INDEPENDENT CONTRACTOR SERVICES AGREEMENT
(Michigan – Comprehensive Form with Tax & Classification Riders)
[// GUIDANCE: This template is designed for use by Michigan counsel. Customize all bracketed items and review state-specific provisions for client- and matter-specific suitability before execution.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Engagement & Scope of Services
- Term; Renewal; Transition Assistance
- Compensation & Taxes
- Performance Standards; Tools & Methodology
- Deliverables; Intellectual Property
- Representations & Warranties
- Covenants & Restrictions
- Insurance Requirements
- Indemnification; Limitation of Liability
- Events of Default; Remedies
- Dispute Resolution
- General Provisions
- Execution Blocks
- Exhibits & Schedules
1. DOCUMENT HEADER
This Independent Contractor Services Agreement (“Agreement”) is entered into effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between [COMPANY LEGAL NAME], a [STATE OF FORMATION / ENTITY TYPE] with its principal place of business at [ADDRESS] (“Company”), and [CONTRACTOR LEGAL NAME], a [STATE OF FORMATION / ENTITY TYPE or “individual”] with its principal place of business (or residence) 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 on an independent-contractor basis.
B. Contractor represents that it possesses the unique skills, experience, and resources necessary to perform such services.
C. The Parties wish to set forth their respective rights and obligations with respect to the engagement.
NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, capitalized terms have the meanings set forth below. Defined terms used in the Exhibits or Schedules carry the same meanings. Terms defined in the singular include the plural and vice-versa.
“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 other legally binding requirements governing a Party’s performance under this Agreement, including but not limited to Michigan statutes and regulations.
“Confidential Information” – Has the meaning set forth in Section 9.3.
“Deliverables” – All tangible or intangible work product, including reports, designs, data, documentation, software, and other materials, created for Company under this Agreement.
“Force Majeure Event” – An event beyond a Party’s reasonable control as enumerated in Section 14.9.
“Intellectual Property Rights” – All worldwide patent, copyright, trademark, trade secret, and other proprietary rights.
“Services” – The tasks, functions, and responsibilities described in Exhibit A and any mutually executed Change Order(s).
Other capitalized terms are defined contextually.
3. ENGAGEMENT & SCOPE OF SERVICES
3.1 Engagement. Company hereby engages Contractor, and Contractor accepts such engagement, to perform the Services strictly as an independent contractor.
3.2 Scope; Change Management. The scope of Services is set forth in Exhibit A. Additional or modified Services require a written Change Order executed by both Parties before commencement.
3.3 No Minimum Commitment. Except as expressly stated in Exhibit A, Company makes no commitment regarding volume, exclusivity, or minimum purchase of Services.
4. TERM; RENEWAL; TRANSITION ASSISTANCE
4.1 Term. The term of this Agreement shall commence on the Effective Date and continue for [INITIAL TERM] unless earlier terminated under Section 12.
4.2 Renewal. The Agreement shall [automatically renew for successive [RENEWAL PERIOD] terms / terminate upon expiration unless the Parties execute a written extension].
4.3 Transition Assistance. Upon termination or expiration, Contractor shall provide reasonable cooperation and transfer of Deliverables for up to [NUMBER] days at Company’s then-current rates (or as otherwise agreed) to assure an orderly transition.
5. COMPENSATION & TAXES
5.1 Fees. Company shall pay Contractor the fees set forth in Exhibit B (“Compensation Schedule”).
5.2 Invoicing & Payment. Contractor shall invoice Company [monthly / bi-weekly / milestone-based]. Company shall remit undisputed amounts within [NET 30] days of receipt.
5.3 Reimbursable Expenses. Company will reimburse pre-approved, reasonable out-of-pocket expenses incurred in connection with the Services, provided Contractor submits receipts in accordance with Company policy.
5.4 Taxes.
(a) Independent Responsibility. Contractor is solely responsible for all income, self-employment, payroll, and other taxes arising from payments under this Agreement. Company will report payments on IRS Form 1099-NEC as required by 26 U.S.C. § 6041.
(b) No Withholding. Company shall not withhold or pay any federal, state, or local income, payroll, or employment taxes on Contractor’s behalf.
(c) Sales & Use Taxes. If any Services are subject to sales or use tax, Contractor shall separately state such tax on its invoices and remit it as required by Michigan law.
6. PERFORMANCE STANDARDS; TOOLS & METHODOLOGY
6.1 Standard of Care. Contractor shall perform the Services (a) in a diligent, professional, and workmanlike manner consistent with industry best practices; (b) in compliance with Applicable Law and Company policies provided in advance; and (c) using personnel with appropriate skill and experience.
6.2 Tools & Materials. Unless otherwise set forth in Exhibit A, Contractor shall supply all equipment, tools, and materials necessary to perform the Services and shall be solely responsible for their maintenance and insurance.
6.3 Subcontracting. Contractor may not subcontract the Services without Company’s prior written consent, which consent may be conditioned on subcontractor background checks, insurance, or other requirements. Contractor shall remain fully responsible for all subcontracted work.
7. DELIVERABLES; INTELLECTUAL PROPERTY
7.1 Ownership. Except for Pre-Existing IP defined below, all Deliverables (including all Intellectual Property Rights therein) shall be “work made for hire” to the fullest extent permitted by law; otherwise, Contractor hereby irrevocably assigns all right, title, and interest in such Deliverables to Company.
