INDEPENDENT CONTRACTOR AGREEMENT

THIS AGREEMENT is made as of [DATE], between [CLIENT NAME] ("Client") and [CONTRACTOR NAME] ("Contractor").

1. SERVICES

The Contractor agrees to provide the following services (the "Services"):

• [DETAILED DESCRIPTION OF SERVICES]
• [DELIVERABLES]
• [TIMELINE/MILESTONES]

2. TERM

• Start Date: [DATE]
• End Date: [DATE or "until completion of Services"]
• This Agreement may be terminated by either Party with [NUMBER] days written notice.

3. COMPENSATION

• Fee: $[AMOUNT] per [HOUR / DAY / PROJECT / MONTH]
• Total estimated: $[AMOUNT]
• Invoicing: [WEEKLY / MONTHLY / ON MILESTONE]
• Payment terms: Within [NUMBER] days of invoice receipt
• Expenses: [PRE-APPROVED EXPENSES / NOT REIMBURSED]
• Currency: [CAD / USD]

4. INDEPENDENT CONTRACTOR STATUS

1. The Contractor is an independent contractor, not an employee.
2. The Contractor is responsible for their own income tax, CPP/Social Security, and insurance.
3. The Contractor is not entitled to employee benefits, vacation pay, or sick leave.
4. The Contractor has control over the manner and means of performing the Services, subject to deadlines and specifications.
5. The Contractor may provide services to other clients, provided there is no conflict of interest.

5. CONFIDENTIALITY

The Contractor shall keep confidential all proprietary information of the Client, including:

• Business plans and strategies
• Customer information
• Financial data
• Technical information
• This obligation survives [NUMBER] years after termination.

6. INTELLECTUAL PROPERTY

• All work product, deliverables, and intellectual property created under this Agreement shall be the sole property of the Client upon creation.
• The Contractor assigns all rights, title, and interest in such work product to the Client.
• [IF APPLICABLE: Contractor retains rights to pre-existing tools/methods, grants Client a license]

7. WARRANTIES

The Contractor warrants that:

1. The Services shall be performed in a professional and workmanlike manner.
2. The work product does not infringe any third-party intellectual property rights.
3. The Contractor has the skills and qualifications to perform the Services.

8. INSURANCE

• The Contractor shall maintain:
  • Commercial General Liability: minimum $[AMOUNT]
  • Professional Liability (E&O): minimum $[AMOUNT]
  • [OTHER AS REQUIRED]
• Proof of insurance to be provided upon request.

9. LIMITATION OF LIABILITY

• The Contractor's total liability shall not exceed the total fees paid under this Agreement.
• Neither Party shall be liable for indirect, consequential, or punitive damages.
• [IF APPLICABLE: Exclusions for gross negligence/willful misconduct]

10. TERMINATION

• Either Party may terminate for material breach with [NUMBER] days written notice to cure.
• The Client may terminate immediately for cause.
• Upon termination, the Contractor shall be paid for Services completed up to the termination date.

11. GENERAL

• Governing Law: [JURISDICTION]
• Notices: [ADDRESSES AND METHOD]
• Assignment: Contractor may not assign without written consent.
• Entire Agreement: This is the entire agreement between the Parties.

Client: _______________________ Date: __________

Contractor: _______________________ Date: __________