Independent Contractor Agreement

INDEPENDENT CONTRACTOR SERVICES AGREEMENT

(Illinois – Comprehensive Template)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement; Scope of Services
4. Term and Termination
5. Compensation; Expenses; Taxes
6. Representations and Warranties
7. Covenants and Restrictions
8. Insurance Requirements
9. Indemnification; Limitation of Liability
10. Default; Remedies
11. Dispute Resolution
12. General Provisions
13. Execution Block

1. DOCUMENT HEADER

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] (“Client”), and [Contractor Legal Name], a [State & Entity Type] (“Contractor”). Client and Contractor are sometimes referred to individually as a “Party” and collectively as the “Parties.”

Recitals
A. Client desires to engage Contractor to perform certain professional services, and Contractor desires to accept such engagement, all on the terms set forth herein.
B. The Parties intend that Contractor shall perform such services as an independent contractor and not as an employee, and that the relationship shall at all times comply with the Illinois Employee Classification Act, 820 Ill. Comp. Stat. 185/1 et seq., and other applicable law.

NOW, THEREFORE, for 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; defined terms may be used in the singular or plural as the context requires.

“Affiliate” – any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
“Applicable Law” – all federal, state, and local statutes, regulations, ordinances, and common-law rules applicable to a Party or this Agreement, including but not limited to the Illinois Employee Classification Act, the Illinois Wage Payment and Collection Act, and the Internal Revenue Code.
“Confidential Information” – has the meaning assigned in Section 7.2.
“Deliverables” – all tangible or intangible work product created by Contractor in performing the Services.
“Force Majeure Event” – any event described in Section 10.4.
“Services” – the professional services described in Exhibit A, together with any additional services agreed upon in a written Change Order executed by the Parties.
“Specifications” – the functional, technical, and other requirements for the Deliverables and Services set forth in Exhibit A.
“Termination Date” – the date this Agreement terminates pursuant to Section 4.

3. ENGAGEMENT; SCOPE OF SERVICES

3.1 Engagement. Client hereby engages Contractor, and Contractor hereby accepts such engagement, to provide the Services in accordance with the terms of this Agreement.

3.2 Standard of Performance. Contractor shall perform the Services (a) in a diligent, professional, and workmanlike manner consistent with industry standards, (b) in accordance with the Specifications, and (c) in compliance with Applicable Law.

3.3 Change Orders. Material changes to the scope, Specifications, timetable, or fees shall be documented in a mutually executed Change Order substantially in the form of Exhibit B.

3.4 Subcontractors. Contractor may not subcontract any portion of the Services without Client’s prior written consent, which consent may be conditioned on subcontractor executing a confidentiality and work-for-hire agreement in favor of Client. Contractor shall remain fully responsible for the performance of all subcontractors.

3.5 No Minimum Commitment. Unless expressly stated in Exhibit A, Client does not guarantee any minimum volume of Services.

4. TERM AND TERMINATION

4.1 Term. This Agreement commences on the Effective Date and continues until [Fixed Term/Project Completion/Indefinite] unless earlier terminated as provided herein (the “Term”).

4.2 Termination for Convenience. Either Party may terminate this Agreement for any reason upon [30] days’ prior written notice.

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 within [10] days after written notice; or
(b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy or insolvency proceeding.

4.4 Effect of Termination. Upon the Termination Date:
(a) Contractor shall cease all Services, deliver all work in progress, and return or destroy Client Confidential Information pursuant to Section 7.2;
(b) Client shall pay Contractor all undisputed fees earned through the Termination Date; and
(c) Sections 2, 4.4, 6, 7, 8, 9, 10, 11, 12, and any other provision that by its nature should survive, shall survive.

5. COMPENSATION; EXPENSES; TAXES

5.1 Fees. Client shall pay Contractor fees as set forth in Exhibit C. Unless otherwise stated, fees are [fixed price / time-and-materials at the hourly rates in Exhibit C].

5.2 Invoices and Payment.
(a) Contractor shall invoice Client [monthly in arrears/upon milestone completion].
(b) Client shall pay undisputed amounts within [30] days of receipt.
(c) Overdue amounts shall bear interest at the lesser of 1.0% per month or the maximum rate permitted by law.

5.3 Expenses. Pre-approved, reasonable, documented out-of-pocket expenses incurred in performing the Services shall be reimbursed at cost.

