INDEPENDENT CONTRACTOR SERVICES AGREEMENT

(California)

[// GUIDANCE: This template is drafted under California law and incorporates CA-specific worker-classification, tax, and insurance provisions (see Exhibit B). Remove brackets and complete all placeholders before execution.]

TABLE OF CONTENTS

1. Article 1 – Definitions
2. Article 2 – Engagement; Services; Term
3. Article 3 – Compensation & Payment Terms
4. Article 4 – Representations & Warranties
5. Article 5 – Covenants & Restrictions
6. Article 6 – Risk Allocation (Insurance, Indemnification, Liability Limits)
7. Article 7 – Confidentiality & Intellectual Property
8. Article 8 – Default, Termination & Remedies
9. Article 9 – Dispute Resolution
10. Article 10 – General Provisions
11. Execution Block
12. Exhibit A – Statement of Work
13. Exhibit B – California Independent Contractor Classification & Tax Compliance Rider

DOCUMENT HEADER

This INDEPENDENT CONTRACTOR SERVICES AGREEMENT (this “Agreement”) is entered into as of [Effective Date] (the “Effective Date”) by and between:

• [CLIENT LEGAL NAME], a [State] [entity type] with its principal place of business at [Address] (“Client”); and
• [CONTRACTOR LEGAL NAME], a [State] [entity type/individual] with its principal place of business at [Address] (“Contractor”).

Client and Contractor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.” The Parties agree as follows:

ARTICLE 1 – DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Definitions apply equally to singular and plural forms and to all tenses of defined verbs.

1.1 “ABC Test” means the worker-classification test codified under California law requiring that (A) the worker is free from the hirer’s control and direction; (B) the worker performs work outside the usual course of the hirer’s business; and (C) the worker is customarily engaged in an independently established trade or business.
1.2 “Affiliate” means, with respect to a Party, an entity that directly or indirectly controls, is controlled by, or is under common control with that Party.
1.3 “Applicable Law” means all federal, state, and local laws, rules, regulations, orders, and ordinances applicable to a Party or to the Services, including California labor, tax, and insurance laws.
1.4 “Business Day” means any day other than a Saturday, Sunday, or legal holiday in the State of California.
1.5 “Client Materials” means all data, information, software, specifications, and other materials provided by or on behalf of Client to Contractor.
1.6 “Confidential Information” has the meaning set forth in Section 7.1.
1.7 “Deliverables” means all tangible and intangible work product created by Contractor for Client under this Agreement.
1.8 “Force Majeure Event” has the meaning set forth in Section 6.6.
1.9 “Services” means the services described in Exhibit A and any mutually agreed written change orders thereto.
1.10 “Specifications” means the functional, technical, and performance requirements for the Deliverables and Services set forth or referenced in Exhibit A.
1.11 “Term” has the meaning set forth in Section 2.3.

[// GUIDANCE: Add or delete defined terms to match your Statement of Work.]

ARTICLE 2 – ENGAGEMENT; SERVICES; TERM

2.1 Engagement. Client hereby engages Contractor, and Contractor accepts such engagement, to perform the Services strictly as an independent contractor and not as an employee, joint venturer, partner, or agent of Client.

2.2 Performance of Services.
(a) Contractor shall perform the Services in a timely, professional, and workmanlike manner consistent with industry standards and the Specifications.
(b) Contractor shall furnish, at its own expense, all equipment, materials, and labor necessary to perform the Services except as expressly provided in Exhibit A.
(c) Contractor retains sole and absolute discretion over the means and methods of performing the Services, subject only to the results-oriented Specifications agreed by the Parties.

2.3 Term. The term of this Agreement (the “Term”) commences on the Effective Date and continues until (a) completion of the Services; or (b) earlier termination pursuant to Article 8.

ARTICLE 3 – COMPENSATION & PAYMENT TERMS

3.1 Fees. Client shall pay Contractor the fees set forth in Exhibit A (the “Fees”) in accordance with the milestones or schedule therein.

3.2 Expenses. Except as expressly provided in Exhibit A, Contractor is solely responsible for all costs and expenses incurred in performing the Services. Reimbursable expenses must be pre-approved in writing by Client.

3.3 Invoicing & Payment.
(a) Contractor shall submit itemized invoices to Client at the frequency specified in Exhibit A.
(b) Unless disputed in good faith, Client shall pay undisputed amounts within [___] days after receipt of each invoice.
(c) Late payments accrue interest at [the lesser of 1.0% per month or the maximum rate permitted by law].

