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Sample - Long Contract
Standard Disclaimer: I am NOT a lawyer; nor were these samples reviewed by a lawyer before being posted. Although these are samples of actual contracts, they are based on situations I've encountered. What applies to these projects may or may not apply to your project. Details may need to be added, altered, or omitted. The purpose of posting these samples is to give you ideas.
Month Date, Year
INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is entered into this Nth day of Month, Year, by and between Client, a (name of State) and Contractor.
Client desires to retain Contractor, and Contractor desires to be retained by Client, as an independent contractor, to perform those services set forth on Schedule A (the "Services").
Client and Contractor agree:
In witness whereof, Client and Contractor have entered into this Agreement.
- Retention. Client retains the Contractor, and Contractor accepts retention by Client, to perform the Services in accordance with the terms and conditions set forth in this Agreement.
- Compensation. Client shall pay Contractor the compensation set forth on Schedule A ("Compensation") within 45 days of Client's receipt of Contractor's invoice. Contractor will not be entitled to any royalties, residual payments or any other payments arising out of the Services.
- Delivery Schedule and Acceptance. Contractor will deliver work to Client according to the delivery schedule specified by Client. The Services shall conform with the specifications and instructions of Client and is subject to Client's acceptance and approval.
Client has a maximum of (number) days to reject any deliverable in accordance with this Section, and must notify the Contractor within (number) days of receipt of work that additional editing revisions and/or amendments will be requested.
- Change of Scope: Alterations. If the scope of the Services changes from the description set forth in Schedule A, and if such change will increase the cost of the Services or alter the time schedule for delivery of any portion of the work, Contractor shall not perform such altered work until Contractor has received written notice signed by an officer of Client setting forth Client's approval of such alterations.
Client has the right to remove any portion of the work from the Contractor at any time, for any reason whatsoever. In the event that Client deems it necessary to remove any portion of the work from the Contractor, Client shall give the Contractor (number) days notice. In the event any portion of the work is removed from Contractor, the compensation payable to the Contractor shall be decreased by (percentage) of the amount of such compensation allocable to the work removed from the Contractor.
- *Additional Agreements of Client and Contractor. Contractor acknowledges and agrees that the terms and conditions of her retention by Client under this Agreement shall be subject to any requirements that (outside source) may in the future impose on Client with regard to the work. If any requirements imposed by (outside source) on Client shall impact upon Contractor's performance of the Services, or upon the relationship between Contractor and Client, written notice will be given by Contractor and/or Client. *not always applicable
- Force Majeure. If either party hereto is unable to perform any of its obligations hereunder by reason of fire or other casualty, strike, act or order of public authority, act of God, or other cause beyond the control of such party, then such party shall be excused from such performance during the pendancy of such cause.
- Ownership of Work. Works shall be considered made-for-hire under the United States Copyright Act and, at all stages of development, shall be and remain the sole and exclusive property of Client. Contractor further agrees to take all actions and execute and deliver all documents requested by Client, at Client's expense, in order to evidence the assignment of Contractor's rights in and to the Work to Client.
- Term and Termination. The term of Contractor's retention under this Agreement shall commence on the date first written above and shall continue until the Services are completed, unless Contractor's retention is terminated by either party as earlier provided in this Agreement.
- Representations and Warranties. Contractor represents and warrants to Client that the Contractor has the authority to enter into and perform Contractor's obligations under this Agreement.
- Permissions and Releases. Client shall indemnify and hold harmless the Contractor against any and all claims, costs and expenses, including attorney's fees, due to materials included with the Services at the request of Client.
- Credit. Client may, but shall not be obligated to, give Contractor credit on any products which Client may manufacture or sell. If Client elects to give such credit, such credit shall be given in such a manner as Client and Contractor may mutually elect.
