INDEPENDENT CONTRACTOR AGREEMENT

(Gig Economy / On-Demand Services)

This Independent Contractor Agreement ("Agreement") is entered into as of [__/__/____] ("Effective Date")

BETWEEN:

COMPANY:
Name: [________________________________]
Type: [☐ Corporation ☐ LLC ☐ Partnership ☐ Sole Proprietorship]
Address: [________________________________]
City: [________________] State: [____] Zip: [________]
Contact: [________________________________]
Email: [________________________________]

AND:

INDEPENDENT CONTRACTOR:
Name: [________________________________]
☐ Individual ☐ Business Entity: [________________]
Address: [________________________________]
City: [________________] State: [____] Zip: [________]
Phone: [(___)___-____]
Email: [________________________________]

ARTICLE 1: RELATIONSHIP OF PARTIES

1.1 Independent Contractor Status

The parties expressly agree that Contractor is an independent contractor and not an employee, partner, agent, or joint venturer of Company. This Agreement does not create an employment relationship.

1.2 Indicia of Independence

The parties acknowledge that Contractor:

☐ Has the right to control and direct the means, manner, and method of performing services
☐ Is free from control or direction over performance of services
☐ Customarily engages in an independently established trade, occupation, or business
☐ May work for other clients, including Company's competitors
☐ Is responsible for own business expenses and overhead
☐ Determines own schedule and hours of work
☐ Provides own equipment, tools, and supplies
☐ Has opportunity for profit or loss based on managerial skill
☐ Is responsible for own taxes and benefits
☐ May hire assistants or subcontractors (subject to Section 4.3)

1.3 No Exclusivity

☐ This is a non-exclusive arrangement. Contractor may provide services to other persons or entities, including those in competition with Company.

☐ This arrangement includes limited exclusivity as follows:
[________________________________]

ARTICLE 2: SERVICES

2.1 Description of Services

Contractor agrees to provide the following services ("Services"):

☐ On-demand delivery services
☐ Rideshare/transportation services
☐ Task-based services: [________________________________]
☐ Professional services: [________________________________]
☐ Creative/freelance services: [________________________________]
☐ Other: [________________________________]

Detailed Scope:
[________________________________]
[________________________________]
[________________________________]

2.2 Platform/Application Access

☐ Company provides access to digital platform/application for:
- Receiving service requests
- Tracking services
- Processing payments
- Customer communications

☐ Platform access is:
☐ Required for all services
☐ Optional; Contractor may obtain work independently

2.3 Service Standards

Contractor agrees to:
☐ Perform services in a professional and workmanlike manner
☐ Comply with all applicable laws and regulations
☐ Maintain any required licenses, permits, or certifications
☐ Maintain required insurance coverage
☐ Meet reasonable quality standards

2.4 Right to Decline

☐ Contractor has the unrestricted right to accept or decline service requests
☐ There are no minimum service requirements
☐ Contractor will not be penalized for declining requests

ARTICLE 3: COMPENSATION

3.1 Payment Structure

Contractor shall be compensated as follows:

☐ Per-Task/Per-Delivery:
Base rate: $[________] per [task/delivery/trip]
Plus: [________________________________]

☐ Time-Based:
Rate: $[________] per [hour/day/week]

☐ Commission-Based:
[____]% of [________________________________]

☐ Hybrid Model:
[________________________________]

☐ Customer Tips:
☐ 100% of tips go to Contractor
☐ Tips allocated as follows: [________________________________]

3.2 Expenses and Deductions

☐ Contractor Responsible For:
☐ Vehicle costs (fuel, maintenance, insurance, depreciation)
☐ Equipment and supplies
☐ Phone/data costs
☐ Licensing and permit fees
☐ Other: [________________________________]

☐ Company Deductions:
☐ Platform/service fee: [____]% or $[________]
☐ Insurance contribution: $[________]
☐ Other: [________________________________]

3.3 Payment Terms

Payment Frequency:
☐ After each completed service
☐ Daily
☐ Weekly
☐ Bi-weekly
☐ Other: [________________________________]

Payment Method:
☐ Direct deposit/ACH
☐ Company payment platform
☐ Check
☐ Other: [________________________________]

Minimum Payout Threshold: $[________] (if applicable)

