTOR and the CLIENT hereby acknowledges that they have
received a signed copy of this Agreement.
IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and
year first written above. The parties hereto agree that facsimile signatures shall be as effective
as if originals.
