Contract with Independent Contractor with Provisions for
Termination With or Without Cause
Contract made on the (date), between (Name of Owner) of (street address, city, county,
state, zip code), referred to herein as Owner, and (Name of Contractor), a corporation organized
and existing under the laws of the state of ______________, with its principal office located at
(street address, city, county, state, zip code), referred to herein as Contractor.
Whereas, Owner owns and operates a (type of business) business at the address set
forth above, and Owner desires to have the following services performed at Owner's place of
business (type of services to be contracted for).
Whereas, Contractor agrees to perform these services for Owner under the terms and
conditions set forth in this Contract.
Now, therefore, for and in consideration of the mutual covenants contained in this
Contract, and other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties agree as follows:
1. Description of Work
The work to be performed by Contractor includes all services generally performed by
Contractor in Contractor's usual line of business, including, but not limited to, the following:
(description of work to be performed).
Owner will pay Contractor $_______ for the work to be performed under this Contract,
according to the schedule set forth in Exhibit A attached hereto and made a part hereof.
3. Relationship of the Parties
Contractor is an independent contractor and is not an employee, servant, partner or joint
venturer of Owner. Owner shall determine the services to be provided by Contractor, but
Contractor shall determine the legal means by which it accomplishes the services in accordance
with this Contract. Owner is not responsible for withholding, and shall not withhold or deduct
from the commissions FICA or taxes of any kind, unless such withholding becomes legally
required. Contractor is not entitled to receive the benefits which employees of Owner and is not
entitled to receive and shall not be entitled to workers compensation, unemployment
compensation, medical insurance, life insurance, paid vacations, paid holidays, pension, profit
sharing, or Social Security on account of his services to Owner.
The work to be performed under this Contract will be performed entirely at Contractor's
risk, and Contractor assumes all responsibility for the condition of tools and equipment used in
the performance of this contract. Contractor will carry, for the duration of this contract, public
liability insurance in an amount acceptable to Owner. Contractor agrees to indemnify Owner for
any and all liability or loss arising in any way out of the performance of this contract.
5. Duration of Contract
This Contract shall remain in force for a term of (specify period time) from the date of this
Contract. Notwithstanding the foregoing, either party may terminate this Contract by giving (e.g.
30) days' written notice to the other of its intent to terminate this agreement. Such termination
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may be made with or without cause. During the giving (e.g. 30) period after such notice is sent,
the parties shall continue to act toward each other in good faith.
Owner shall not be liable to Contractor for any expenses paid or incurred by the
Contractor unless otherwise agreed to in writing.
7. Materials, Supplies, Equipment, and Tools
The Contractor shall supply, at its own expense, all materials, supplies, equipment and
tools required to accomplish the work agreed to be performed in accordance with this Contract.
8. No Authority to Bind Owner
The Contractor has no authority to enter into contracts on behalf of the Owner. This
Contract does not create a partnership between the parties.
9. Compliance with Laws
The Contractor represents that it has complied with all federal, state and local laws
regarding business permits and licenses that may be required to carry out the work to be
performed under this Contract.
The invalidity of any portion of this Contract will not and shall not be deemed to affect the
validity of any other provision. If any provision of this Contract is held to be invalid, the parties
agree that the remaining provisions shall be deemed to be in full force and effect as if they had
been executed by both parties subsequent to the expungement of the invalid provision.
11. No Waiver
The failure of either party to this Contract to insist upon the performance of any of the
terms and conditions of this Contract, or the waiver of any breach of any of the terms and
conditions of this Contract, shall not be construed as subsequently waiving any such terms and
conditions, but the same shall continue and remain in full force and effect as if no such
forbearance or waiver had occurred.
12. Governing Law
This Contract shall be governed by, construed, and enforced in accordance with the
laws of the State of __________.
Any notice provided for or concerning this Contract shall be in writing and shall be
deemed sufficiently given when sent by certified or registered mail if sent to the respective
address of each party as set forth at the beginning of this Contract.
14. Attorneyâ€™s Fees
In the event that any lawsuit is filed in relation to this Contract, the unsuccessful party in
the action shall pay to the successful party, in addition to all the sums that either party may be
called on to pay, a reasonable sum for the successful party's attorney fees.
15. Mandatory Arbitration
Any dispute under this Contract shall be required to be resolved by binding arbitration of
the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one
arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall
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arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration
Association then in force and effect.
16. Entire Contract
This Contract shall constitute the entire Contract between the parties and any prior
understanding or representation of any kind preceding the date of this Contract shall not be
binding upon either party except to the extent incorporated in this Contract.
17. Modification of Contract
Any modification of this Contract or additional obligation assumed by either party in
connection with this Contract shall be binding only if placed in writing and signed by each party
or an authorized representative of each party.
18. Assignment of Rights
The rights of each party under this Contract are personal to that party and may not be
assigned or transferred to any other person, firm, corporation, or other entity without the prior,
express, and written consent of the other party.
19. In this contract, any reference to a party includes that party's heirs, executors,
administrators, successors and assigns, singular includes plural and masculine includes
WITNESS our signatures as of the day and date first above stated.
(Name of Contractor)
(Printed Name) (Printed Name & Office in Corporation)
(Signature of Owner) (Signature of Officer)
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