INDEPENDENT CONTRACTOR SERVICES AGREEMENT

(Florida – Comprehensive Template)

[// GUIDANCE: Replace all bracketed, bolded, ALL-CAPS placeholders before execution. Tailor bracketed, mixed-case provisions to deal-specific facts. Delete guidance notes in final draft.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement & Scope of Services
4. Term; Renewal; Termination
5. Compensation & Payment Terms
6. Performance Standards & Deliverables
7. Representations & Warranties
8. Covenants & Restrictions
9. Insurance Requirements
10. Worker Classification & Tax Matters (Florida Specific)
11. Indemnification & Liability Allocation
12. Default; Notice; Remedies
13. Force Majeure
14. Dispute Resolution
15. General Provisions
16. Execution Block

1. DOCUMENT HEADER

Independent Contractor Services Agreement (this “Agreement”) is made effective as of [EFFECTIVE DATE] (the “Effective Date”), by and between [PRINCIPAL LEGAL NAME], a [STATE/JURISDICTION] [ENTITY TYPE] having its principal place of business at [ADDRESS] (“Company”), and [CONTRACTOR LEGAL NAME], a [STATE/JURISDICTION] [ENTITY TYPE/SOLE PROPRIETOR] having its principal place of business at [ADDRESS] (“Contractor”). Company and Contractor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals

A. Company desires to engage Contractor to perform certain specialized services, and Contractor desires to accept such engagement, all upon the terms and conditions set forth herein.
B. The Parties intend that Contractor be and remain an independent contractor and not an employee of Company for all purposes, including, without limitation, the application of state and federal employment, tax, and employee benefit laws.

NOW, THEREFORE, in consideration of the mutual promises 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, capitalized terms shall have the meanings set forth below; terms defined in the body of the Agreement shall have such meanings throughout.

“Affiliate” – With respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party.

“Applicable Law” – All federal, state (including the Florida Statutes), and local laws, regulations, ordinances, and other governmental requirements bearing on the Parties’ rights and obligations under this Agreement.

“Deliverables” – The work product, reports, data, or other tangible or intangible results to be provided by Contractor as specifically described in Exhibit A.

“Force Majeure Event” – Has the meaning given in Section 13.1.

“Services” – The services described in Exhibit A, as may be amended by written Change Order in accordance with Section 3.3.

“Specifications” – The performance criteria, milestones, and acceptance standards set forth in Exhibit A.

[// GUIDANCE: Expand definitions as needed to suit industry-specific terminology.]

3. ENGAGEMENT & SCOPE OF SERVICES

3.1 Engagement. Company hereby engages Contractor, and Contractor accepts such engagement, to perform the Services in accordance with this Agreement.

3.2 Standard of Performance. Contractor shall (a) perform the Services in a diligent, professional, and workmanlike manner consistent with industry standards; (b) devote commercially reasonable time and resources to the Services; and (c) comply with all Applicable Law.

3.3 Change Orders. Either Party may request changes to the scope, specifications, or schedule. No Change Order is effective unless in writing and signed by authorized representatives of both Parties.

3.4 Non-Exclusivity. Unless expressly stated in Exhibit A, Company does not grant Contractor exclusive rights to perform services of the type described herein.

4. TERM; RENEWAL; TERMINATION

4.1 Term. The term of this Agreement commences on the Effective Date and continues until [TERM/LENGTH] unless earlier terminated in accordance with this Section 4.

4.2 Renewal. The Agreement shall automatically renew for successive [RENEWAL PERIOD] periods unless either Party provides written non-renewal notice at least [DAYS] days before the then-current expiration date.

4.3 Termination for Convenience. Either Party may terminate this Agreement for any reason upon [DAYS] days’ prior written notice.

4.4 Termination for Cause. A Party may terminate immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure within [DAYS] days after notice; (b) becomes insolvent or commences bankruptcy proceedings; or (c) engages in fraud, willful misconduct, or gross negligence.

