Independent Contractor Agreement

CALIFORNIA INDEPENDENT CONTRACTOR SERVICES AGREEMENT

CLASSIFICATION-FIRST USE LIMIT

This Agreement records the business deal and the parties' intended work
practices. It does not create independent-contractor status, waive a worker's
rights, transfer a hiring party's legal duties, or decide which classification
test applies. Actual practice must match the completed schedules.

Do not sign until California counsel completes Schedule 2 for every individual
who will perform Services.

1. Parties and Effective Date

This Independent Contractor Services Agreement (the “Agreement”) is made
as of [__/__/____] by:

Client and Contractor are each a “Party” and together the “Parties.”

Contractor tax-form name and identification: [W-9 OR OTHER APPROVED RECORD]

2. Engagement and Statements of Work

2.1 Client engages Contractor to perform the services described in one or more
signed Statements of Work (“SOWs”). Contractor accepts that engagement on
the terms of this Agreement and the applicable SOW.

2.2 Each SOW must identify:

• the project and business result;
• specific services and excluded services;
• deliverables, milestones, dependencies, and objective acceptance criteria;
• start date, target dates, and completion or renewal terms;
• fees, invoice requirements, payment dates, expenses, and taxes;
• tools, systems, facilities, materials, and personnel supplied by each Party;
• access, security, privacy, licensing, and insurance requirements; and
• any term that changes this Agreement for that SOW.

2.3 If an SOW conflicts with this Agreement, [THIS AGREEMENT / THE SOW] controls
for that SOW, except that a nonwaivable legal requirement always controls.

3. Performance and Work Practices

3.1 Contractor shall perform the Services and deliver the agreed results in
accordance with the applicable SOW.

3.2 Subject to the SOW's result, deadlines, lawful site rules, security
controls, and acceptance criteria, Contractor will determine the ordinary
method, sequence, staffing, and working time used to perform the Services.

3.3 Client will not direct day-to-day work in a manner inconsistent with the
completed classification review. A request, approval workflow, system control,
schedule, location requirement, training, supervision practice, or change in
actual operations must be reported to the reviewers identified in Schedule 2.

3.4 Contractor may use personnel or subcontractors only as stated in the SOW.
Before access begins, Contractor shall identify each person, obtain required
approval, complete the same classification and coverage review, and bind that
person to applicable confidentiality, security, and work-product duties.

3.5 Contractor remains responsible for managing and paying Contractor's
approved personnel and for their performance, subject to any legal conclusion
recorded in Schedule 2.

4. Term, Changes, and Termination

4.1 This Agreement begins on the Effective Date and continues until
[END DATE / TERMINATED UNDER THIS SECTION]. Each SOW has its own term.

4.2 Either Party may terminate an SOW for convenience on [____] days' written
notice. [CLIENT / EITHER PARTY / NEITHER PARTY] may terminate the Agreement for
convenience on [____] days' written notice.

4.3 A Party may terminate an affected SOW for material breach if the breach is
not cured within [____] days after detailed written notice. A shorter or no-cure
route applies only to: [SPECIFIC, NEGOTIATED EVENTS].

4.4 On expiration or termination:

• Contractor shall stop or transition work as directed in writing;
• each Party shall return or dispose of the other's property as instructed;

• Contractor shall deliver completed and paid-for work plus agreed work in
  progress;

• Contractor shall submit a final itemized invoice;

• Client shall pay undisputed earned amounts under the payment terms;

• the Parties shall document disputed amounts and noncancelable commitments;
  and

• only provisions that by their nature or express wording are intended to
  continue will survive.

Transition services, rate, and maximum period: [DETAILS / NONE]

5. Fees, Invoices, Expenses, and Taxes

5.1 Compensation

• ☐ Fixed project fee: $[________]
• ☐ Milestone fees: [SCHEDULE]
• ☐ Hourly or daily rate: $[________]
• ☐ Unit or other formula: [DETAILS]
• ☐ Retainer or deposit: [DETAILS]

No minimum volume or exclusivity is promised unless stated here: [DETAILS]

5.2 Invoicing and payment

5.3 Expenses

Contractor bears ordinary business expenses except the following preapproved
items: [DETAILS]. Reimbursement requires [RECEIPTS / LIMITS / TIMING].

5.4 Tax and reporting allocation

Each Party is responsible for tax, registration, reporting, withholding, and
payment duties assigned to that Party by current law. Client may withhold or
report amounts when its professional review concludes that it must. A tax form,
invoice label, business registration, or payment method does not determine
worker status.

