INDEPENDENT CONTRACTOR AGREEMENT

This INDEPENDENT CONTRACTOR AGREEMENT (hereinafter referred to as “the Agreement”) is made on [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. 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.[INSERT ANY ADDITIONAL PAYMENT TERMS OR REIMBURSEMENT DETAILS IF ANY]
   2. A deposit of [INSERT DEPOSIT AMOUNT] is required to commence the Work.
3. 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.
4. 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.
5. 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.
6. 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
7. 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.
8. 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.
9. 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.
10. WAIVER
    1. No failure by either party to exercise, nor any delay by either party in exercising, any right, privileges, power, authority or remedy hereunder shall operate as a waiver of that or any other right, privileges, power, authority or remedy of the Company, nor shall any single or partial exercise of any right, privileges, power, authority or remedy preclude any other or further exercise of that or any other right, privilege power, authority or remedy.
11. SEVERABILITY
    1. If any clause or section of the present debenture agreement is found to be unenforceable or unlawful, the rest of the provisions shall continue to be in force unless the arbitrator or competent courts order otherwise
12. GOVERNING LAW AND JURISDICTION
    1. The terms of this Agreement shall be governed and construed in accordance with the laws of [INSERT STATE/COUNTRY WITH APPLICABLE LAWS]. In regard to any disputes or disagreement arising under the Agreement, the parties shall submit to the exclusive jurisdiction of [INSERT COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF DISPUTE BETWEEN THE PARTIES].
13. 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]
14. 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 from and 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.
15. ENTIRE AGREEMENT
    1. This agreement 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.
    2. No amendments and/or modifications to this agreement shall be valid unless executed in writing and signed by both parties.
16. 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: [NAME OF CONTRACTOR/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [SIGNING DATE OF CONTRACTOR]

Signed, sealed and delivered on behalf of Client

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

Signature:

Date: [SIGNING DATE OF CLIENT]