INDEPENDENT CONTRACTOR SERVICES AGREEMENT
(Georgia – Comprehensive Template with State-Specific Riders)
[// GUIDANCE: This template is drafted for Georgia transactions and is designed to be “plug-and-play.” Replace every bracketed term (e.g., [EFFECTIVE DATE]) with deal-specific information. Delete any bracketed alternatives that do not apply. Remove all guidance comments before final execution.]
TABLE OF CONTENTS
- Document Header & Recitals
- Definitions
- Engagement; Scope of Services
- Term; Renewal
- Compensation & Taxes
- Performance Standards; Deliverables
- Representations & Warranties
- Covenants & Compliance Obligations
- Insurance Requirements (GA Specific)
- Intellectual Property
- Confidentiality; Data Security
- Indemnification & Liability Allocation
- Default; Remedies
- Termination; Effect of Termination
- Dispute Resolution
- General Provisions
- Execution Block
- State-Specific Riders
• 18.1 Worker-Classification & Tax Rider (GA)
• 18.2 Optional Arbitration Rider
• 18.3 Jury Waiver Rider (GA)
1. DOCUMENT HEADER & RECITALS
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 OF FORMATION] [ENTITY TYPE] having its principal place of business at [CLIENT ADDRESS] (“Company”); and
• [CONTRACTOR LEGAL NAME], a [STATE OF FORMATION] [ENTITY TYPE / SOLE PROPRIETORSHIP] having its principal place of business at [CONTRACTOR ADDRESS] (“Contractor”).
Company and Contractor are sometimes referred to individually as a “Party” and collectively as the “Parties.”
RECITALS
A. Company desires to engage Contractor to perform the services described herein.
B. Contractor represents that it is duly qualified to perform such services as an independent contractor and desires to accept such engagement, all in accordance with the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:
2. DEFINITIONS
Unless expressly stated otherwise, capitalized terms used in this Agreement have the following meanings (alphabetically listed):
“Affiliate” – any entity controlling, controlled by, or under common control with a Party, where “control” means the direct or indirect power to direct the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.
“Applicable Law” – all federal, state (including without limitation the laws of the State of Georgia), and local statutes, regulations, ordinances, and orders applicable to a Party or to the Services, including all rules of the Internal Revenue Service (“IRS”) and the Georgia Department of Labor (“GDOL”).
“Confidential Information” – has the meaning given in Section 11.1.
“Deliverables” – all tangible or intangible work product, reports, data, software, documentation, or other items (in any form or medium) that Contractor creates, prepares, or delivers to Company under this Agreement.
“Force Majeure Event” – has the meaning given in Section 16.8.
“Georgia Worker-Classification Laws” – collectively, all Georgia statutes, regulations, and authoritative guidance governing the classification of workers as employees or independent contractors, including but not limited to GDOL regulations interpreting O.C.G.A. § 34-8-35 and IRS Rev. Rul. 87-41 (the “twenty-factor” test).
“Services” – the specific services described in Exhibit A (Statement of Work), as may be amended in writing by the Parties.
“Term” – has the meaning given in Section 4.1.
3. ENGAGEMENT; SCOPE OF SERVICES
3.1 Engagement. Company hereby engages Contractor, and Contractor accepts such engagement, to provide the Services strictly as an independent contractor and not as an employee, agent, joint venturer, or partner of Company.
3.2 Exclusivity. [SELECT ONE]
(a) Non-Exclusive – Contractor may perform services for other clients, provided such services do not create a conflict of interest or impair Contractor’s ability to perform the Services.
(b) Exclusive – Contractor shall not provide substantially similar services to any competitor of Company during the Term without Company’s prior written consent.
3.3 Changes in Scope. Company may request changes to the Services by submitting a written change order. No change is binding unless executed by authorized representatives of both Parties and expressly labeled as an “Amendment” or “Change Order” under this Agreement.
4. TERM; RENEWAL
4.1 Initial Term. The Term commences on the Effective Date and continues until [EXPIRATION DATE / COMPLETION OF SERVICES], unless earlier terminated pursuant to Section 14.
4.2 Renewal. [SELECT ONE]
• Auto-Renewal – The Term automatically renews for successive periods of [RENEWAL LENGTH] unless either Party gives written non-renewal notice at least [NON-RENEWAL NOTICE PERIOD] before the then-current expiration date.
• No Auto-Renewal – The Agreement expires at the end of the Initial Term unless extended by mutual written agreement.
5. COMPENSATION & TAXES
5.1 Fees. Company shall pay Contractor the compensation set forth in Exhibit B (Compensation Schedule).
5.2 Invoices & Payment. Contractor shall invoice Company no more frequently than [INVOICE FREQUENCY]. Company shall pay undisputed amounts within [PAYMENT TERM, e.g., 30] days of receipt of invoice. Late payments accrue interest at the lesser of [X]% per month or the maximum rate permitted by Georgia law.