4.5 Effect of Termination. Upon expiration or termination: (a) Company shall pay Contractor undisputed fees earned through the effective termination date; (b) Contractor shall deliver all completed or in-process Deliverables; and (c) Sections 6.3, 7, 9–15, and any other provisions intended to survive shall so survive.

5. COMPENSATION & PAYMENT TERMS

5.1 Fees. Company shall pay Contractor:
(a) [FIXED FEE]; or
(b) [HOURLY RATE] at [RATE] per hour; or
(c) [MILESTONE-BASED PAYMENT TERMS].
[// GUIDANCE: Choose or combine payment structures as applicable.]

5.2 Expenses. Company shall reimburse pre-approved, reasonable, documented out-of-pocket expenses incurred in performing the Services.

5.3 Invoicing & Payment. Contractor shall invoice monthly in arrears. Company shall pay undisputed amounts within [NET 30] days of receipt. Late payments accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5.4 Setoff. Company may withhold amounts disputed in good faith, provided Company gives written notice with supporting detail.

5.5 Taxes. Contractor is solely responsible for all taxes related to the compensation hereunder, except for taxes Company is required by law to withhold and remit.

6. PERFORMANCE STANDARDS & DELIVERABLES

6.1 Acceptance Procedures. Company shall inspect Deliverables within [DAYS] days of receipt (“Review Period”). Deliverables are deemed accepted unless Company delivers a written rejection specifying non-conformities within the Review Period.

6.2 Remedy of Defects. If Company timely rejects, Contractor shall, at no additional cost, rectify non-conformities and resubmit within [DAYS] days. The foregoing remedies are non-exclusive.

6.3 Intellectual Property. Unless otherwise stated in Exhibit A:
(a) Work-Made-for-Hire. Deliverables constituting copyrightable works are deemed “works made for hire” for Company within the meaning of 17 U.S.C. § 101.
(b) Assignment. To the extent not a work-made-for-hire, Contractor hereby irrevocably assigns to Company all right, title, and interest in and to the Deliverables.
(c) License Back. Contractor retains ownership of its pre-existing materials and grants Company a perpetual, royalty-free license thereto solely to the extent incorporated into the Deliverables.

7. REPRESENTATIONS & WARRANTIES

7.1 Mutual Warranties. Each Party represents and warrants that: (a) it is duly organized, validly existing, and in good standing; (b) it has full power and authority to enter into and perform this Agreement; and (c) its execution and performance will not violate any other agreement or obligation.

7.2 Contractor Warranties. Contractor further warrants that:
(a) Services and Deliverables will conform to the Specifications and will be free from material defects for [90] days after acceptance;
(b) it will perform the Services in accordance with Applicable Law;
(c) Deliverables will not infringe any third-party intellectual property rights.

7.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7.4 Survival. The warranties in this Section 7 survive for the applicable warranty periods stated herein.

8. COVENANTS & RESTRICTIONS

8.1 Compliance with Law. Contractor shall, at its own expense, comply with all Applicable Law, including those relating to worker classification, income tax, employment, immigration, and occupational safety.

8.2 Confidentiality. Each Party shall keep confidential and use only for purposes of performing under this Agreement any non-public, proprietary information disclosed by the other Party (“Confidential Information”). Obligations survive [3] years after termination, except trade secrets remain protected as long as they qualify as such under Applicable Law.

8.3 Non-Solicitation. During the Term and for [12] months thereafter, Contractor shall not, without Company’s prior written consent, directly solicit for employment any employee of Company with whom Contractor interacted in connection with the Services. General solicitations not specifically targeted are excluded.

8.4 Records & Audit. Contractor shall maintain complete records relating to the Services for [2] years and permit Company, upon reasonable notice, to audit such records to verify compliance with this Agreement.

