SUBCONTRACTOR AGREEMENT

This Independent Contractor Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT THE DATE ON WHICH THE AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT NAME OF THE SUBCONTRACTOR],  having registered office at [INSERT ADDRESS OF THE SUBCONTRACTOR] (hereinafter referred to as the “Subcontractor” 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 CONTRACTOR], having registered office at [INSERT ADDRESS OF THE SUBCONTRACTOR] (hereinafter referred to as the “Contractor” 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 “Subcontractor” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Subcontractor is engaged in providing certain Contracting services to the Contractor.
2. The Subcontractor possesses the necessary skills, expertise, qualifications to provide the requested services.
3. The Contractor desires to engage the services of Subcontractor for completion of certain work.
4. The Subcontractor and Contractor mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
5. The parties are duly authorized and have the capacity to enter into this agreement.
6. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Subcontractor” shall mean an individual who is engaged in providing certain contracting services to the Contractor.
   2. “Contractor” shall mean an individual who hires the Subcontractor for the completion of a specific work.
   3. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   4. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. TERM AND TERMINATION
   1. The term shall commence on the effective date hereof and shall continue for a period of [INSERT TERM OF THE AGREEMENT], unless terminated earlier or extended as per the terms of this agreement.
   2. Notwithstanding any other provisions herein contained, and without prejudice to any other rights, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT NOTICE PERIOD TO TERMINATE THE AGREEMENT] days.
3. SCOPE OF WORK
   1. The Subcontractor agrees to perform the services mentioned in Exhibit-A, in connection with the services provided, the Subcontractor shall deliver the required deliverables to the Contractor.
   2. The Subcontractor shall complete the services and deliver the deliverables according to the timeline as agreed upon by both the parties.
   3. The Contractor has no right to assign any other services to the Subcontractor other than as specifically mentioned in this agreement.
4. PAYMENT
   1. The Contractor shall pay a maximum total of [INSERT AMOUNT PAYABLE BY THE CONTRACTOR AFTER COMPLETION OF THE WORK]plus any other taxes imposed by any federal, state or local government and any other amounts owed under this Agreement to the Subcontractor after the Completion of the work.
   2.  A deposit of [INSERT UPFRONT PERCENTAGE TO COMMENCE THE WORK]% of the total amount is required to commence the Work. All payments made to the Subcontractor under this Agreement must be in [INSERT FIAT CURRENCY].
5. SUBCONTRACTOR’S OBLIGATION
   1. The Subcontractor shall diligently and professionally in good-faith perform the services as mentioned in Exhibit-A.
   2. The Subcontractor shall exercise due-care and skill in executing the tasks and adhere to industry best practices.
   3. The Subcontractor shall strictly adhere to all applicable safety regulations, codes, and standards. The Subcontractor shall not Subcontract any portion of the work outlined in this agreement without the prior written consent of the Contractor.
   4. The Subcontractor shall keep a record of all the services performed and provide such documentation to the Contractor upon request.
   5. The Subcontractor shall not disclose any confidential information of the Contractor to any third-party without the prior permission of the Contractor.
6. CONTRACTOR’S OBLIGATION
   1. The Contractor shall provide timely payments to the Subcontractor for the services as per the agreed terms and conditions.
   2.  The Contractor shall provide constructive feedback on the Subcontractor's performance and deliverables, facilitating any necessary adjustments or improvements. If the Contractor wishes to modify the Scope of Work or the Services, the Contractor shall discuss such changes with the Subcontractor and agree on the appropriate adjustments to the timeline and compensation.
7. REPRESENTATION AND WARRANTIES
   1. Both Contractor and Subcontractor 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. Subcontractor represents and warrants that it has all the necessary licenses, permits and registrations, if any, required to perform the Services under this Agreement in accordance with applicable federal, state and local laws, rules and regulations and that it will perform the Services according to the Contractor’s guidelines and specifications and with the standard of care prevailing in the industry.
8. 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.
9. CONFIDENTIALITY
   1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   3. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
10. 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.
11. APPLICABLE LAW
    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: 
    3. By direct negotiations between the Contractor and Subcontractor. 
    4. 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.
12. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Contractor: [INSERT THE EMAIL ID OR/AND ADDRESS OF CONTRACTOR]
       2. If to the Subcontractor: [INSERT THE EMAIL ID OR/AND ADDRESS OF SUBCONTRACTOR]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
13. 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.
14. 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 the 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.
15. 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 Subcontractor

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

Signature:

Date: [INSERT THE DATE ON WHICH SUBCONTRACTOR SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Contractor

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

Signature:

Date: [INSERT THE DATE ON WHICH CONTRACTOR SIGNS THE AGREEMENT]

EXHIBIT-A

(DESCRIPTION OF SERVICES)

[MENTION DESCRIPTION OF SERVICES]