INDEPENDENT CONTRACTOR AGREEMENT

This INDEPENDENT CONTRACTOR AGREEMENT (hereinafter referred to as “the Agreement”) is made on [INSERT DATE ON WHICH THE AGREEMENT COMES INTO FORCE]

hereinafter referred as the “Effective Date”) between:

[INSERT NAME OF THE CONTRACTOR], having registered office at [INSERT ADDRESS OF THE CONTRACTOR] (hereinafter referred as the “Contractor” or “Independent Contractor”). which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

And

[INSERT NAME OF THE CLIENT], having registered office at [INSERT ADDRESS OF THE CLIENT] (hereinafter referred as the “Client”). which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns);

The “Contractor” and the “Client” shall be collectively referred as “Parties” and individually as “Party”.

WHEREAS

1. The Client is engaged in [INSERT THE INDUSTRY THAT THE CLIENT OPERATES IN];
2. The Contractor is an independent professional with the necessary qualifications, expertise, and experience to provide the Services as described in this Agreement;
3. The parties wish to enter into a contract in writing.

NOW, THEREFORE IN CONSIDERATION OF THE MUTUAL PREMISES, THE PARTIES HERETO AGREE AS FOLLOWS:

• 1. SCOPE OF SERVICES
     1. The Client hereby engages Contractor to provide the following services (the "Services"):[INSERT THE SPECIFIC TASKS AND SERVICES TO BE PERFORMED BY THE CONTRACTOR]
     2. The Contractor shall complete the services and deliver the deliverables according to the timeline as agreed upon by both the parties.
  2. TERM
     1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
  3. CONTRACTOR’S OBLIGATIONS
     1. The Contractor shall diligently and professionally in good-faith perform the services as mentioned in this Agreement.
     2. The Contractor shall exercise due-care and skill in executing the tasks and perform adhering to industry best practices.
     3. The Contractor shall be available to offer consultation and support to address any related inquiries or concerns raised by the client during the term of this agreement and for a period of [INSERT TIME PERIOD THAT THE CONTRACTOR WILL BE AVAILABLE FOR CONSULTATION AFTER END OF AGREEMENT] after the completion of such services.
     4. The Contractor shall keep a record of all the services performed and provide such documentation to the Client upon request.
     5. The Contractor shall not disclose any confidential information of the Client to any third-party without the prior permission of the Client.
  4. CLIENT’S OBLIGATIONS
     1. The Client shall provide timely payments to the Contractor for the services as per the agreed terms and conditions.
     2. The Client shall not interfere with the Contractor's work or activities, allowing the Contractor to perform the Services as they see fit, provided that the results meet the agreed- upon quality standards.
     3. If the Client wishes to modify the Scope of Work or the Services, the Client shall discuss such changes with the Contractor
  5. PAYMENT TERMS
     1. In consideration of the Services to be provided by Contractor, the Client shall pay Contractor the sum of [INSERT AMOUNT PAYABLE BY THE CLIENT TO THE CONTRACTOR] per [ INSERT HOUR/DAY/WEEK/MONTH/PROJECT], as agreed upon by both parties.
     2. [INSERT ANY ADDITIONAL PAYMENT TERMS OR REIMBURSEMENT DETAILS IF ANY]
     3. A deposit of [INSERT DEPOSIT AMOUNT] is required to commence the Work.
  6. REPRESENTATION AND WARRANTY
     1. Both Parties represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter into or perform this Agreement.
     2. A party may represent that it owns or has the right to use certain intellectual property, equipment, or other resources that will be utilized during the Agreement.
     3. The party warrants that the information provided during the negotiation or performance of the agreement is accurate and true.
     4. The party warrants that it holds valid title or rights to the assets or resources it is contributing to the Agreement.
     5. The party warrants that its contributions or resources will not infringe on third-party intellectual property rights.
  7. CONFIDENTIALITY
     1. The Contractor agrees to maintain the confidentiality of all proprietary, confidential, or trade secret information (“Confidential Information”) disclosed or made available by the Client during the term of this Agreement, whether written, verbal, or electronic, including but not limited to business plans, client lists, marketing strategies, financial data, technical specifications, and any other material designated as confidential.
  8. INTELLECTUAL PROPERTY
     1. Any intellectual property or work product created or developed by the Contractor during the course of providing the services shall become the property of the Client. Contractor hereby assigns all rights, title, and interest in such intellectual property to the Client.
  9. TERMINATION
     1. This Agreement may be terminated by Client if the Contractor defaults in the performance of any duties and/or obligations or materially breaches any of the terms and conditions of this Agreement and fails to cure such default breach within [INSERT NOTICE PERIOD TO TERMINATE THE AGREEMENT] days after the service of written notice upon it of such default or breach.