3.4 No Employee Benefits

Contractor understands and agrees that Contractor is not entitled to:
☐ Minimum wage guarantees (except as required by law)
☐ Overtime pay
☐ Health insurance or benefits
☐ Retirement benefits
☐ Paid time off
☐ Workers' compensation (Contractor responsible for own coverage)
☐ Unemployment insurance
☐ Any other employee benefits

ARTICLE 4: CONDUCT OF SERVICES

4.1 Schedule and Availability

☐ Contractor sets own schedule without minimum hours
☐ No requirement to be available at specific times
☐ Contractor may log on/off platform at will
☐ No penalties for unavailability

4.2 Method of Performance

☐ Contractor controls the manner and means of performing services
☐ Company does not dictate specific routes, methods, or procedures
☐ Contractor may use own judgment in completing services

4.3 Assistants and Subcontractors

☐ Contractor may hire assistants or subcontractors to perform services
☐ Contractor is responsible for all payments to assistants/subcontractors
☐ Assistants must meet Company's background check requirements (if applicable)
☐ Assistants must be registered with Company's platform (if applicable)

4.4 Equipment and Supplies

Contractor shall provide:
☐ Vehicle meeting requirements: [________________________________]
☐ Smartphone with data plan
☐ Insulated delivery bags/equipment
☐ Appropriate attire
☐ Tools and supplies for services
☐ Other: [________________________________]

Company provides:
☐ Access to platform/application
☐ Marketing materials
☐ Training materials (optional)
☐ Other: [________________________________]

ARTICLE 5: INSURANCE AND SAFETY

5.1 Contractor's Insurance

Contractor shall maintain at own expense:

☐ Auto Insurance (if using vehicle):
- Liability: $[________] per occurrence
- ☐ Commercial/rideshare endorsement required

☐ General Liability Insurance:
- Coverage: $[________] per occurrence

☐ Professional Liability Insurance:
- Coverage: $[________] per occurrence

☐ Workers' Compensation:
- Contractor is responsible for own coverage (if desired/required)

☐ Occupational Accident Insurance:
- ☐ Provided by Company at Contractor's option
- ☐ Contractor obtains independently

5.2 Proof of Insurance

Contractor shall provide certificates of insurance upon request.

5.3 Safety Requirements

Contractor agrees to:
☐ Comply with all traffic and safety laws
☐ Not operate under influence of drugs or alcohol
☐ Maintain vehicle in safe operating condition
☐ Report accidents or incidents promptly
☐ Complete safety training (if offered)

ARTICLE 6: BACKGROUND CHECK AND ELIGIBILITY

6.1 Background Check

☐ Contractor authorizes Company to conduct background check
☐ Background check will include:
☐ Criminal history
☐ Motor vehicle records
☐ Identity verification
☐ Other: [________________________________]

6.2 Ongoing Eligibility

Contractor must maintain:
☐ Valid driver's license
☐ Required insurance coverage
☐ Clean driving record meeting Company standards
☐ Any required permits or licenses
☐ Authorization to work in the United States

6.3 Disqualifying Events

Contractor must immediately notify Company of:
☐ License suspension or revocation
☐ Criminal charges or convictions
☐ Accidents or moving violations
☐ Insurance cancellation
☐ Other disqualifying events

ARTICLE 7: CONFIDENTIALITY

7.1 Confidential Information

Contractor agrees to keep confidential:
☐ Customer information and data
☐ Company trade secrets and proprietary information
☐ Pricing and compensation structures
☐ Business strategies and plans
☐ Platform algorithms and technology

7.2 Customer Data

Contractor shall:
☐ Only use customer data to perform services
☐ Not contact customers outside the platform for business purposes
☐ Not share customer information with third parties
☐ Delete customer data after service completion

ARTICLE 8: INTELLECTUAL PROPERTY

8.1 Company Property

Contractor acknowledges that Company owns:
☐ Platform and application
☐ Trademarks, logos, and branding
☐ Customer relationships developed through platform
☐ Data generated through platform use

8.2 Contractor Work Product

☐ Any work product created for Company belongs to Company
☐ Contractor retains ownership of pre-existing materials

ARTICLE 9: TERM AND TERMINATION

9.1 Term

☐ Indefinite Term: This Agreement continues until terminated
☐ Fixed Term: From [__/__/____] to [__/__/____]