Completed tax review: [REVIEWER / DATE / CONCLUSIONS / REQUIRED FORMS]

6. Relationship and Classification Controls

6.1 The Parties intend a client-independent business relationship only if that
classification is supported under every law that applies. The label in this
Agreement does not control an agency, court, insurer, benefit plan, or tax
authority.

6.2 Nothing in this Agreement gives Contractor authority to bind Client,
contract in Client's name, make representations for Client, or incur Client
obligations unless a separate signed authorization states otherwise.

6.3 This Agreement does not promise participation in a Client benefit plan.
It also does not waive any wage, leave, unemployment, workers' compensation,
tax, benefit, discrimination, safety, or other right or duty that applies after
the correct legal classification.

6.4 Before work begins and whenever facts change, the Parties shall update
Schedule 2. If a reviewer concludes that employment, payroll, coverage, a
staffing arrangement, or another structure is required, work shall not proceed
under this Agreement until the relationship is corrected.

7. Client and Contractor Responsibilities

7.1 Client shall

• provide the access, information, decisions, and materials stated in the SOW;
• identify site, safety, privacy, and security rules before access;
• designate a business contact authorized to approve changes and invoices;
• avoid work-direction practices inconsistent with Schedule 2; and
• promptly report a change in duties, supervision, schedule, location, or
  integration.

7.2 Contractor shall

• maintain the personnel, tools, qualifications, and approvals stated in the
  SOW;

• perform with the agreed skill and care;

• comply with disclosed lawful access, safety, privacy, and security controls;
• promptly report delay, defect, conflict, incident, or scope change;
• keep records required by the SOW and completed compliance schedules; and
• refrain from using Client names, marks, testimonials, or publicity without
  written approval.

8. Acceptance and Changes

8.1 Deliverable acceptance criteria and review period: [DETAILS]. Silence is
[NOT ACCEPTANCE / ACCEPTANCE AFTER ____ DAYS] only if counsel approves that
selection for the deliverable.

8.2 A rejection must identify the unmet acceptance criterion and supporting
facts. Contractor shall correct a valid rejection within [____] days or propose
a written plan.

8.3 A change to scope, assumptions, personnel, schedule, fees, deliverables,
or acceptance criteria requires a signed change order stating its effect on
classification facts and all affected SOW terms.

9. Confidentiality and Data

9.1 Confidential Information means nonpublic information identified as
confidential or that a reasonable recipient would understand to be confidential
from its nature and context. It excludes information the recipient documents
was lawfully known without restriction, independently developed, lawfully
received without restriction, or public through no breach.

9.2 The receiving Party shall use Confidential Information only for the SOW,
limit access to approved persons who need it, apply the safeguards in Schedule
3, and disclose it only as authorized or legally required.

9.3 Before a legally required disclosure, the receiving Party shall give
notice when permitted and reasonably cooperate with a protective request.

9.4 Return, deletion, backup, archival, and certification rules: [DETAILS].

9.5 Do not provide personal, health, financial, student, government,
export-controlled, regulated, or Client-customer data until Schedule 3 assigns
roles, instructions, safeguards, incident response, retention, deletion, and
subprocessor controls.

10. Work Product and Intellectual Property

Complete one approach for each deliverable in the SOW; do not rely on a generic
“work made for hire” label.

10.1 Existing materials

Each Party retains materials, tools, methods, data, software, templates, know-
how, and intellectual property created or acquired outside the SOW and listed
as its Background Materials.

10.2 Deliverable selection

• ☐ Contractor owns the deliverable and grants Client this license:
  [SCOPE / TERM / TERRITORY / USERS / TRANSFER / MODIFICATION].

• ☐ Upon full payment, Contractor assigns to Client the transferable rights in
  the identified deliverable, excluding Background Materials and third-party
  materials.

• ☐ Other counsel-approved allocation: [DETAILS].

10.3 Embedded materials

Contractor shall identify all Background Materials, open-source components,
third-party content, data, and license conditions before delivery. The SOW must
grant Client the rights needed to use each paid deliverable as intended.