9. INSURANCE REQUIREMENTS

9.1 Required Coverage. Contractor shall, at its own expense, procure and maintain through the Term:
(a) Commercial General Liability Insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate;
(b) Workers’ Compensation Insurance in statutory limits as required under Fla. Stat. ch. 440, or, if eligible, shall maintain a valid Certificate of Election to Be Exempt;
(c) Commercial Automobile Liability Insurance with limits of not less than $1,000,000 combined single limit (if vehicles used in performance);
(d) Professional Liability/Errors & Omissions Insurance with limits of not less than $1,000,000 per claim (if Services involve professional advice/design).

9.2 Certificates. Contractor shall furnish certificates of insurance naming Company as an additional insured (except for workers’ compensation) prior to commencing Services and upon renewal.

9.3 Subcontractors. Contractor shall require and verify that any permitted subcontractors carry insurance with minimum limits commensurate with this Section 9.

10. WORKER CLASSIFICATION & TAX MATTERS (FLORIDA SPECIFIC)

10.1 Independent Contractor Status. The Parties acknowledge and intend that:
(a) Contractor is engaged in an independently established trade, occupation, or business;
(b) Contractor controls the manner and means of performing the Services, subject only to the Specifications;
(c) nothing herein shall be construed to create an employer-employee relationship, joint venture, partnership, or agency between the Parties.

10.2 Florida Workers’ Compensation. Pursuant to Fla. Stat. § 440.02(15)(d), an individual may be deemed an independent contractor if certain criteria are met. Contractor represents that it either (i) qualifies as an independent contractor under Florida law and has, if required, obtained a Certificate of Election to Be Exempt, or (ii) carries workers’ compensation coverage as set forth in Section 9. Contractor shall promptly notify Company of any change to its classification status.

10.3 Tax Obligations. Contractor shall:
(a) be solely responsible for payment of all federal and state income, employment, payroll, and other taxes arising from compensation paid under this Agreement;
(b) timely file all returns and make all required estimated tax payments; and
(c) provide Company with a duly executed IRS Form W-9 (or Form W-8 for non-U.S. contractors) prior to first payment.

Company will issue Form 1099-NEC, as applicable. Contractor shall indemnify Company for any liability, penalties, or interest arising from Contractor’s failure to satisfy its tax obligations.

10.4 No Benefits. Contractor acknowledges that it is not eligible for, and hereby waives any claim to, employee benefits sponsored by Company, including, without limitation, health insurance, retirement plans, paid leave, or unemployment compensation.

11. INDEMNIFICATION & LIABILITY ALLOCATION

11.1 Contractor Indemnification. Contractor shall indemnify, defend, and hold harmless Company, its Affiliates, and their respective officers, directors, employees, and agents (“Company Indemnitees”) from and against any and all claims, losses, damages, liabilities, penalties, fines, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) breach of this Agreement by Contractor;
(b) negligent, reckless, or willful acts or omissions of Contractor or its personnel;
(c) any allegation that Deliverables infringe third-party intellectual property rights;
(d) Contractor’s failure to pay taxes or maintain required insurance; and
(e) misclassification of personnel engaged by Contractor.

11.2 Limitation of Liability. EXCEPT FOR (i) INDEMNITY OBLIGATIONS, (ii) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (iii) BREACH OF CONFIDENTIALITY, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.

11.3 Liability Cap. Subject to the exclusions above, each Party’s aggregate liability under this Agreement shall not exceed the total fees actually paid or payable to Contractor under this Agreement in the twelve (12) months preceding the event giving rise to the claim, to the maximum extent permitted under Florida law.

[// GUIDANCE: Florida law generally enforces contractual caps on liability provided they are not unconscionable and do not purport to limit liability for statutory violations or gross negligence.]

12. DEFAULT; NOTICE; REMEDIES

12.1 Events of Default. The following constitute an “Event of Default”:
(a) a material breach not cured within the applicable cure period;
(b) misappropriation of Confidential Information;
(c) failure to maintain insurance;
(d) repeated failure to meet performance standards; or
(e) insolvency events described in Section 4.4(b).

