Independent Contractor Services Agreement

Parties, purpose, and effective date

This Independent Contractor Services Agreement (“Agreement”) is effective [EFFECTIVE DATE] between [CLIENT LEGAL NAME], a [ENTITY TYPE AND JURISDICTION] with an address at [ADDRESS] (“Client”), and [SERVICE PROVIDER LEGAL NAME], a [ENTITY TYPE AND JURISDICTION] with an address at [ADDRESS] (“Contractor”).

Client wishes to engage Contractor for the professional services described in one or more signed statements of work (“SOW”), and Contractor agrees to provide them under this Agreement. Each SOW is incorporated when signed. If terms conflict, a signed change order controls the applicable SOW, the SOW controls this Agreement for that project, and this Agreement controls all other project documents.

Scope, deliverables, and exclusions

Contractor will perform the services and deliver the work product expressly listed in SOW Exhibit A. The SOW should identify objectives, deliverables, quantities, acceptance criteria, milestones, dependencies, assumptions, and exclusions. Anything not expressly included—including additional formats, meetings, revisions, travel, research, implementation, training, or support—is outside scope.

Contractor may choose the professional methods, tools, sequence, work location, and personnel used, provided the results materially satisfy the SOW. No exclusivity is created unless a signed SOW expressly states otherwise.

Schedule, dependencies, and acceptance

Target dates depend on Client providing timely access, content, decisions, feedback, and approvals. Client-caused delay extends affected dates by at least the period of delay and may require a restart or rescheduling fee of [AMOUNT / RATE].

Client will review each deliverable within [NUMBER] business days and either accept it or provide one consolidated written notice describing material nonconformities against the acceptance criteria. A deliverable is accepted when Client approves it, uses it in production, pays the corresponding milestone without reservation, or does not respond within the review period. Contractor will correct verified nonconformities; new preferences are changes.

Client responsibilities

Client will designate one authorized decision-maker, provide accurate and lawful materials, maintain required systems and backups, secure internal approvals, and make personnel reasonably available. Contractor may rely on information and instructions from Client’s designated representatives without independent verification.

Client is responsible for final business decisions, implementation, end-user communications, and reviewing deliverables for Client-specific legal, regulatory, accessibility, security, tax, and industry requirements.

Fees, invoices, taxes, and expenses

Client will pay [FIXED FEE / HOURLY RATE / RETAINER] according to the schedule in Exhibit B. A reservation payment or retainer of [AMOUNT OR PERCENTAGE] is due at signing and [IS / IS NOT] refundable as stated in Exhibit B. Invoices are due within [NUMBER] calendar days without setoff except for a good-faith disputed amount.

Past-due undisputed amounts may accrue the lesser of [PERCENTAGE] per month or the maximum lawful rate. Client will reimburse pre-approved travel and out-of-pocket expenses and is responsible for sales, use, value-added, withholding, or similar taxes other than taxes on Contractor’s net income. Contractor may suspend work after [NUMBER] days’ written notice if an undisputed payment remains overdue.

Changes and additional services

Either party may request a change. Contractor will describe the effect on fees, timing, assumptions, and deliverables in a written change order. Contractor is not required to begin changed work until both parties approve it.

If Client requests work before a change order is finalized, Contractor may decline or, with written authorization, perform it at [HOURLY / DAY] rates. Repeated fragmented feedback, changed instructions, or rework caused by inaccurate Client materials may be treated as additional services.

Personnel, subcontractors, and non-solicitation

Contractor may use qualified employees or subcontractors and remains responsible for their performance and confidentiality obligations. Client may request removal of personnel for a reasonable documented security or conduct concern, but Contractor controls replacement and staffing.

During the engagement and for [NUMBER] months afterward, neither party will knowingly solicit for employment personnel of the other who materially worked on the project, excluding general advertisements and pre-existing discussions. [CONFIRM ENFORCEABILITY AND PERMITTED SCOPE WITH LOCAL COUNSEL.]