5.3 Expense Reimbursement. Company will reimburse pre-approved, reasonable, and documented out-of-pocket expenses incurred in performing the Services, in accordance with Company’s then-current expense policy.
5.4 Tax Obligations.
(a) Contractor is solely responsible for all federal, state, and local taxes, including income, payroll, unemployment, Social Security, Medicare, and any other taxes or contributions imposed on Contractor or Contractor’s personnel.
(b) Company will issue IRS Form 1099-NEC (or successor form) for fees paid to Contractor, as required.
(c) Contractor shall indemnify Company for any liability arising from Contractor’s failure to pay such taxes (see Section 12).
[// GUIDANCE: Insert any state-specific municipal taxes if relevant to Contractor’s place of business.]
6. PERFORMANCE STANDARDS; DELIVERABLES
6.1 Standards. Contractor shall perform the Services: (i) in a timely, professional, and workmanlike manner; (ii) using personnel with the requisite skill and experience; and (iii) in accordance with Good Industry Practice.
6.2 Acceptance. Company will have [ACCEPTANCE PERIOD, e.g., 10] business days to review any Deliverable. If Company reasonably rejects a Deliverable, Contractor shall, at Contractor’s sole cost, promptly re-perform the non-conforming portion of the Services.
6.3 Subcontracting. Contractor may not subcontract any material portion of the Services without Company’s prior written consent. Contractor remains fully responsible for all acts and omissions of permitted subcontractors.
7. REPRESENTATIONS & WARRANTIES
Contractor represents and warrants that:
(a) Authority. Contractor has full power and authority to enter into and perform this Agreement.
(b) No Conflict. Contractor’s execution and performance of this Agreement do not violate any other agreement to which Contractor is a party.
(c) Compliance. Contractor will comply with all Applicable Law, including Georgia Worker-Classification Laws.
(d) Work Product. All Deliverables (i) are original to Contractor or its subcontractors, (ii) do not infringe any third-party intellectual property rights, and (iii) will be free from material defects for [WARRANTY PERIOD, e.g., 90] days after acceptance.
(e) Non-Debarment. Contractor is not debarred, suspended, or otherwise ineligible to contract with any governmental authority.
Survival. The representations and warranties in this Section 7 survive for [SURVIVAL PERIOD, e.g., one (1) year] after termination or expiration of this Agreement.
8. COVENANTS & COMPLIANCE OBLIGATIONS
8.1 Cooperation. Each Party shall timely provide all information, resources, and access reasonably necessary for the other Party to perform its obligations.
8.2 Records; Audit. Contractor shall maintain complete and accurate books and records relating to the Services for at least four (4) years and, upon reasonable notice, allow Company (or its designee) to audit such records to confirm compliance with this Agreement.
8.3 Non-Solicitation. During the Term and for [NON-SOLICITATION PERIOD, e.g., 12] months thereafter, neither Party shall solicit for employment any employee of the other Party who became known through the performance of this Agreement, except via general advertisements not targeted at such employees.
8.4 Notice of Violations. Contractor shall promptly notify Company in writing upon becoming aware of any actual or alleged violation of Applicable Law related to the Services.
9. INSURANCE REQUIREMENTS (GA SPECIFIC)
9.1 Coverage. Contractor shall, at its own expense, maintain at all times during the Term (and for at least one (1) year thereafter for claims-made policies) the following insurance with carriers rated A- or better by A.M. Best:
(a) Commercial General Liability – Minimum limits of $1,000,000 per occurrence / $2,000,000 aggregate.
(b) Professional Liability (Errors & Omissions) – Minimum limits of $1,000,000 per claim / aggregate.
(c) Automobile Liability – Minimum combined single limit of $1,000,000 for all owned, hired, and non-owned vehicles, if motor vehicle use is required.
(d) Workers’ Compensation – As required by the Georgia Workers’ Compensation Act (O.C.G.A. § 34-9-1 et seq.), or proof of valid exemption for sole proprietors.
9.2 Certificates. Prior to commencing Services and upon renewal, Contractor shall deliver certificates of insurance evidencing the required coverage and naming Company as an additional insured (except for Workers’ Compensation).
9.3 Notice of Cancellation. Contractor shall provide at least thirty (30) days’ prior written notice to Company of any cancellation or material change in coverage.
10. INTELLECTUAL PROPERTY
10.1 Work-Made-For-Hire. To the extent permitted by law, the Deliverables constitute “work made for hire” for Company under 17 U.S.C. § 101.
10.2 Assignment. If any Deliverable is not a work made for hire, Contractor hereby irrevocably assigns to Company all right, title, and interest in and to such Deliverable, including all intellectual property rights.