3.4 Taxes. Contractor is solely responsible for all federal, state, and local taxes, withholdings, and other statutory obligations arising from the Fees, all as further addressed in Exhibit B.

3.5 Set-Off. Client may offset any undisputed amounts owed by Contractor to Client against amounts payable to Contractor under this Agreement.

ARTICLE 4 – REPRESENTATIONS & WARRANTIES

4.1 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; and
(c) this Agreement constitutes a valid and binding obligation, enforceable against such Party in accordance with its terms.

4.2 Contractor Representations & Warranties. Contractor further represents and warrants that:
(a) the Services and Deliverables will conform to the Specifications and be performed in a diligent and professional manner using qualified personnel;
(b) Contractor is and will remain properly licensed, permitted, and insured to perform the Services in California;
(c) Contractor will comply with all Applicable Law, including those governing independent contractors, taxation, and insurance;
(d) neither the Services nor Deliverables will infringe, misappropriate, or otherwise violate any intellectual-property rights of any third party; and
(e) Contractor’s execution and performance of this Agreement does not and will not conflict with any other agreement or obligation by which Contractor is bound.

4.3 Warranty Remedies. Client’s exclusive remedy and Contractor’s sole obligation for breach of the warranties in Section 4.2 shall be, at Client’s option and Contractor’s expense: (a) re-performing the non-conforming Services; (b) replacing or correcting non-conforming Deliverables; or (c) refunding the portion of Fees allocable to the non-conforming Services or Deliverables.

4.4 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

ARTICLE 5 – COVENANTS & RESTRICTIONS

5.1 Compliance. Contractor shall maintain all licenses, permits, and registrations required for the lawful performance of the Services, including any professional qualifications specified in Exhibit A.

5.2 Non-Solicitation. During the Term and for [___] months thereafter, Contractor shall not, without Client’s prior written consent, solicit for employment or engagement any employee of Client with whom Contractor had material contact through the Services.

5.3 Notices & Reporting. Contractor shall promptly notify Client in writing of:
(a) any material deviation from the Specifications;
(b) any event that may reasonably result in delay, increased cost, or non-performance; and
(c) any actual or alleged violation of Applicable Law relating to the Services.

5.4 Books & Records; Audit. During the Term and for 2 years thereafter, Contractor shall maintain complete and accurate books and records relating to the Services and Fees and shall make such records available for Client’s inspection upon reasonable prior notice no more than twice per calendar year.

ARTICLE 6 – RISK ALLOCATION

6.1 Insurance. Contractor, at its own expense, shall maintain in full force throughout the Term:
(a) Commercial General Liability with limits not less than $[] per occurrence and $[] aggregate;
(b) Professional Liability/Errors & Omissions with limits not less than $[] per claim (if applicable to Services);
(c) Automobile Liability (owned, hired, non-owned) with limits not less than $[] combined single limit (if vehicles used); and
(d) Workers’ Compensation insurance as required by California law or, if exempt, a valid CA Department of Industrial Relations (DIR) exemption statement.

Contractor shall provide certificates of insurance evidencing the foregoing coverages within 5 Business Days after the Effective Date and upon renewal. Client shall be named as additional insured on policies in Sections 6.1(a)–(c).

6.2 Indemnification by Contractor. Contractor shall indemnify, defend, and hold harmless Client, its Affiliates, and their respective officers, directors, employees, and agents (“Client Indemnitees”) from and against all claims, damages, liabilities, losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) Contractor’s breach of this Agreement;
(b) bodily injury, death, or property damage caused by Contractor or its personnel;
(c) infringement or misappropriation of any third-party intellectual-property right by the Deliverables or Services; and
(d) any failure by Contractor or its personnel to comply with Applicable Law, including tax, labor, and employment laws.

6.3 Limitation of Liability.
(a) Aggregate Cap. EXCEPT FOR EXCLUDED CLAIMS (defined below), THE TOTAL LIABILITY OF EITHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (i) TWO TIMES THE TOTAL FEES PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT, OR (ii) THE INSURANCE LIMITS MAINTAINED PURSUANT TO SECTION 6.1.
(b) Excluded Claims. The limitations in Section 6.3(a) do not apply to: (i) a Party’s indemnification obligations; (ii) a Party’s breach of its confidentiality obligations; (iii) gross negligence or willful misconduct; or (iv) claims that cannot be limited under Applicable Law.

6.4 Waiver of Consequential Damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

6.5 No Risk Shifting to Client. Nothing in this Agreement shall be construed to impose on Client any obligation to indemnify or insure Contractor.