Intellectual property and licenses

“Background Materials” means tools, templates, code, methods, processes, know-how, libraries, designs, and materials developed or acquired outside this engagement. Each party retains its Background Materials. Contractor grants Client a perpetual, worldwide, non-exclusive license to Background Materials embedded in a paid final deliverable only as necessary to use that deliverable.

Upon full payment, ownership of specifically identified “Assigned Deliverables” transfers to Client, excluding Background Materials, third-party materials, unused concepts, working files, and generalized skills. If Exhibit A specifies a license instead of assignment, Client receives only that license. Contractor may retain archival copies and use non-confidential learning and de-identified know-how. Portfolio use requires [CLIENT’S PRIOR WRITTEN CONSENT / NO ADDITIONAL CONSENT AFTER PUBLIC LAUNCH].

Confidentiality

“Confidential Information” means non-public business, financial, technical, personal, or creative information disclosed in connection with this agreement and identified as confidential or reasonably understood to be confidential. It does not include information that the receiving party can document was already lawfully known, becomes public without breach, is received lawfully from a third party, or is independently developed without use of the other party’s information.

The receiving party will use Confidential Information only to perform or receive the services, protect it with at least reasonable care, and disclose it only to personnel and professional advisers who need it and are bound by confidentiality duties. A legally required disclosure is permitted after prompt notice where lawful. These duties continue for [NUMBER] years after termination; trade-secret obligations continue while the information remains a trade secret.

Data protection and security

Each party will comply with privacy and data-protection laws applicable to its own activities. Service Provider will use reasonable administrative, technical, and physical safeguards for personal information supplied by Client and will notify Client without undue delay after confirming a security incident affecting that information.

Client will not provide regulated, highly sensitive, or special-category data unless the parties first agree in writing on the need, security measures, retention, and any required data-processing terms. Service Provider may use reputable subprocessors to host, communicate, or deliver the services and remains responsible for selecting them with reasonable care.

Independent relationship

Service Provider is an independent contractor and not Client’s employee, partner, fiduciary, franchisee, or agent. Service Provider controls the manner and means of performing the services, subject to agreed deliverables, deadlines, and lawful site requirements. Neither party may bind the other without express written authority.

Service Provider is responsible for its own taxes, permits, insurance, personnel, and business expenses except expenses expressly reimbursable under this agreement. No personnel of Service Provider are eligible for Client employee benefits.

Compliance and professional standards

Each party will comply with laws and regulations applicable to its performance. Service Provider will perform the services professionally and in accordance with generally accepted standards for the applicable industry. Client is responsible for obtaining its own legal, tax, accounting, regulatory, accessibility, and compliance advice unless those services are expressly included in the scope.

Neither party will request or knowingly use unlawful, infringing, deceptive, discriminatory, or unsafe materials or instructions. A party may suspend affected work while a good-faith compliance or safety concern is resolved.

Term, termination, and transition

This Agreement begins on the effective date and continues until terminated. Either party may terminate for convenience with [NUMBER] days’ written notice unless an SOW states a committed term. Either party may terminate for material breach if the breach is not cured within [NUMBER] days after detailed written notice; an incurable breach permits immediate termination.

On termination, Client will pay for accepted work, work reasonably performed through the effective date, approved expenses, non-cancellable commitments, and any agreed early-termination charge. Contractor will deliver paid work in its then-current form and, if requested, provide transition assistance at the stated rates. Each party will return or destroy the other’s property subject to legal and backup retention.

Force majeure

Neither party will be liable for delay or failure caused by an event beyond that party’s reasonable control, including severe weather, natural disaster, epidemic, war, civil disorder, labor disruption, utility or internet outage, government action, transportation interruption, or supplier failure not caused by that party. The affected party will promptly notify the other, use commercially reasonable efforts to reduce the impact, and resume performance when reasonably possible.

If the event continues for more than [NUMBER] consecutive days and materially defeats the purpose of the engagement, either party may terminate the affected services by written notice. Client remains responsible for work completed and non-cancellable commitments made before termination.

Limited warranty and disclaimer

Service Provider warrants that the services will be performed professionally and substantially conform to the written scope. Client must describe any claimed nonconformity in reasonable detail within [NUMBER] days after delivery. Service Provider’s obligation is to re-perform or correct the affected services when reasonably possible.

