Independent Contractor Agreement

INDEPENDENT CONTRACTOR SERVICES AGREEMENT

(State of Alabama)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement & Scope of Services
4. Term & Termination
5. Compensation & Taxes
6. Representations & Warranties
7. Covenants & Restrictions
8. Default & Remedies
9. Risk Allocation
10. Dispute Resolution
11. General Provisions
12. Execution Block
13. Exhibits

1. DOCUMENT HEADER

1.1 Parties

This Independent Contractor Services Agreement (the “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

(a) [COMPANY LEGAL NAME], an [Alabama] [corporation/limited liability company/other] with its principal place of business at [COMPANY ADDRESS] (“Company”); and

(b) [CONTRACTOR LEGAL NAME], a [state of formation] [sole proprietor/limited liability company/other] with its principal place of business at [CONTRACTOR ADDRESS] (“Contractor”).

Company and Contractor are each referred to herein individually as a “Party” and collectively as the “Parties.”

1.2 Recitals

A. Company desires to engage Contractor to perform certain services, and Contractor desires to perform such services for Company, all on an independent-contractor basis.
B. The Parties intend that Contractor shall at all times be and remain an independent contractor and not an employee of Company for any purpose, including without limitation for Alabama unemployment, workers’ compensation, and taxation purposes.
C. The Parties enter into this Agreement to set forth their respective rights and obligations.

NOW, THEREFORE, in consideration of the mutual covenants herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Capitalized terms not defined in this Section have the meanings assigned elsewhere in the Agreement.

“Affiliate” means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity.
“Applicable Law” means all federal, state (including, without limitation, the laws of the State of Alabama), and local statutes, regulations, ordinances, and common-law principles governing or relating to this Agreement or the services performed hereunder.
“Confidential Information” means all non-public information disclosed by or on behalf of a Party that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.
“Deliverables” means all materials, work product, and other items specified in the SOW to be delivered by Contractor.
“Services” means the services described in Exhibit A, together with any additional services agreed upon in a written change order executed by both Parties.
“SOW” means the Statement of Work attached hereto as Exhibit A, as amended from time to time in accordance with this Agreement.

3. OPERATIVE PROVISIONS

3.1 Engagement

Company hereby engages Contractor, and Contractor hereby accepts such engagement, to perform the Services strictly in accordance with this Agreement and the applicable SOW.

3.2 Performance Standards

(a) Contractor shall perform the Services (i) in a diligent, timely, professional, and workmanlike manner, (ii) in accordance with industry standards, and (iii) in compliance with all Applicable Law.
(b) Time is of the essence with respect to all performance obligations of Contractor hereunder.

3.3 Personnel & Subcontractors

Contractor may use its own employees or qualified subcontractors to perform the Services, provided that:
(i) Contractor remains fully responsible for all acts and omissions of such persons;
(ii) each subcontractor is bound by written agreements at least as protective of Company’s rights as this Agreement; and
(iii) no subcontractor relationship will create an employment relationship between Company and any subcontractor.

3.4 Tools, Equipment & Workspace

Contractor shall provide, at its own expense, all tools, equipment, software, and workspace necessary to perform the Services.

4. TERM & TERMINATION

4.1 Term

The term of this Agreement commences on the Effective Date and continues until [END DATE] or the completion of the Services, whichever occurs first, unless sooner terminated pursuant to this Section 4.

4.2 Termination for Convenience

Either Party may terminate this Agreement, or any SOW, for convenience upon [NUMBER] days’ prior written notice to the other Party.

4.3 Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party:
(a) materially breaches this Agreement and fails to cure such breach within ten (10) days after receipt of written notice; or
(b) becomes insolvent, makes an assignment for the benefit of creditors, or has a receiver appointed.

4.4 Effect of Termination

Upon expiration or termination of this Agreement:
(i) Contractor shall immediately cease performance of the Services;
(ii) Company shall pay Contractor all undisputed fees earned through the termination date; and
(iii) Sections 5.4, 6, 7.3, 8, 9, 10, and 11 survive.