5.4 Taxes. Contractor is responsible for all federal, state, and local taxes, assessments, and other governmental charges arising from Contractor’s receipt of fees under this Agreement, including estimated income taxes and self-employment taxes. Client shall issue an IRS Form 1099-NEC (or successor form) as required.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual. Each Party represents 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) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or equivalent action.

6.2 Contractor. Contractor further represents and warrants that:
(a) Contractor possesses the expertise, experience, and resources to perform the Services in accordance with this Agreement;
(b) none of the Services or Deliverables will infringe any intellectual property rights of any third party;
(c) Contractor is and shall remain properly classified as an independent contractor under the Illinois Employee Classification Act, the Internal Revenue Code, and all other Applicable Law;
(d) Contractor shall, at its own expense, obtain and maintain throughout the Term all licenses, permits, and governmental approvals necessary to perform the Services.

6.3 Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

6.4 Survival. All representations and warranties in this Section 6 shall survive for [12] months following the Termination Date.

7. COVENANTS AND RESTRICTIONS

7.1 Compliance with Law. Contractor shall comply with all Applicable Law, including but not limited to worker classification, wage payment, unemployment insurance, workers’ compensation, and occupational safety statutes and regulations.

7.2 Confidentiality.
(a) “Confidential Information” means all non-public information disclosed by a Party (“Discloser”) to the other Party (“Recipient”) that is designated as confidential or that a reasonable person would understand to be confidential, including trade secrets, technical data, business plans, customer lists, and personal data.
(b) Recipient shall: (i) protect Confidential Information using at least the same degree of care it uses to protect its own similar information (but no less than reasonable care); (ii) use Confidential Information only to perform this Agreement; and (iii) not disclose Confidential Information except to its personnel and permitted subcontractors who have a need to know and are bound by confidentiality obligations no less restrictive than these.
(c) Exclusions. Confidential Information does not include information that: (i) becomes public through no fault of Recipient; (ii) is lawfully obtained from a third party without breach of confidentiality; (iii) is independently developed without use of Confidential Information; or (iv) is required to be disclosed by law or court order, provided Recipient gives prompt notice and cooperates to seek protective treatment.

7.3 Ownership of Work Product. Upon Client’s full payment of all fees due, Contractor hereby assigns to Client all right, title, and interest in and to the Deliverables, including all intellectual property rights therein, except for Contractor’s pre-existing materials and standard tools (“Background IP”), to which Contractor grants Client a perpetual, worldwide, royalty-free, non-exclusive license to use solely in connection with the Deliverables.

7.4 Non-Solicitation. During the Term and for [12] months thereafter, neither Party shall, directly or indirectly, solicit for employment the other Party’s employees who became known through the performance of this Agreement, except through general solicitations not targeted to such employees.

7.5 Records; Audit. Contractor shall maintain complete and accurate books and records relating to the Services for [3] years and, upon reasonable notice, allow Client (or its designee) to audit such records to verify compliance with this Agreement and worker-classification laws. Any audit shall occur during normal business hours and not more than once per calendar year unless material non-compliance is found.

8. INSURANCE REQUIREMENTS

8.1 Required Coverages. At its sole cost and throughout the Term, Contractor shall maintain:
(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 as required by the Illinois Workers’ Compensation Act, 820 Ill. Comp. Stat. 305/1 et seq., or evidence of exemption;
(c) Employer’s Liability insurance with limits of not less than $500,000 each accident;
(d) Professional Liability/Errors & Omissions insurance with limits of not less than $1,000,000 per claim, if the Services are professional in nature; and
(e) [Cyber Liability / Automobile Liability] insurance if indicated by the nature of the Services.

8.2 Certificates. Contractor shall provide Client with certificates of insurance evidencing the required coverages within [10] days after the Effective Date and upon each renewal. Such insurance shall (i) name Client as an additional insured (except for Workers’ Compensation and Professional Liability), and (ii) provide that the insurer shall give at least [30] days’ prior written notice to Client of cancellation or material change.