  10. INDEMNIFICATION
      1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless fromand against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
  11. LIABILITY
      1. The Contractor shall be liable for any damages, losses, or expenses arising out of or resulting from their gross negligence, willful misconduct, or material breach of this Agreement.
      2. Except for liability arising from gross negligence, fraud, or willful misconduct, the Contractor’s total liability to the Client for any claim arising under this Agreement shall not exceed the total fees paid to the Contractor under this Agreement.
      3. In no event shall either party be liable to the other for any indirect, incidental, consequential, special, or punitive damages, including lost profits or business interruption, even if advised of the possibility of such damages.
  12. DISPUTE RESOLUTION
      1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
      2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator. The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
  13. GOVERNING LAW AND JURISDICTION
      1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
      2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner:
         1. By direct negotiations between the Contractor and Client
         2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
  14. FORCE MAJEURE
      1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
  15. NON-SOLICITATION CLAUSE
      1. During the term of this Agreement and for a period of [INSERT THE DURATION FOR WHICH THE NON SOLICIATION CLAUSE WILL AP, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT SOLICIT] agrees not to, directly or indirectly:
      2. Solicit, induce, or attempt to solicit or induce any employee, contractor, or agent of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] to terminate their relationship with [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] or to join any business or entity associated with [INSERT THE PARTY THAT SHALL NOT SOLICIT].
      3. Solicit, induce, or attempt to solicit or induce any customer, client, or business partner of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE] with whom [INSERT THE PARTY THAT SHALL NOT SOLICIT] had contact or became aware of during the term of this Agreement, for the purpose of diverting business or engaging in a competing activity.
      4. Both parties agree that the duration, scope, and terms of this non-solicitation clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE PARTY THAT IS PROTECTED UNDER NON-SOLICITATION CLAUSE].In the event of a breach or threatened breach of this clause, [INSERT THE PARTY THAT IS PROTECTED UNDER NON- SOLICITATION CLAUSE] shall be entitled to seek injunctive relief and any other legal or equitable remedies available, without the requirement to post bond or other security.
  16. NON- DISPARAGEMENT
      1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
      2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
  17. NOTICES
      1. Any notice or communication under or in connection with this Agreement shall be in writing and may be delivered personally or by post or facsimile to the addresses given in this Agreement or may also be delivered via electronic mail specified by the Parties. The Electronic Signatures shall be acknowledged as valid signatures for all the purposes of this Agreement.
         1. CONTRACTOR: [INSERT THE EMAIL ID OR/AND ADDRESS OF CONTRACTOR]
         2. CLIENT: [INSERT THE EMAIL ID OR/AND ADDRESS OF CLIENT]
  18. INDEPENDENT CONTRACTOR
      1. Contractor acknowledges and agrees that they shall perform the Services as an independent contractor and not as an employee, agent, or partner of the Client. The Contractor retains full control over the manner and means by which the Services are performed and shall be solely responsible for all taxes, insurance, and other statutory obligations arising from the performance of the Services under this Agreement.
  19. SUB-CONTRACTOR
      1. The Contractor may engage or assign other subcontractors to assist in performing the services, provided that the contractor remains responsible for the quality and timeliness of the subcontractor’s work.
  20. MISCELLANEOUS
      1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
      2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
      3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
      4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument.
      5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
      6. Amendments and Assignments: Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
      7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
  21. INDEPENDENT LEGAL ADVICE
      1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
      2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
  22. DECLARATION
      1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Contractor

Name: [INSERT NAME OF CONTRACTOR/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF CONTRACTOR]

Signed, sealed and delivered on behalf of Client

Name: [INSERT NAME OF CLIENT/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF CLIENT]