10.3 License Back. Contractor retains a non-exclusive, royalty-free license to use general ideas, know-how, and methodologies developed in connection with the Services, provided such use does not disclose Company’s Confidential Information or infringe Company’s intellectual property.
11. CONFIDENTIALITY; DATA SECURITY
11.1 Definition. “Confidential Information” means all non-public information disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) that is marked or identified as confidential or that a reasonable person would understand to be confidential, including business, technical, and personal data.
11.2 Obligations. The Receiving Party shall (i) use Confidential Information solely to perform under this Agreement, (ii) not disclose it to any third party except to its employees and contractors who have a need to know and are bound by confidentiality obligations at least as protective, and (iii) protect it with commercially reasonable measures.
11.3 Exclusions. Confidential Information does not include information that (i) is or becomes publicly available through no breach, (ii) is rightfully received from a third party without confidentiality obligation, (iii) is independently developed without use of Confidential Information, or (iv) is released with the Disclosing Party’s prior written consent.
11.4 Compelled Disclosure. The Receiving Party may disclose Confidential Information if required by law or court order, provided it gives prompt notice (where legally permissible) to the Disclosing Party to seek protective relief.
11.5 Data Security. Contractor shall implement and maintain administrative, technical, and physical safeguards designed to protect Company data consistent with ISO/IEC 27001 or equivalent industry standard.
12. INDEMNIFICATION & LIABILITY ALLOCATION
12.1 Contractor Indemnification. Contractor shall defend, indemnify, and hold harmless Company and its Affiliates, and their respective directors, officers, employees, and agents, from and against any and all claims, damages, liabilities, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) Contractor’s breach of this Agreement;
(b) Contractor’s failure to comply with Applicable Law, including tax and Georgia Worker-Classification Laws;
(c) allegations that the Deliverables infringe or misappropriate any intellectual property right; or
(d) bodily injury (including death) or damage to real or tangible personal property caused by Contractor’s negligence or willful misconduct.
12.2 Limitation of Liability. EXCEPT FOR (i) LIABILITY THAT CANNOT BE LIMITED BY LAW, (ii) CONTRACTOR’S INDEMNIFICATION OBLIGATIONS, OR (iii) A PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE BY COMPANY TO CONTRACTOR DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) $100,000. THE PARTIES ACKNOWLEDGE THAT THIS SECTION COMPLIES WITH APPLICABLE GEORGIA LAW ON CONTRACTUAL LIMITATIONS OF LIABILITY.
12.3 Exclusion of Consequential Damages. NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13. DEFAULT; REMEDIES
13.1 Events of Default. A Party is in default if it: (a) materially breaches this Agreement and fails to cure within thirty (30) days after written notice (ten (10) days for payment defaults); (b) becomes insolvent, files for bankruptcy, or has a receiver appointed; or (c) ceases business operations.
13.2 Remedies. Upon default by Contractor, Company may: (i) withhold further payments; (ii) require re-performance of non-conforming Services at Contractor’s expense; (iii) terminate this Agreement under Section 14; and/or (iv) pursue any other remedy available at law or in equity, including injunctive relief (Section 15.4). All rights and remedies are cumulative and not exclusive.
13.3 Attorneys’ Fees. The prevailing Party in any dispute arising out of this Agreement is entitled to recover its reasonable attorneys’ fees and costs.
14. TERMINATION; EFFECT OF TERMINATION
14.1 Convenience. Either Party may terminate this Agreement for convenience upon [TERMINATION NOTICE PERIOD, e.g., 30] days’ prior written notice to the other Party.
14.2 Termination for Cause. A non-defaulting Party may terminate this Agreement immediately upon written notice if the other Party is in default under Section 13.1 and fails to timely cure.
14.3 Effect of Termination. Upon expiration or termination:
(a) Contractor shall cease all Services and deliver to Company all completed and in-process Deliverables, together with any Company property;
(b) Company shall pay Contractor all undisputed fees earned through the effective termination date, subject to any lawful setoff; and
(c) Sections 7 (to the extent stated), 10–13, 15–16, and any other provisions which by their nature should survive, shall survive.
15. DISPUTE RESOLUTION
15.1 Governing Law. This Agreement and all disputes arising out of or related hereto are governed by, and construed in accordance with, the laws of the State of Georgia, without regard to conflict-of-law rules.
15.2 Exclusive Jurisdiction. Subject to Section 15.3 (Arbitration), the Parties irrevocably submit to the exclusive jurisdiction of the state or federal courts located in Fulton County, Georgia, and waive any objection based on forum non conveniens.