Except for that express warranty and any warranty that cannot lawfully be excluded, the services and deliverables are provided “as is.” Service Provider does not promise a particular business, financial, audience, ranking, sales, attendance, aesthetic, or other outcome that depends on Client decisions or third parties.

Third-party claims and indemnification

Each party (“Indemnifying Party”) will defend, indemnify, and hold the other party and its officers, directors, and personnel harmless from a third-party claim, damage, judgment, or reasonable external legal cost to the extent caused by the Indemnifying Party’s gross negligence, willful misconduct, material breach of confidentiality, or infringement arising from materials it supplied.

The protected party must promptly notify the Indemnifying Party, provide reasonable cooperation at the Indemnifying Party’s expense, and allow control of the defense and settlement. No settlement may admit fault by or impose a non-monetary obligation on the protected party without its written consent.

Limitation of liability

To the fullest extent permitted by law, neither party will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, or for lost profits, revenue, goodwill, opportunity, or data, even if advised of the possibility.

Except for payment obligations, fraud, willful misconduct, breach of confidentiality, infringement or misappropriation of the other party’s rights, or liabilities that cannot lawfully be limited, each party’s aggregate liability arising from this agreement will not exceed the fees paid or payable under the affected statement of work during the [SIX / TWELVE]-month period preceding the event giving rise to the claim.

Governing law and disputes

This agreement is governed by the laws of [STATE / PROVINCE / COUNTRY], without regard to conflict-of-law rules. Before filing a claim, an authorized representative of each party will meet in good faith within [NUMBER] days after written notice of the dispute.

If unresolved, the parties will proceed through [COURTS LOCATED IN COUNTY AND STATE / CONFIDENTIAL MEDIATION FOLLOWED BY BINDING ARBITRATION] as permitted by applicable law. Either party may seek temporary injunctive relief to protect confidential information or intellectual property. [INSERT ANY REQUIRED CONSUMER, SMALL-CLAIMS, OR ATTORNEYS’ FEES LANGUAGE AFTER LOCAL LEGAL REVIEW.]

Notices and general terms

Formal notices must be in writing and delivered by personal delivery, nationally recognized courier, or email with confirmation to the addresses listed below, and are effective on confirmed receipt. Routine project communication and approvals may occur through the parties’ designated email addresses or project portal.

This agreement, its exhibits, and signed change orders are the entire agreement and replace prior discussions about the same subject. An amendment or waiver must be in a writing signed by authorized representatives. If a provision is unenforceable, it will be modified only as needed and the remainder will continue. Neither party may assign this agreement without consent, except with substantially all of its business or assets, provided the assignee assumes the obligations. Headings are for convenience. Provisions that by their nature should survive will survive termination.

Electronic signatures and counterparts

The parties intend electronic signatures, typed signatures applied through an agreed electronic-signature service, and signatures in separate counterparts to be binding to the fullest extent permitted by law. A complete electronic copy is treated as an original.

Each signer represents that the signer has authority to bind the named party and has had the opportunity to seek independent legal advice before signing.

Recommended exhibits

Exhibit A — Statement of Work: objectives, deliverables, exclusions, milestones, dependencies, acceptance criteria, revision limits, and authorized contacts.

Exhibit B — Fees and Payment Schedule: rates, retainer, milestone invoices, approved expenses, late charges, and cancellation economics.

Exhibit C — Security or Data Terms (if needed): systems accessed, data categories, retention, incident contacts, subprocessors, and required safeguards.

Signatures

CLIENT
Legal name: [CLIENT LEGAL NAME]
Authorized signer and title: [NAME / TITLE]
Signature: [SIGNATURE]
Date: [DATE]
Notice email and address: [EMAIL / ADDRESS]

CONTRACTOR
Legal name: [SERVICE PROVIDER LEGAL NAME]
Authorized signer and title: [NAME / TITLE]
Signature: [SIGNATURE]
Date: [DATE]
Notice email and address: [EMAIL / ADDRESS]