9. INDEMNIFICATION; LIMITATION OF LIABILITY

9.1 Contractor Indemnification. Contractor shall indemnify, defend, and hold harmless Client, its Affiliates, and their respective officers, directors, employees, and agents (collectively, “Client Indemnitees”) from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
(a) Contractor’s breach of this Agreement;
(b) bodily injury (including death) or damage to tangible property caused by Contractor or its personnel;
(c) any allegation that the Deliverables or Services infringe the intellectual property rights of a third party;
(d) failure to pay taxes, wages, or benefits due in respect of Contractor’s personnel; or
(e) misclassification of Contractor or its personnel under Applicable Law.

9.2 Limitation of Liability. EXCEPT FOR (i) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (ii) A PARTY’S INDEMNIFICATION OBLIGATIONS, OR (iii) LIABILITY THAT MAY NOT BE LIMITED UNDER APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY.

9.3 Aggregate Cap. SUBJECT TO THE FOREGOING EXCEPTIONS, EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (a) THE FEES PAID OR PAYABLE BY CLIENT UNDER THIS AGREEMENT IN THE [12] MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, OR (b) $[___].

10. DEFAULT; REMEDIES

10.1 Events of Default. Any of the following constitutes a default (“Default”):
(a) a material breach not cured within the applicable cure period;
(b) repeated non-material breaches that collectively constitute a material failure of performance;
(c) insolvency events described in Section 4.3(b).

10.2 Notice and Cure. The non-defaulting Party shall provide written notice specifying the Default and may terminate this Agreement if the Default is not cured within the period stated in Section 4.3(a).

10.3 Remedies. Upon Default, the non-defaulting Party may pursue any remedy available at law or in equity, including (a) specific performance, (b) recovery of damages subject to Section 9, and (c) injunctive relief without posting bond to prevent further breach, which the Parties agree is available notwithstanding Section 11.

10.4 Force Majeure. Neither Party shall be liable for delay or failure to perform due to fire, flood, epidemic, pandemic, acts of God, terrorism, labor disputes, governmental actions, or other causes beyond its reasonable control, provided the affected Party promptly notifies the other and uses diligent efforts to resume performance.

10.5 Attorneys’ Fees. The prevailing Party in any action or proceeding to enforce this Agreement shall recover its reasonable attorneys’ fees and costs.

11. DISPUTE RESOLUTION

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

11.2 Forum Selection. The state and federal courts located in Cook County, Illinois shall have exclusive jurisdiction over any action arising out of or relating to this Agreement, subject to Section 11.3. Each Party hereby irrevocably submits to, and waives objection to, such jurisdiction and venue.

11.3 Arbitration (Optional). If [“YES” is inserted here], any dispute shall, as a condition precedent to litigation, be submitted to binding arbitration administered by [American Arbitration Association / JAMS] in Chicago, Illinois, in accordance with its commercial arbitration rules. Judgment on the award may be entered in any court of competent jurisdiction. Nothing herein limits a Party’s right to seek temporary or permanent injunctive relief in court.

11.4 Jury Trial Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY LITIGATION ARISING FROM THIS AGREEMENT.

12. GENERAL PROVISIONS

12.1 Amendments; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. Failure to enforce any provision shall not constitute a waiver of future enforcement.

12.2 Assignment. Neither Party may assign or delegate this Agreement or any rights or obligations hereunder without the prior written consent of the other Party, except that Client may assign this Agreement without consent in connection with a merger, acquisition, or sale of substantially all its assets. Any unauthorized assignment is void.

12.3 Independent Contractor Status. The Parties intend that Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Nothing herein creates any employment relationship, and Contractor shall have no authority to bind Client.

12.4 Severability. If any provision is held invalid or unenforceable, such provision shall be reformed to the minimum extent necessary to render it enforceable, and the remaining provisions shall remain in full force and effect.

12.5 Entire Agreement. This Agreement, including all Exhibits and Change Orders, constitutes the entire agreement between the Parties and supersedes all prior or contemporaneous oral or written agreements concerning its subject matter.

12.6 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered by electronic transmission (e.g., PDF or DocuSign) are deemed original and binding.

13. EXECUTION BLOCK

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

EXHIBIT A – STATEMENT OF WORK / SCOPE & SPECIFICATIONS

[Describe Services, Deliverables, milestones, acceptance criteria, and timeline.]

EXHIBIT B – CHANGE ORDER FORM

[Template for documenting changes.]

EXHIBIT C – FEES, RATES, AND EXPENSE POLICY

[Insert fee schedule, expense limits, and invoicing instructions.]