Contractor Services Agreement Template

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This Contractor Services Agreement (this “Agreement”) is entered into as of [Date] (the “Effective Date”), by and between:

[Client Name], a [state/country] [entity type, e.g., corporation, LLC, individual] with its principal place of business at [address] (“Client”),

and

[Contractor Name], a [state/country] [entity type, e.g., corporation, LLC, individual] with its principal place of business at [address] (“Contractor”).

Client and Contractor may each be referred to individually as a “Party” and collectively as the “Parties.”

1. Services

1.1 Scope. Contractor agrees to provide the services described in Exhibit A (the “Services”).

1.2 Performance. Contractor shall perform the Services in a professional and workmanlike manner, consistent with industry standards.

2. Term

This Agreement shall commence on the Effective Date and continue until [end date / completion of Services], unless terminated earlier in accordance with this Agreement.

3. Compensation

3.1 Fees. Client shall pay Contractor [insert fee structure – hourly rate, flat fee, milestone payments] as set forth in Exhibit B.

3.2 Expenses. Contractor shall be reimbursed only for pre-approved, reasonable expenses incurred in connection with the Services.

3.3 Invoices and Payment. Contractor shall submit invoices [monthly/upon completion], and Client shall pay within [30] days of receipt.

4. Independent Contractor Status

4.1 Contractor is an independent contractor and not an employee, agent, or partner of Client.

4.2 Contractor is solely responsible for taxes, withholdings, insurance, and other obligations applicable to independent contractors.

5. Intellectual Property

5.1 Ownership. Except for Contractor’s pre-existing materials, all work product, deliverables, and intellectual property created by Contractor in connection with the Services (“Work Product”) shall be the sole property of Client upon full payment.

5.2 License to Pre-Existing Materials. To the extent Contractor’s pre-existing materials are incorporated into the Work Product, Contractor grants Client a perpetual, royalty-free license to use such materials solely as part of the Work Product.

6. Confidentiality

Contractor agrees to maintain the confidentiality of Client’s confidential information and not to disclose or use it except as necessary to perform the Services.

7. Warranties and Representations

Contractor represents and warrants that:(a) the Services and Work Product will not infringe or misappropriate any third party’s intellectual property rights;(b) Contractor will comply with all applicable laws in performing the Services.

8. Indemnification

Contractor shall indemnify and hold harmless Client from any claims, damages, or liabilities arising out of Contractor’s breach of this Agreement or negligence in performing the Services.

9. Limitation of Liability

Except for breaches of confidentiality, indemnification, or intentional misconduct, neither Party shall be liable for any indirect, incidental, or consequential damages.

10. Termination

10.1 For Convenience. Either Party may terminate this Agreement upon [30] days’ written notice.

10.2 For Cause. Either Party may terminate immediately upon written notice if the other Party breaches a material provision and fails to cure within [10] days.

10.3 Effect of Termination. Upon termination, Client shall pay Contractor for all Services performed and approved expenses incurred up to the termination date.

11. Miscellaneous

11.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements regarding its subject matter.

11.2 Amendments. This Agreement may be amended only in writing signed by both Parties.

11.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to conflicts of law principles.

11.4 Assignment. Contractor may not assign this Agreement without Client’s prior written consent.

11.5 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

IN WITNESS WHEREOF, the Parties have executed this Contractor Services Agreement as of the Effective Date.

Client:Signature: ___________________________Name: ______________________________Title: _______________________________Date: _______________________________

Contractor:Signature: ___________________________Name: ______________________________Title: _______________________________Date: _______________________________

Exhibit A – Scope of Services

[Detailed description of Services, deliverables, milestones, timelines]

Exhibit B – Fees and Payment Terms

[Rates, invoicing schedule, expenses policy]

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