Free Independent Contractor Agreement

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Independent Contractor Agreement


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INDEPENDENT CONTRACTOR AGREEMENT

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

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 indefinitely until terminated as provided in this Agreement.
  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 SGD (Singapore Dollars).
  10. Payment
  11. The Contractor will charge the Client a flat fee of S$__________ for the Services (the "Payment").
  12. The Contractor will invoice the Client when the Services are complete.
  13. Invoices submitted by the Contractor to the Client are due within 30 days of receipt.
  14. The Payment as stated in this Agreement does not include GST, or other applicable duties as may be required by law. Any GST and duties required by law will be charged to the Client in addition to the Payment.
  15. Reimbursement of Expenses
  16. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
  17. All expenses must be pre-approved by the Client.
  18. Confidentiality
  19. 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.
  20. 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 authorized 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.
  21. Ownership of Intellectual Property
  22. 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.
  23. 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 unauthorized use of the Intellectual Property.
  24. Return of Property
  25. 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.
  26. Capacity/Independent Contractor
  27. 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.
  28. Right of Substitution
  29. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
  30. In the event that the Contractor hires a sub-contractor:
    • the Contractor will pay the sub-contractor for its services and the Payment will remain payable by the Client to the Contractor.
    • for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.
  31. Autonomy
  32. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
  33. Equipment
  34. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
  35. No Exclusivity
  36. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
  37. Notice
  38. 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:
    • ______________________
      ______________________________
    • ______________________
      ______________________________

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

  39. Indemnification
  40. 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.
  41. Modification of Agreement
  42. 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 authorized representative of each Party.
  43. Time of the Essence
  44. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
  45. Assignment
  46. 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.
  47. Entire Agreement
  48. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
  49. Enurement
  50. 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.
  51. Titles/Headings
  52. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
  53. Gender
  54. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  55. Governing Law
  56. This Agreement will be governed by and construed in accordance with the laws of Singapore.
  57. Severability
  58. 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.
  59. Waiver
  60. 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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Last updated: May 24, 2022

What is an Independent Contractor Agreement?

An Independent Contractor Agreement is a contract between a contractor and client that outlines the terms and conditions of their working arrangement. An independent contractor is a self-employed individual or business entity that provides a product or service for a client in exchange for payment.

An Independent Contractor Agreement is suitable for use whether a client hires a contractor for a single job, a fixed term, or on an ongoing or indefinite basis. The terms usually include details regarding timelines, a payment schedule, and the scope of the work or project.

An Independent Contractor Agreement is also known as a:

Who should create an Independent Contractor Agreement?

Both contractors and clients can create Independent Contractor Agreements. The parties may draft an agreement together, or one party may create one independently.

Since contractors and freelancers usually determine their rates or fees, it is typical for them to be the ones to create agreements for their clients to sign. Contractors and self-employed freelancers may include:

  • Construction professionals
  • Carpenters
  • Recruiters
  • Plumbers
  • Auto mechanics
  • Electricians
  • Repairpeople
  • Instructors
  • Web developers
  • Graphic designers

If a contractor does not present a client with an agreement, the client can take the initiative to create one for both of them to sign.


Why should I use an Independent Contractor Agreement?

Whether you are a contractor or a client, there are many reasons why you should use an Independent Contractor Agreement, including the following:

  • It provides legal protections for the independent contractor and the client
  • It sets clear expectations for the service and the end product
  • It can reduce miscommunications and minimise the risk of conflict
  • It creates a record of billing terms, including the payment amount and date
  • It can eliminate confusion over deadlines and time expectations
  • It outlines who will own any intellectual property created under the arrangement
  • It can ensure that a client’s confidential information remains private

The easiest way to create a written contract is by using an Independent Contractor Agreement template. Our template is customised for Singapore and offers a range of clauses to cover a wide variety of business relationships.

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

Understanding the factors that determine whether someone is an employee or an independent contractor helps prevent the misclassification of employees. Companies must avoid misclassifying their staff as contractors to comply with the law and file their taxes correctly.

An independent contractor:

  • Is not covered by The Employment Act
  • Has no entitlement to employee benefits
  • May hire their own employees or subcontractors to help complete services
  • Sends invoices to clients
  • Reports their income as business income and not as salary when filing income tax
  • Usually works on a fixed-term or fixed project basis
  • Uses their own tools or equipment
  • Has control over how they want to complete a project

An employee:

  • Signs an Employment Contract
  • Is covered and protected by The Employment Act
  • Receives in-house training
  • May receive employment benefits, such as vacation time or medical benefits
  • May undergo employment reviews
  • Has their job description and wage controlled by their employer
  • Does not necessarily have control over how they complete their work

How do I create an Independent Contractor Agreement?

To create an Independent Contractor Agreement, the contractor and the client need to:

  • Set the duration of the contract
  • Describe the services that the contractor will provide
  • Outline how much the client will pay the contractor
  • Specify whether the client will cover expenses or provide resources
  • Specify whether either party can penalise the other for things, such as late payments or unfinished work
  • Specify which party will retain ownership rights upon completion of the contract, if any intellectual property is involved, 

How do I protect confidential information when working with a contractor?

If you hire a contractor for a project in which they will have access to private information, such as intellectual property or customer data, you may be concerned about confidentiality. Intangible assets, such as trade secrets, are valuable to you or your business, so you must take steps to protect them.

When working with a contractor, include a confidentiality clause in your Independent Contractor Agreement to protect your information. This clause prohibits the contractor from sharing any of your confidential information. In this instance, confidential information means any private or proprietary data or information relating to you, whether business or personal, that is not generally known. Generally, it is expected that the release of confidential information could cause harm to you, the client.

Suppose you have already created an Independent Contractor Agreement that does not contain a confidentiality clause, and now you would like to take steps to protect private information. In this case, you do not have to create a new contractor agreement. Instead, you can have the contractor sign a Non-Disclosure Agreement or Confidentiality Agreement.

Related documents:

  • Confidentiality Agreement: Prevent receiving parties from sharing or using sensitive information.
  • Consulting Agreement: Outline the terms of a given service between a consultant and client.
  • Employment Contract: Outline the terms of a working relationship between an employee and employer, including their rights and responsibilities.
  • Non-Disclosure Agreement: Define the confidential information you are sharing with someone and outline how they can use it.
  • Partnership Agreement: Govern a business relationship between two or more individuals or corporations that are working together.
  • Service Contract: Set out the terms and conditions of a service provided by one party to another.
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