5. COMPENSATION & TAXES

5.1 Fees

Company shall pay Contractor the fees set forth in Exhibit A (or any applicable SOW). Unless otherwise stated, fees are payable within thirty (30) days after receipt of a correct invoice.

5.2 Expenses

Contractor is solely responsible for all expenses incurred in connection with performance of the Services unless expressly identified in Exhibit A as reimbursable.

5.3 No Withholding; Tax Obligations

(a) Contractor acknowledges that Company will not withhold or pay on Contractor’s behalf any federal, state, or local income tax, unemployment tax, Social Security (FICA), Medicare, or any other payroll tax or contribution.
(b) Contractor is solely responsible for (i) filing all required tax returns and paying all taxes arising from compensation paid under this Agreement, and (ii) providing Company with a properly completed IRS Form W-9.

5.4 Alabama Worker Classification Indemnity

Contractor agrees to indemnify, defend, and hold harmless Company, its Affiliates, and their respective directors, officers, and employees from and against any and all liabilities, assessments, penalties, interest, and expenses (including reasonable attorneys’ fees) arising out of or related to any claim by any federal, state, or local governmental authority (including the Alabama Department of Labor and Alabama Department of Revenue) that Contractor, or any of its personnel, should be reclassified as an employee of Company.

6. REPRESENTATIONS & WARRANTIES

6.1 Mutual Representations

Each Party represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
(b) it has full power and authority to execute and deliver this Agreement and to perform its obligations hereunder;
(c) this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.

6.2 Contractor Representations

Contractor further represents and warrants that:
(a) Contractor has the requisite skill, experience, and resources to perform the Services;
(b) the Services and Deliverables will not infringe, misappropriate, or otherwise violate any intellectual-property rights of any third party;
(c) Contractor and its personnel will comply with all Applicable Law, including without limitation Alabama contractor licensing, insurance, and worker-classification requirements;
(d) Contractor maintains, and will continue to maintain throughout the Term, the insurance coverages set forth in Exhibit B.

6.3 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6, NEITHER PARTY MAKES ANY REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

6.4 Survival

The representations and warranties in this Section survive for two (2) years following the expiration or termination of this Agreement.

7. COVENANTS & RESTRICTIONS

7.1 Independent Contractor Relationship

(a) Nothing in this Agreement shall be construed to create an employer-employee, joint-venture, partnership, or agency relationship between the Parties.
(b) Contractor shall not represent to any third party that Contractor or its personnel are employees or agents of Company.

7.2 Compliance with Law

Contractor shall comply with all Applicable Law, including without limitation those relating to data privacy, export control, and occupational safety and health.

7.3 Confidentiality

Contractor shall:
(i) hold all Confidential Information in strict confidence;
(ii) not disclose Confidential Information to any third party except as required to perform the Services; and
(iii) use the Confidential Information solely for the purpose of performing the Services.
The obligations in this Section survive for five (5) years following expiration or termination of this Agreement, except that trade secrets shall be protected for so long as they remain trade secrets under Applicable Law.

7.4 Non-Solicitation

During the Term and for twelve (12) months thereafter, Contractor shall not, without Company’s prior written consent, solicit for employment or engagement any employee of Company with whom Contractor had material contact during the Term.

8. DEFAULT & REMEDIES

8.1 Events of Default

Each of the following constitutes an “Event of Default” by Contractor:
(a) Material breach of any representation, warranty, or covenant in this Agreement;
(b) Failure to meet any material deadline or performance milestone specified in the SOW;
(c) Failure to maintain required insurance;
(d) Insolvency or bankruptcy.

8.2 Notice and Cure

Upon the occurrence of an Event of Default, Company shall provide written notice to Contractor specifying the nature of the default. Contractor shall have ten (10) days from receipt of notice to cure the default, if curable.

8.3 Remedies

If an Event of Default remains uncured after the applicable cure period, Company may, in its sole discretion:
(i) suspend performance and payments;
(ii) terminate this Agreement in whole or in part;
(iii) recover any amounts paid for unperformed or non-conforming Services;
(iv) obtain injunctive relief; and/or
(v) pursue any other rights or remedies available at law or in equity.