Further-assurance documents, moral-rights treatment, source materials, escrow,
attribution, portfolio use, and license fees: [DETAILS]

11. Warranties and Correction

Each Party gives only the express promises selected below:

• Contractor authority to enter and perform: ☐ Included ☐ Not included
• Services meet stated SOW criteria: ☐ Included for [PERIOD] ☐ Not included
• Personnel qualifications: ☐ Included as stated in SOW ☐ Not included
• No known conflict with another obligation: ☐ Included ☐ Not included
• Client authority to supply Client materials: ☐ Included ☐ Not included
• Third-party or infringement warranty: [NEGOTIATED SCOPE / NONE]
• Other: [DETAILS]

Correction, re-performance, refund, credit, replacement, and exclusive-remedy
terms: [DETAILS]

No implied-warranty disclaimer is included unless counsel drafts and approves
one for the classified transaction and services.

12. Insurance and Incident Response

Insurance must reflect the actual services and exposure; no default dollar
limits are imposed by this template.

Certificates, endorsements, notice of cancellation, claims-made tail, and
subcontractor requirements: [DETAILS]

An incident involving injury, property, data, systems, safety, or a third-party
claim must be reported within [TIME] through [CONTACT / METHOD].

13. Indemnity and Liability Schedule

No automatic indemnity for classification, taxes, penalties, or all contract
breaches applies. Complete this section after negotiating controllable risks.

13.1 Third-party claims

Contractor indemnity: [NONE / SPECIFIC THIRD-PARTY CLAIMS AND FAULT STANDARD]

Client indemnity: [NONE / SPECIFIC THIRD-PARTY CLAIMS AND FAULT STANDARD]

Defense control, counsel, consent to settlement, cooperation, allocation of
mixed fault, and notice: [DETAILS]

No Party is indemnified for the consequences of its own direction, control,
misrepresentation, reporting failure, coverage failure, or legal duty unless
counsel expressly approves a lawful allocation.

13.2 Damages and cap

The cap and exclusions must be reviewed against the actual services, fees,
insurance, bargaining context, remedies, and applicable law.

14. Disputes

14.1 Business escalation contacts and period: [DETAILS]

14.2 Mediation: [NOT REQUIRED / PROVIDER / LOCATION / COST ALLOCATION]

14.3 Governing law: [CALIFORNIA / OTHER AFTER CONFLICTS REVIEW]

14.4 Court forum and venue: [COURT / LOCATION / NONWAIVABLE CARVEOUTS]

14.5 This Agreement includes no predispute arbitration clause or jury waiver.
Any proposed clause requires a separate signed rider approved after counsel
reviews scope, procedure, fees, forum, delegation, remedies, confidentiality,
class or collective treatment, and enforceability.

14.6 A Party may request provisional or equitable relief only when available
under the governing law and facts. This Agreement does not waive a required
showing, bond, defense, or remedy limitation.

14.7 Attorneys' fees and costs: [EACH PARTY BEARS ITS OWN / NEGOTIATED TERM /
CONTROLLING LAW].

15. General Terms

15.1 Notices. Notice contacts and approved delivery methods: [DETAILS].
Effectiveness is determined by [RECEIPT / OTHER COUNSEL-APPROVED RULE].

15.2 Assignment and change of control. [NEGOTIATED TERM]

15.3 Publicity and marks. No use without prior written approval.

15.4 Records and audit. Scope, confidentiality, frequency, cost, and
retention: [DETAILS].

15.5 Entire agreement and order of precedence. This Agreement, signed SOWs,
signed change orders, and listed schedules form the entire agreement for the
Services. Order of precedence: [DETAILS].

15.6 Amendment and waiver. Amendments must be signed by authorized
representatives. A waiver applies only to the identified instance.

15.7 Severability. If a term cannot be applied, the remainder continues to
the extent lawful and workable; a court is not directed to rewrite a term.

15.8 Counterparts and signatures. The Parties may sign counterparts and use
the approved signature method identified here: [METHOD]. Counsel must confirm
that the method is appropriate for this transaction and all related documents.

15.9 No third-party beneficiaries. [INCLUDED / NOT INCLUDED / EXCEPTIONS]

15.10 Force majeure. Covered events, exclusions, notice, mitigation,
payment obligations, extended-event termination, and continuity duties:
[DETAILS].

16. Signatures

The signers confirm that the schedules are complete and that no signer relies
on the “independent contractor” label as a substitute for the required review.

Schedule 1 — Statement of Work

Client: ____________________ Date: [__/__/____]

Contractor: ________________ Date: [__/__/____]

Schedule 2 — Classification and Coverage Review

Complete separately for each individual performing Services.

California lawyer: ____________________ Date: [__/__/____]

Tax professional: __________________ Date: [__/__/____]

Insurance professional: ____________ Date: [__/__/____]

Schedule 3 — Data, Security, and Access

END OF TEMPLATE