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Independent Contractor Agreement

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Your Independent Contractor Agreement

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INDEPENDENT CONTRACTOR AGREEMENT

THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") dated this ________ day of ________________, ________

BETWEEN:

Client

____________________________________________________
(the "Client")

Contractor

____________________________________________________
(the "Contractor")
  1. BACKGROUND
  2. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
  3. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

  1. Services Provided
  2. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):
    • _______________________________________________________________
      _______________________________________________________________.
  3. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
  4. Term of Agreement
  5. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.
  6. Performance
  7. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
  8. Currency
  9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in AUD (Australian Dollars).
  10. Payment
  11. The Contractor will charge the Client a flat fee of $__________ for the Services (the "Payment").
  12. The Client will be invoiced when the Services are complete.
  13. Invoices submitted by the Contractor to the Client are due within 30 days of receipt.
  14. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of the Contractor.
  15. The Payment as stated in this Agreement does not include sales tax, or other applicable duties as may be required by law. Any sales tax and duties required by law will be charged to the Client in addition to the Payment.
  16. Reimbursement of Expenses
  17. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
  18. All expenses must be pre-approved by the Client.
  19. Confidentiality
  20. Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
  21. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
  22. Ownership of Intellectual Property
  23. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
  24. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.
  25. Return of Property
  26. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
  27. Capacity/Independent Contractor
  28. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
  29. Notice
  30. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
    1. ______________________
      ______________________________
    2. ______________________
      ______________________________

    or to such other address as either Party may from time to time notify the other.

  31. Indemnification
  32. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
  33. Modification of Agreement
  34. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
  35. Time of the Essence
  36. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
  37. Assignment
  38. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
  39. Entire Agreement
  40. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
  41. Enurement
  42. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
  43. Titles/Headings
  44. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
  45. Gender
  46. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  47. Governing Law
  48. This Agreement will be governed by and construed in accordance with the laws of the State of.
  49. Severability
  50. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
  51. Waiver
  52. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.

_______________________________
______________________(Client)
_______________________________
______________________(Contractor)
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Independent Contractor Agreement Information

Alternate Names:

An Independent Contractor Agreement is also called a:

  • Consulting Agreement
  • Consultant Contract
  • Freelance Contract
  • Service Agreement
  • Subcontractor Agreement

What is an Independent Contractor Agreement?

An Independent Contractor Agreement is a written contract between a professional service provider and a client that describes details such as:

  • The services being provided
  • The contractor's and client's contact information
  • Billing details (such as hourly rates, retainer fees, late fees, and payment dates)
  • Other terms (such as the contract period or claims to intellectual property)

Who can use an Independent Contractor Agreement?

You can use LawDepot's Independent Contractor Agreement if you are a contractor, subcontractor, or client who wants to document the terms of a service.

An independent contractor (sometimes known as a freelancer or consultant) is a business, corporation, or self-employed individual that provides services as required by a client in exchange for payment.

A subcontractor is an independent contractor hired by another independent contractor to help complete a project, often to perform a discrete or specialized task.

A client hires and pays for the services provided by the contractor.

What is the difference between an employee and an independent contractor?

An employee and an independent contractor are both paid for their service, but there are fundamental differences between the two. The following section highlights how employees and contractors are treated differently when it comes to taxes and superannuation, rights, responsibilities, payment terms, and the duration of employment:

Employee

  • Taxes and superannuation: income tax is deducted from an employee's wage, and the employer also contributes to a superannuation fund for the employee
  • Rights: entitled to pay obligations such as paid leave, minimum wage, and more
  • Responsibilities: typically works a set number of hours and uses tools/equipment supplied by the employer
  • Payment terms: paid a set wage at regular intervals (weekly, fortnightly, or monthly)
  • Duration of employment: has indefinite employment status, whether full-time or part-time

Independent contractor

  • Taxes and superannuation: typically pays their own taxes, GST, and superannuation, unless otherwise specified in an agreement
  • Rights: not entitled to paid leave or minimum wage (unless established in an agreement), but is paid an hourly rate or flat fee
  • Responsibilities: decides how many hours are required to complete the job and uses their own tools/equipment
  • Payment terms: establishes payment amount, method, and dates with an agreement
  • Duration of employment: hired for a set time period

There are many differentiating factors between an employee and an independent contractor, especially regarding workplace rights and entitlements. If you are establishing a work relationship with an employee, not a contractor, you can use LawDepot's Employment Contract instead.

What billing details can be included in an Independent Contractor Agreement?

A contractor may include specific details regarding payment terms in their written agreement, such as a flat fee, hourly rate, retainer fee, or late payment charge.

A flat fee is when a payment is made in full and at a certain time. Contractors may choose to charge a flat fee when:

  • The project is a routine job that can be completed quickly
  • They wish to avoid administrative duties (like logging hours)
  • The client is on a strict budget

An hourly rate is when a payment is earned as the work is being completed and is paid periodically. Contractors may choose to charge an hourly rate when:

  • The project is expected to be ongoing or long-term
  • They wish to be transparent about the value of their work
  • There's potential for the project scope to increase or decrease (additional projects may be added or removed)

A predetermined retainer fee is a payment made upfront, upon signing the contract, to guarantee the contractor's commitment to the project (often set within 10 to 50% of the total contract amount).

Late payment charges are additional charges that occur when payments are overdue, often set within 2 to 10% per month on the owed amount.

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