6.6 Force Majeure. A Party is excused from performance to the extent prevented by a Force Majeure Event (e.g., natural disaster, act of government, pandemic, or other event beyond reasonable control) provided such Party (a) promptly notifies the other Party, (b) uses commercially reasonable efforts to mitigate effects, and (c) resumes performance as soon as practicable. Payment obligations accrued prior to the Force Majeure Event are not excused.

ARTICLE 7 – CONFIDENTIALITY & INTELLECTUAL PROPERTY

7.1 Confidential Information. “Confidential Information” means all non-public information disclosed by a Party (“Discloser”) to the other Party (“Recipient”) that is designated as confidential or that, given the nature of the information or circumstances surrounding disclosure, reasonably should be understood to be confidential.

7.2 Obligations. Recipient shall (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement, (b) not disclose Confidential Information to any third party except to its personnel with a need to know and subject to confidentiality obligations at least as protective, and (c) protect Confidential Information using no less than reasonable care.

7.3 Exclusions. Confidential Information does not include information that: (a) is or becomes publicly available without breach; (b) is independently developed without use of Discloser’s information; (c) is rightfully received from a third party without confidentiality obligation; or (d) is approved for release in writing by Discloser.

7.4 Mandatory Disclosure. Recipient may disclose Confidential Information to the extent required by law or court order, provided Recipient gives prompt notice (to the extent legally permitted) and cooperates with Discloser’s efforts to obtain protective treatment.

7.5 Equitable Relief. Recipient agrees that breach of this Article 7 would cause irreparable harm not fully compensable in money damages and that Discloser is entitled to seek injunctive relief without the necessity of posting bond.

7.6 Intellectual Property.
(a) Pre-Existing IP. Each Party retains all right, title, and interest in and to its pre-existing intellectual-property assets.
(b) Work Made For Hire. To the extent permitted by law, all Deliverables shall be deemed “work made for hire” for Client. Where not so deemed, Contractor hereby irrevocably assigns to Client all right, title, and interest in and to the Deliverables, including all intellectual-property rights.
(c) Further Assurances. Contractor shall execute all documents and take all actions reasonably requested by Client to perfect Client’s ownership rights under this Section 7.6.

ARTICLE 8 – DEFAULT, TERMINATION & REMEDIES

8.1 Events of Default. The following constitute “Events of Default”:
(a) a material breach of this Agreement by either Party that remains uncured 15 days after written notice;
(b) Contractor’s failure to meet any milestone or deliverable date by more than [___] days after written notice;
(c) insolvency, bankruptcy, or assignment for the benefit of creditors by either Party; or
(d) failure to maintain required insurance.

8.2 Termination.
(a) For Convenience. Either Party may terminate this Agreement upon 30 days’ prior written notice for any reason.
(b) For Cause. Client may terminate immediately upon an Event of Default by Contractor. Contractor may terminate upon an uncured Event of Default by Client.

8.3 Effect of Termination. Upon expiration or termination of this Agreement:
(a) Contractor shall cease all Services, deliver to Client all Deliverables (whether complete or in-process) and Client Materials, and provide reasonable transition assistance for up to 30 days at Client’s request and at the rates in Exhibit A;
(b) Client shall pay Contractor for (i) Services satisfactorily performed through the termination date, and (ii) approved Expenses incurred through the termination date; and
(c) all provisions that by their nature should survive (including Articles 4, 6, 7, 9, and Sections 8.3) shall so survive.

8.4 Remedies Not Exclusive. The rights and remedies provided in this Agreement are cumulative and in addition to any other rights and remedies available at law or in equity.

ARTICLE 9 – DISPUTE RESOLUTION

9.1 Governing Law. This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws rules.

9.2 Forum Selection & Exclusive Jurisdiction. Subject to Section 9.3, the state and federal courts located in [County], California, shall have exclusive jurisdiction over any action arising out of or relating to this Agreement, and the Parties hereby submit to the personal jurisdiction of such courts and waive any objection based on inconvenient forum.

9.3 Arbitration. [OPTIONAL – DELETE IF NOT USED] Any dispute, controversy, or claim arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by [JAMS/AAA] in accordance with its [Comprehensive/Commercial] Arbitration Rules in effect at the time of the filing of the demand. The arbitration shall be conducted by a single neutral arbitrator in [County], California. Judgment on the award may be entered in any court of competent jurisdiction.

[// GUIDANCE: If Section 9.3 (arbitration) is selected, it replaces litigation in Section 9.2; arbitration provides an enforceable jury-trial waiver under CA law.]