12.2 Notice & Cure. Except with respect to breaches not susceptible to cure, the non-defaulting Party shall give written notice specifying the nature of the default and afford a [10]-day cure period.

12.3 Remedies. Upon an Event of Default, without limiting other remedies, the non-defaulting Party may:
(a) suspend performance;
(b) terminate this Agreement as provided in Section 4.4;
(c) seek injunctive relief (Section 14.4);
(d) pursue damages subject to Section 11; and
(e) recover reasonable attorneys’ fees and costs.

13. FORCE MAJEURE

13.1 Definition. “Force Majeure Event” means an event beyond the reasonable control of a Party, including acts of God, natural disasters, epidemic, war, terrorism, civil unrest, governmental action, labor disputes, or power/grid failure.

13.2 Notice & Mitigation. Affected Party shall promptly notify the other, stating the expected duration and mitigation steps. Performance obligations are suspended for the duration of the Force Majeure Event, provided that the affected Party uses reasonable efforts to resume performance.

13.3 Termination for Extended Delay. If a Force Majeure Event continues for more than [30] consecutive days, either Party may terminate the Agreement without liability by written notice.

14. DISPUTE RESOLUTION

14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without regard to conflict-of-laws principles.

14.2 Forum Selection. The state or federal courts located in [COUNTY], Florida shall have exclusive jurisdiction over any suit (other than claims subject to arbitration under Section 14.3). Each Party irrevocably submits to, and waives objections to, such jurisdiction and venue.

14.3 Arbitration (Optional). [SELECT ONE: “The Parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, conducted in [CITY], Florida.” / “Intentionally omitted.”]

14.4 Injunctive Relief. Notwithstanding the foregoing, either Party may seek temporary, preliminary, or permanent injunctive relief or specific performance in a court of competent jurisdiction to prevent irreparable harm.

14.5 Jury Waiver. TO THE EXTENT NOT PROHIBITED BY FLORIDA LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT.

14.6 Prevailing Party Fees. The prevailing Party in any action to enforce this Agreement is entitled to recover its reasonable attorneys’ fees and costs, including on appeal.

15. GENERAL PROVISIONS

15.1 Amendment & Waiver. No modification or waiver is effective unless in writing and signed by both Parties. A waiver is effective only in the specific instance and for the specific purpose given.

15.2 Assignment. Contractor may not assign or delegate its rights or duties without Company’s prior written consent, which shall not be unreasonably withheld. Any attempted assignment in violation of this Section is void.

15.3 Successors & Assigns. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.

15.4 Severability. If any provision is held invalid, the remaining provisions remain in full force, provided the essential terms and intent of the Parties can still be given effect.

15.5 Entire Agreement. This Agreement, together with its Exhibits and any Change Orders, constitutes the entire understanding between the Parties and supersedes all prior or contemporaneous agreements, whether written or oral, relating to its subject matter.

15.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original and all of which together constitute one instrument. Signatures transmitted electronically or by facsimile are deemed originals for all purposes.

15.7 Notices. All notices must be in writing and delivered (a) by hand; (b) by nationally-recognized overnight courier; or (c) by certified mail, return receipt requested, to the addresses set forth in the preamble (or as later designated). Notice is effective upon receipt.

15.8 Interpretation. Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.”

16. EXECUTION BLOCK

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

[OPTIONAL NOTARY/WITNESS BLOCKS AS REQUIRED BY COMPANY POLICY OR SPECIFIC TRANSACTIONS]

EXHIBIT A

Scope of Services, Deliverables, Milestones & Compensation

[// GUIDANCE: Provide detailed description of Services, project timeline, performance milestones, acceptance criteria, and any special payment terms.]

EXHIBIT B

Change Order Template

[// GUIDANCE: Include standard form for documenting mutually agreed scope changes.]

EXHIBIT C

Insurance Certificates

[Attach certificates required under Section 9.]

END OF AGREEMENT