9.2 Termination

Either party may terminate:
☐ At any time, for any reason, with or without cause
☐ With [____] days' written notice
☐ Immediately upon material breach
☐ Immediately upon deactivation from platform

9.3 Effect of Termination

Upon termination:
☐ All outstanding payments due within [____] days
☐ Contractor's platform access revoked
☐ Confidentiality obligations survive
☐ Contractor returns any Company property

ARTICLE 10: DISPUTE RESOLUTION

10.1 Arbitration

☐ Binding Arbitration Required:
- Disputes resolved through binding arbitration
- Arbitration administered by: [________________________________]
- Location: [________________________________]
- Governing rules: [________________________________]

☐ Class Action Waiver:
- Contractor waives right to participate in class actions
- All claims must be brought individually

☐ Opt-Out Right:
- Contractor may opt out of arbitration within [____] days
- Opt-out must be in writing to: [________________________________]

10.2 Alternative Dispute Resolution

☐ No mandatory arbitration
☐ Disputes may be resolved in court of competent jurisdiction

10.3 Governing Law

This Agreement governed by laws of [State: ________________]

ARTICLE 11: TAX MATTERS

11.1 Tax Responsibility

Contractor is solely responsible for:
☐ All federal, state, and local income taxes
☐ Self-employment taxes (Social Security and Medicare)
☐ Estimated tax payments
☐ All tax filings and reporting

11.2 Tax Forms

☐ Contractor shall provide completed W-9 before receiving payment
☐ Company will issue Form 1099-NEC for payments over $600 annually
☐ Company will not withhold taxes from payments

11.3 Tax ID

Contractor Tax ID (SSN or EIN): [________________________________]

ARTICLE 12: INDEMNIFICATION

12.1 Contractor Indemnification

Contractor shall indemnify and hold Company harmless from:
☐ Claims arising from Contractor's performance of services
☐ Contractor's breach of this Agreement
☐ Contractor's violation of law
☐ Personal injury or property damage caused by Contractor
☐ Claims by Contractor's employees or subcontractors
☐ Tax liabilities related to Contractor's status

12.2 Limitation of Liability

☐ Company's liability limited to $[________] or amounts paid in prior [____] months
☐ No consequential, incidental, or punitive damages

ARTICLE 13: GENERAL PROVISIONS

13.1 Entire Agreement

This Agreement constitutes the entire agreement between the parties.

13.2 Amendments

Amendments must be in writing signed by both parties, except Company may update platform terms with notice.

13.3 Severability

If any provision is unenforceable, remaining provisions remain in effect.

13.4 No Waiver

Failure to enforce any provision is not a waiver.

13.5 Assignment

Contractor may not assign without Company's consent.

13.6 Electronic Acceptance

☐ Electronic signature/acceptance is valid and binding

ARTICLE 14: STATE-SPECIFIC REQUIREMENTS

California (AB5/Dynamex)

☐ Company certifies this arrangement meets ABC Test requirements:
- (A) Free from control and direction
- (B) Outside usual course of Company's business OR Contractor has independent business
- (C) Customarily engaged in independent trade/business

☐ Contractor acknowledged as exempt under Business & Professions Code § 7026 or other exemption: [________________________________]

Massachusetts

☐ Complies with M.G.L. c. 149, § 148B (ABC Test)

New Jersey

☐ Complies with N.J.S.A. 43:21-19(i)(6) (ABC Test)

New York

☐ Complies with NY Labor Law worker classification standards

Other State: [________________]

☐ [________________________________]

ARTICLE 15: SIGNATURES

By signing below, the parties agree to all terms of this Agreement.

COMPANY:

Signature: _________________________________

Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

INDEPENDENT CONTRACTOR:

Signature: _________________________________

Name: [________________________________]

Date: [__/__/____]

☐ I have read and understand this Agreement
☐ I acknowledge my status as an independent contractor
☐ I understand I am responsible for my own taxes and insurance
☐ I have had the opportunity to consult with an attorney

EXHIBIT A: SERVICE SPECIFICATIONS

[Additional details about services, rates, or requirements]

EXHIBIT B: PLATFORM TERMS OF SERVICE

[Reference to or copy of platform terms]

END OF INDEPENDENT CONTRACTOR AGREEMENT