15.3 Optional Arbitration. [ARBITRATION OPTION – SELECT “APPLICABLE” OR DELETE ENTIRE SECTION.]
(a) If the Parties initial “Arbitration” in the signature block, any dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration shall be Atlanta, Georgia. Judgment on the award may be entered in any court of competent jurisdiction.
(b) Nothing herein prevents either Party from seeking preliminary injunctive relief in a court of competent jurisdiction.
15.4 Injunctive Relief. Each Party acknowledges that its breach of Sections 10 or 11 would cause irreparable harm for which money damages may be an inadequate remedy; therefore, the non-breaching Party may seek injunctive relief, in addition to any other available remedies, without posting bond (to the extent permitted by law).
15.5 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY GEORGIA LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.
16. GENERAL PROVISIONS
16.1 Entire Agreement. This Agreement, including all Exhibits and Riders, constitutes the entire agreement between the Parties and supersedes all prior oral or written agreements regarding its subject matter.
16.2 Amendments. No amendment or waiver is effective unless in writing and signed by authorized representatives of both Parties.
16.3 Assignment. Neither Party may assign this Agreement without the other Party’s prior written consent, except that Company may assign to an Affiliate or in connection with a merger, acquisition, or sale of substantially all assets. Any unauthorized assignment is void.
16.4 Independent Contractors. Nothing herein creates an employment, partnership, or joint venture relationship. Contractor is solely responsible for the direction and control of its personnel.
16.5 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision is deemed modified to the minimum extent necessary to render it valid.
16.6 Notices. All notices must be in writing and delivered by (i) personal delivery, (ii) nationally recognized overnight courier, or (iii) certified mail, return receipt requested, to the addresses set forth in the preamble (or as later designated). Notices are effective upon receipt.
16.7 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 delivered via electronic transmission (e.g., PDF, DocuSign) are deemed originals.
16.8 Force Majeure. Neither Party is liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, governmental action, or power/mechanical/Internet failures, provided it gives prompt notice and uses diligent efforts to resume performance.
16.9 Interpretation. Section headings are for convenience and do not affect interpretation. “Including” means “including without limitation.”
17. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| COMPANY | CONTRACTOR |
|---|---|
| [CLIENT LEGAL NAME] | [CONTRACTOR LEGAL NAME] |
| By: _________ | By: _________ |
| Name: _______ | Name: _______ |
| Title: _______ | Title: _______ |
| Date: ________ | Date: ________ |
| [ ] ARBITRATION – INITIAL FOR OPT-IN | [ ] ARBITRATION – INITIAL FOR OPT-IN |
[// GUIDANCE: Add notary blocks if required for specific transactions.]
18. STATE-SPECIFIC RIDERS
18.1 Worker-Classification & Tax Rider (Georgia)
(a) Acknowledgment. Contractor acknowledges that it is engaged in an independently established trade, occupation, or business and controls the manner and means of performing the Services consistent with O.C.G.A. § 34-8-35.
(b) Control Factors. Company’s control is limited to accepting the final results of the Services; Contractor retains the right to determine and control the method, manner, and means of performing the Services and shall supply all necessary tools and equipment.
(c) Business Licenses. Contractor shall maintain all required business licenses and registrations in Georgia, including any county or municipal occupational tax certificates.
(d) IRS Safe Harbor. Contractor shall supply Company with a valid taxpayer identification number (TIN) and shall not be treated as an employee for federal or Georgia tax purposes.
(e) Audits & Information Requests. Contractor shall promptly furnish documentation reasonably requested by Company to establish compliance with Georgia Worker-Classification Laws, including proof of separate business location, business advertisements, and certificates of insurance.
18.2 Optional Arbitration Rider
[// GUIDANCE: Activate this Rider only if the Parties have initialed “Arbitration” in Section 17.]
The arbitration agreement in Section 15.3 shall be deemed incorporated herein, and the following additional terms apply:
1. The tribunal shall consist of one (1) neutral arbitrator.
2. The arbitrator shall award reasonable attorneys’ fees and costs to the prevailing Party.
3. Discovery shall be limited to the exchange of relevant, non-privileged documents and two (2) depositions per side, unless the arbitrator orders otherwise for good cause.
18.3 Jury Waiver Rider (Georgia)
The jury trial waiver in Section 15.5 is included at the express request of each Party and is enforceable under Georgia law (see O.C.G.A. § 9-11-38(d)). Each Party represents that it has consulted with, or had the opportunity to consult with, legal counsel of its own choosing before executing this Agreement.
EXHIBITS (Attach as Needed)
• Exhibit A – Statement of Work
• Exhibit B – Compensation Schedule
• Exhibit C – Form of Change Order
• Exhibit D – Insurance Certificate Template
[// GUIDANCE: End of template. Review all cross-references after customizing exhibits, delete guidance, and confirm insurance and liability caps align with the specific transaction.]