<!-- Template: consulting-agreement | Lavern v0.12 -->

# Independent Contractor Agreement

**Effective Date:** [EFFECTIVE DATE]

This Independent Contractor Agreement ("Agreement") is between [CLIENT NAME], a [CLIENT ENTITY TYPE] with its principal office at [CLIENT ADDRESS] ("Client"), and [CONTRACTOR NAME], [an individual / a CONTRACTOR ENTITY TYPE] with an address at [CONTRACTOR ADDRESS] ("Contractor").

## 1. Services

Contractor agrees to perform the following services for Client: [DESCRIPTION OF SERVICES] (the "Services"), as further detailed in [STATEMENT OF WORK / EXHIBIT A, if applicable].

## 2. Term

This Agreement begins on the Effective Date and continues until [END DATE OR "completion of the Services"], unless terminated earlier under Section 9. [IF ONGOING: This Agreement renews automatically for successive [RENEWAL TERM] periods unless either Party provides [NOTICE PERIOD, e.g., 30 days] written notice of non-renewal.]

## 3. Compensation

Client shall pay Contractor [RATE, e.g., $X per hour / $X fixed fee / $X per month] for the Services. Contractor shall submit invoices [INVOICING FREQUENCY, e.g., bi-weekly / monthly], and Client shall pay within [PAYMENT TERMS, e.g., 30 days] of receipt. Contractor is responsible for all taxes, insurance, and other costs associated with their status as an independent contractor.

## 4. Expenses

[Client shall reimburse Contractor for pre-approved, reasonable expenses incurred in performing the Services, supported by receipts. / Contractor is responsible for all expenses incurred in performing the Services.]

## 5. Independent Contractor Status

Contractor is an independent contractor, not an employee, agent, or partner of Client. Contractor controls the manner and means of performing the Services, subject to the agreed deliverables and timelines. Contractor is not entitled to employee benefits, workers' compensation, or unemployment insurance from Client.

## 6. Intellectual Property

All work product, inventions, and deliverables created by Contractor in performing the Services ("Work Product") shall be the exclusive property of Client. Contractor assigns to Client all rights, title, and interest in the Work Product, including all intellectual property rights. Contractor retains the right to use general knowledge, skills, and experience gained during this engagement.

## 7. Confidentiality

Contractor agrees to hold in confidence all proprietary and confidential information disclosed by Client in connection with the Services. This obligation survives termination of the Agreement for a period of [CONFIDENTIALITY SURVIVAL, e.g., 3 years]. Contractor shall not use Client's confidential information for any purpose other than performing the Services.

## 8. Non-Solicitation

During the term and for [NON-SOLICITATION PERIOD, e.g., 12 months] after termination, Contractor shall not directly solicit Client's employees or contractors for employment or engagement. [OPTIONAL: This restriction does not apply to general advertisements or unsolicited inquiries.]

## 9. Termination

Either Party may terminate this Agreement with [TERMINATION NOTICE, e.g., 14 days] written notice. Client may terminate immediately for cause if Contractor materially breaches this Agreement. Upon termination, Contractor shall deliver all completed and in-progress Work Product and Client shall pay for Services performed through the termination date.

## 10. Limitation of Liability

Neither Party shall be liable for indirect, incidental, or consequential damages. Contractor's total aggregate liability under this Agreement shall not exceed [LIABILITY CAP, e.g., the total fees paid under this Agreement in the preceding 12 months].

## 11. Representations and Warranties

Contractor represents that: (a) they have the skills and qualifications to perform the Services; (b) the Work Product will be original and will not infringe any third-party rights; and (c) they are free to enter into this Agreement without conflict with any other obligation.

## 12. Governing Law

This Agreement is governed by the laws of [GOVERNING LAW JURISDICTION]. Disputes shall be resolved in the courts of [COURT JURISDICTION].

## 13. Entire Agreement

This Agreement constitutes the entire understanding between the Parties and supersedes all prior agreements relating to its subject matter. Amendments must be in writing and signed by both Parties.

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**Client**
Signature: ___________________________
Name: [SIGNATORY NAME]
Title: [SIGNATORY TITLE]
Date: [SIGNING DATE]

**Contractor**
Signature: ___________________________
Name: [SIGNATORY NAME]
Title: [SIGNATORY TITLE]
Date: [SIGNING DATE]