- Confidentiality. During the course of Contractor's performance of services for Client, the Contractor will receive, have access to and create documents, records and information of a confidential and proprietary nature to Client and customers of Client. Contractor acknowledges and agrees that such information is an asset of Client or its client, is not generally known to the trade, is of a confidential nature and, to preserve the good will of Client and its clients must be kept strictly confidential and used only in the performance of Contractor's duties under this Agreement. Contractor agrees that Contractor will not use, disclose, communicate, copy or permit the use of disclosure of any such information to any third party in any manner whatsoever except to the existing employees of Client or as otherwise directed by Client in the course of Contractor's performance of services under this Agreement, and thereafter only with the written permission of Client. Upon termination of this Agreement or upon the request of Client, Contractor will return to Client all of the confidential information, and all copies or reproductions thereof, which are in Contractor's possession or control.
- Independent Contractor. Contractor is retained as an independent contractor of Client. Contractor acknowledges and agrees that (i) Contractor is solely responsible for the manner and form by which Contractor performs under this Agreement, and (ii) Contractor is a self-employed individual, who performs services similar to the Services for various entities and individuals other than Client. Contractor is responsible for the withholding and payment of all taxes and other assessments arising out of Contractor's performance of services hereunder, and neither Contractor nor any of Contractor's employees or independent contractors shall be entitled to participate in any employee benefit plans of Client. Contractor will not have the authority or represent herself as having the authority to bind or obligate Client in any manner whatsoever except for the terms set forth within this Agreement.
- Choice of Law. This Agreement shall be construed and enforced pursuant to the laws and decisions of the State of (name of State).
- Final Agreement. This Agreement, together with the Exhibits attached hereto, represent the final agreement of the parties with regard to the subject matter contained herein, and supersedes all prior and contemporaneous agreements between the parties, whether oral or written, with regard to such subject matter. Except as provided in Section 5 hereof, this Agreement shall not be amended or modified except in writing signed by Contractor and an officer of Client. In the event the terms of this Agreement shall be inconsistent in any manner with the provisions set forth in any purchase order of invoice from Contractor to Client, or from Client to Contractor, the terms of this Agreement shall be controlling on both parties.
By: __________________...... By: _________________
Contractor.................................Name of Person
Tax Id #:...................................Title:
Date: Month Date, Year..............Date: Month Date, Year
SCHEDULE A TO
INDEPENDENT CONTRACTOR AGREEMENT BETWEEN
CLIENT AND CONTRACTOR
Month Date, Year
SERVICES/WORK: Writing and/or editing for the XYZ text book series, grades X-Z. Duties include:
Editing: To make any corrections or changes felt to be necessary for the integrity and accuracy of the work. This will include but not be limited to theoretical, technical, grammatical, and educational aspects of the work, such as errors of logic or fact, omissions of necessary content such as safety information, poorly constructed sentences, spelling, stylistic inconsistencies, and grammatical flaws.
Note: Proofreading, that is reviewing the corrected manuscript to verify that editorial changes have been incorporated properly and that the layout is correct, can be completed by the Contractor during a separate review of the Work for an additional fee of $$/hour.
DELIVERY SCHEDULE: Edited work will be returned to Client by the Contractor within (number) days of receipt from Client.
INVOICING: Contractor will invoice Client at the rate of $$/hour. Invoices to be submitted by Contractor upon the completion of each chapter.
REIMBURSEMENT OF EXPENSES: Client will reimburse Contractor for any documented fax, long distance, and/or shipping expenses incurred during the course of this project and with Client's prior knowledge. Appropriate receipts or photocopies of receipts must be submitted to Client by the Contractor, with job-related expenses properly indicated.
PAYMENT SCHEDULE: Client will pay all Contractor invoices within 45 days of Client's receipt of invoice unless revisions are necessary. In the event that revisions are needed, Client has (number) days from receipt of work in-house to return materials to the Contractor for revision and correction; in the case of revision, Client has 45 days from Contractor's resubmission of Work to make invoice payment.
Contractor..............................Name of Person
Tax ID #:...............................Title:
Date: Month Date, Year...........Date: Month Date, Year
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Friday, August 10, 2007