9.4 Injunctive Relief. Nothing in this Article 9 shall limit either Party’s right to seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Confidential Information or intellectual-property rights.

ARTICLE 10 – GENERAL PROVISIONS

10.1 Amendment & Waiver. No amendment of this Agreement is effective unless in writing and signed by both Parties. No waiver shall be effective unless in writing signed by the waiving Party.

10.2 Assignment & Delegation. Contractor may not assign, delegate, or transfer this Agreement or any rights or obligations hereunder without Client’s prior written consent, and any attempted assignment in violation of this Section 10.2 is void. This Agreement binds and benefits the Parties and their respective permitted successors and assigns.

10.3 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect, and the invalid provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable.

10.4 Entire Agreement. This Agreement, together with its Exhibits, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements or understandings, whether written or oral.

10.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one agreement. Signatures delivered electronically (e.g., via PDF or DocuSign) are deemed original signatures for all purposes.

10.6 Notices. All notices required or permitted under this Agreement must be in writing and delivered (a) by hand, (b) by reputable overnight courier, or (c) by certified mail (return receipt requested) to the addresses set forth above (or as later designated in writing). Notice is deemed given upon receipt.

10.7 Independent Contractors. The relationship of the Parties is that of independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, fiduciary, or employment relationship between the Parties.

10.8 Publicity. Contractor shall not issue any press release or make any public statement regarding its relationship with Client without Client’s prior written consent.

10.9 Interpretation. Headings are for convenience only and do not affect interpretation. The word “including” means “including without limitation.”

EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[// GUIDANCE: Add notarization or witness blocks if required for particular transactions.]

EXHIBIT A

STATEMENT OF WORK

1. Description of Services: [DETAILED DESCRIPTION]
2. Deliverables & Specifications: [LIST]
3. Milestones & Schedule: [LIST]
4. Fees: [FIXED, HOURLY, OR MILESTONE-BASED]
5. Invoicing Frequency: [WEEKLY/MONTHLY/ON COMPLETION]
6. Reimbursable Expenses: [YES/NO & DETAILS]
7. Key Personnel (if any): [NAME(S)]
8. Client-Provided Resources (if any): [LIST]

EXHIBIT B

CALIFORNIA INDEPENDENT CONTRACTOR CLASSIFICATION & TAX COMPLIANCE RIDER

B-1 Independent Contractor Status Under California Law.
(a) The Parties intend Contractor to be an independent contractor under the ABC Test and any other applicable worker-classification standards (e.g., Borello) in California.
(b) Nothing in this Agreement shall be construed to establish employment, and Contractor is not entitled to any Client employee benefits.
(c) Contractor acknowledges that it (i) controls the manner and means of performing the Services; (ii) performs work outside the usual course of Client’s business; and (iii) is customarily engaged in an independent trade or business of providing services similar to the Services.

B-2 Tax Obligations.
(a) Contractor shall timely file all required tax returns and pay all taxes arising from the Fees.
(b) Contractor shall provide Client a completed IRS Form W-9 (or Form W-8, as applicable) before receiving payment.
(c) If Client is required by law to withhold taxes from the Fees, Client may do so and shall remit the withheld amounts to the appropriate taxing authority, crediting such amounts against amounts payable to Contractor.

B-3 Insurance Compliance.
(a) If Contractor has employees, Contractor shall maintain California Workers’ Compensation insurance covering all such employees for the duration of the Services.
(b) If Contractor is a sole proprietor with no employees, Contractor shall (i) maintain personal health coverage adequate to cover potential work-related injuries, or (ii) provide Client with a DIR-approved Workers’ Compensation waiver signed under penalty of perjury.
(c) Contractor shall comply with all California insurance reporting and notice requirements, including, where applicable, filing proof of workers’ compensation coverage with the DIR.

B-4 Re-Classification Risk Allocation.
(a) Contractor shall indemnify, defend, and hold harmless the Client Indemnitees from any liability (including taxes, penalties, interest, and attorneys’ fees) arising from any governmental or judicial determination that Contractor or its personnel are employees of Client.
(b) Contractor shall cooperate fully in any audit or investigation by a governmental authority concerning worker classification.

B-5 Recordkeeping & On-Site Access. Contractor shall retain for at least four (4) years and make available to Client upon request all records reasonably necessary to demonstrate compliance with the independent contractor requirements under California law.

[// GUIDANCE: Consider requiring Contractor to complete a stand-alone questionnaire evidencing compliance with each element of the ABC Test and attach it to this Exhibit.]

END OF TEMPLATE