8.4 Attorneys’ Fees

The prevailing Party in any action to enforce this Agreement is entitled to recover its reasonable attorneys’ fees and costs.

9. RISK ALLOCATION

9.1 Indemnification by Contractor

In addition to Section 5.4, Contractor shall indemnify, defend, and hold harmless Company and its Affiliates from and against any and all third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) to the extent arising out of or related to:
(a) the negligent acts or omissions or willful misconduct of Contractor or its personnel;
(b) any infringement or misappropriation of intellectual-property rights by the Deliverables; or
(c) Contractor’s breach of this Agreement.

9.2 Limitation of Liability

(a) EXCEPT FOR (i) CONTRACTOR’S INDEMNIFICATION OBLIGATIONS UNDER THIS AGREEMENT, (ii) DAMAGES ARISING FROM A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (iii) DAMAGES THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES.
(b) TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY COMPANY UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

9.3 Insurance

Contractor shall maintain the insurance coverages and limits set forth in Exhibit B and shall furnish Company with certificates of insurance evidencing such coverage upon request.

9.4 Force Majeure

Neither Party is liable for delay or failure to perform resulting from events beyond its reasonable control, including acts of God, war, terrorism, epidemic, governmental action, or utility failure, provided that the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

10. DISPUTE RESOLUTION

10.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Alabama, without regard to its conflict-of-laws provisions.

10.2 Exclusive Jurisdiction

Subject to Section 10.3, the state and federal courts located in [COUNTY], Alabama have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement, and each Party irrevocably submits to such jurisdiction.

10.3 Optional Arbitration

Either Party may elect, by written notice to the other Party, to submit any dispute to binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted in [CITY], Alabama before a single arbitrator. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section precludes a Party from seeking interim injunctive relief in court to preserve the status quo.

10.4 Jury Trial Waiver

To the fullest extent permitted by Applicable Law, each Party waives its right to a trial by jury in any litigation arising out of or relating to this Agreement.

10.5 Injunctive Relief

Each Party acknowledges that a breach of its confidentiality or intellectual-property obligations may cause irreparable harm for which monetary damages are inadequate. Accordingly, a Party may seek injunctive relief, without posting bond, in addition to any other remedies available.

11. GENERAL PROVISIONS

11.1 Amendment; Waiver

No amendment or modification of this Agreement is valid unless in writing and signed by authorized representatives of both Parties. No waiver of any breach constitutes a waiver of any other or subsequent breach.

11.2 Assignment

Contractor may not assign or delegate any of its rights or obligations under this Agreement without Company’s prior written consent. Any attempted assignment in violation of this Section is null and void.

11.3 Successors & Assigns

This Agreement is binding upon and inures to the benefit of the Parties and their respective permitted successors and assigns.

11.4 Severability

If any provision of this Agreement is determined to be invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to render it valid and enforceable.

11.5 Entire Agreement; Integration

This Agreement, together with its Exhibits, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior or contemporaneous agreements, proposals, or representations.

11.6 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which is deemed an original and all of which constitute one instrument. Signatures delivered by electronic means (including PDF and secure e-signature platforms) are binding.

12. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

13. EXHIBITS

Exhibit A – Statement of Work

[Include a detailed description of Services, Deliverables, milestones, deadlines, fee schedule, payment milestones, and any project-specific assumptions or exclusions.]

Exhibit B – Insurance Requirements

1. Commercial General Liability: $1,000,000 per occurrence / $2,000,000 aggregate.
2. Professional Liability (Errors & Omissions): $1,000,000 per claim.
3. Workers’ Compensation: Statutory limits under Alabama law (unless exempt as a sole proprietor with no employees).
4. Automobile Liability (if vehicles used in performance of Services): $1,000,000 combined single limit.

Exhibit C – Form W-9

[Attach completed IRS Form W-9 from Contractor.]