INDEPENDENT CONTRACTOR AGREEMENT
THIS AGREEMENT is made and entered
into this day of
, 20 , by and
between , with offices at , in the City of , and
the State of , hereinafter referred to as the "Contractor",
and
, whose address is , in the City of , and the State of
, hereinafter referred to as the
"Subcontractor".
WITNESSETH:
WHEREAS, the Contractor is engaged
in the business of , and the
Subcontractor is engaged in the
business of ; and
WHEREAS, the Contractor desires to
enter into this Agreement with the
Subcontractor, providing, among
other things, for Subcontractor's services
to the Contractor; and
WHEREAS, the Subcontractor desires
to enter into this Agreement with
respect to his services to the
Contractor, upon the terms and conditions
hereinafter set forth.
NOW, THEREFORE, the parties agree
as follows:
1.
The Contractor shall retain the Subcontractor and the Subcontractor
shall assist the Contractor upon the
terms and conditions hereinafter set
forth.
2.
Term. The term of this Agreement
shall commence on the day of
, 19 , and terminate on the
day of , 19 , unless terminated
prior to that date as set out
hereinafter.
3.
Duties of Subcontractor. During
the period of this Agreement, the
Subcontractor shall have the full
and complete obligation and
responsibility for the performance of the duties and/or work
described in
the attached Exhibit "A"
for the Contractor and the Subcontractor shall be
obligated to the Contractor for the
performance of all such duties and/or
work.
During the period hereof, the Subcontractor shall assist the
Contractor and shall perform any
and all services required or requested in
connection with the Contractor's
business. Within the limitations herein
provided, the Subcontractor will render
such services of an advisory nature
as may be requested from time to
time by the Contractor.
4.
Time Requirements. The
Subcontractor shall devote, during the term of
this Agreement, such of his time,
energy, and skill as is necessary in the
performance of his duties hereunder and shall
periodically, or at any time,
upon the request of the Contractor,
submit data as to the time requirements
of work performed and to be
performed by him for the Contractor in
connection with this Agreement.
5.
Fees to Subcontractor. The
Contractor shall pay the Subcontractor on a
"per
project" basis for services in connection with this Agreement, the
exact amount for each project to be
agreed upon in writing by the
Contractor and the Subcontractor,
prior to any work being performed, or, in
the alternative, per the attached
Exhibit "B".
6.
Relation of the Parties. The
Subcontractor is retained by the
Contractor only for the purposes
and to the extent set forth in this
Agreement and the Subcontractor's
relationship to the Contractor shall,
during the term of this Agreement, be
that of an Independent Contractor.
The Contractor shall not withhold,
from sums becoming payable to the
Subcontractor hereunder, any
amounts for State or Federal Income Tax, or
for FICA (Social Security) Taxes, during the term of
this Agreement. The
Subcontractor shall be free to
dispose of such portions of his entire time,
energy and skill as he is not obligated
to devote hereunder to the
Contractor
in such manner as he deems advisable. The
Subcontractor shall
not be considered as having an
employee status or as being entitled to
participate in any plans, arrangements or
distributions by the Contractor
pertaining to or in connection with any pension, stock,
bonus, profit
sharing or other benefit extended to the Contractor's
employees.
7.
Worker's Compensation. If
required by the laws of this State, the
Contractor shall maintain in full
force and effect a policy of worker's
compensation insurance covering the
Subcontractor during the term of this
Agreement and the Subcontractor's
account shall be debited by the proration
of premiums thereon attributable to
the Subcontractor.
8.
Professional Responsibility.
Nothing in this Agreement shall be
construed to interfere with or otherwise
affect the rendering of services
by the Subcontractor in accordance
with his independent and professional
judgment.
The Subcontractor shall perform his services substantially in
accordance with generally accepted practices
and principles of his trade.
This Agreement shall be subject to the rules and
regulations of any and
all organizations and associations to
which the Subcontractor may from time
to time belong and to the laws and regulations governing the practice
of
the Subcontractor's trade in this
State.
9.
Indemnity to Subcontractor. The
Contractor indemnifies the
Subcontractor against any loss or
liability which the Subcontractor may
sustain by reason of any contract entered
into by the Contractor with any
principal, but this indemnity shall not
extend to any loss which the
Subcontractor may incur by reason
of the work performed by the
Subcontractor
hereunder.
10. Termination.
This Agreement may be terminated at any time, with or
without cause, by either party upon
thirty (30) days written notice.
11. Notice.
Any notice required to be given hereunder shall be deemed
given on the third (3rd) business day
following mailing of any such notice,
postage paid, to the address set out
herein above.
12. Income Tax Designation. In the event that the Internal Revenue
Service should determine that the
subcontractor is, according to I.R.S.
guidelines, an employee subject to
withholding and social security
contributions, the subcontractor shall
acknowledge, as the subcontractor
acknowledges herein, that all payments to the
subcontractor are gross
payments, and the subcontractor is
responsible for all income taxes and
social security payments thereon.
IN WITNESS WHEREOF, the parties
have hereunto set their hands and seals the
day and year first above written.
Signed, sealed and delivered in
the presence of:
"CONTRACTOR"
______________________________
______________________________
Witness
______________________________
Witness
"SUBCONTRACTOR"
______________________________
______________________________
Witness
______________________________
Witness
EXHIBIT "A"
Duties and/or Work to be Performed by Subcontractor
EXHIBIT "B"
Alternate Fee Arrangement