7.2 Pre-Existing IP. Contractor retains ownership of its pre-existing proprietary materials (“Pre-Existing IP”). Contractor grants to Company a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and distribute Pre-Existing IP solely as incorporated in the Deliverables.
7.3 Moral Rights. Contractor waives all moral rights in the Deliverables and agrees to execute further documents as reasonably requested to evidence Company’s ownership.
8. REPRESENTATIONS & WARRANTIES
8.1 Mutual Representations. Each Party represents that: (a) it has full power and authority to enter into and perform this Agreement; (b) execution and performance do not violate any agreement to which it is a party; and (c) the Agreement constitutes a valid, binding obligation enforceable against it.
8.2 Contractor Representations. Contractor further represents and warrants that:
(a) Independent Contractor Status. Contractor is, and will at all times remain, properly classified as an independent contractor under federal and Michigan law, including but not limited to the Internal Revenue Code, the Fair Labor Standards Act, and Michigan worker classification standards.
(b) Qualifications. Contractor possesses all licenses, permits, approvals, and registrations required to perform the Services.
(c) Non-infringement. Deliverables will not infringe or misappropriate any third-party Intellectual Property Rights.
(d) Compliance. Contractor and its personnel will comply with all Applicable Law, including data privacy and export control regulations.
8.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, NEITHER PARTY MAKES ANY ADDITIONAL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8.4 Survival. The warranties in this Section survive for [12] months after acceptance of the applicable Deliverables.
9. COVENANTS & RESTRICTIONS
9.1 Non-Circumvention. During the Term and for [12] months thereafter, Contractor shall not solicit or perform the same or substantially similar services directly for any Client or customer of Company that Contractor learned of through the engagement without Company’s prior written consent.
9.2 Non-Solicitation of Personnel. During the Term and for [12] months thereafter, neither Party shall knowingly solicit for employment or engagement the other Party’s employees or contractors who were materially involved in the Services, except general solicitations not targeted at such individuals.
9.3 Confidentiality.
(a) Definition. “Confidential Information” means all non-public information, in any form, disclosed by or on behalf of a Party (“Discloser”) to the other Party (“Recipient”) that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
(b) Obligations. Recipient shall (i) use Confidential Information solely to perform under this Agreement; (ii) not disclose it to any third party without Discloser’s prior written consent; and (iii) protect it with the same degree of care it uses for its own confidential information, but no less than reasonable care.
(c) Exclusions. Confidential Information does not include information that: (1) is or becomes publicly available through no breach of this Agreement; (2) was lawfully known by Recipient before disclosure; (3) is independently developed by Recipient without use of Confidential Information; or (4) is lawfully received from a third party without breach of any duty.
(d) Compelled Disclosure. Recipient may disclose Confidential Information to the extent required by law, provided it gives prompt notice and cooperates to obtain protective treatment.
9.4 Data Security. Contractor shall implement and maintain commercially reasonable administrative, technical, and physical safeguards to protect Company data.
10. INSURANCE REQUIREMENTS
10.1 Minimum Coverages. Contractor shall, at its own expense, maintain the following insurance throughout the Term (and, with respect to claims-made policies, for at least two years thereafter):
(a) Commercial General Liability: not less than $[1,000,000] per occurrence and $[2,000,000] aggregate.
(b) Professional / Errors & Omissions Liability: not less than $[1,000,000] per claim, if applicable to the Services.
(c) Automobile Liability: $[1,000,000] combined single limit, if vehicles are used in performance.
(d) Workers’ Compensation and Employers’ Liability: as required by Michigan law for any employees of Contractor; if Contractor qualifies as exempt, it shall provide Company with a duly executed Certificate of Exemption.
10.2 Certificates. Contractor shall provide certificates of insurance evidencing the required coverage and naming Company as an additional insured (except for workers’ compensation) prior to commencing Services and upon renewal.
10.3 Changes. Contractor shall not cancel or materially reduce coverage without thirty (30) days’ prior written notice to Company.
[// GUIDANCE: Consider increasing coverage limits for higher-risk engagements.]
11. INDEMNIFICATION; LIMITATION OF LIABILITY
11.1 Contractor Indemnification. Contractor shall defend, indemnify, and hold harmless Company, its Affiliates, and their respective directors, officers, employees, and agents (“Company Indemnitees”) from and against any and all third-party claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) bodily injury, death, or property damage caused by Contractor or its personnel;
(b) Contractor’s breach of this Agreement or violation of Applicable Law;
(c) any claim that the Deliverables or Services infringe or misappropriate a third party’s Intellectual Property Rights; or
(d) Contractor’s tax obligations or worker classification.
11.2 Procedures. Company shall promptly notify Contractor of any claim subject to indemnification, allow Contractor to control the defense (subject to Company’s right to participate at its own cost), and reasonably cooperate at Contractor’s expense.
11.3 Limitation of Liability. EXCEPT FOR (i) INDEMNITY OBLIGATIONS, (ii) BREACHES OF CONFIDENTIALITY, OR (iii) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED [THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRECEDING THE CLAIM], SUBJECT TO ANY NON-WAIVABLE STATUTORY LIMITS UNDER MICHIGAN LAW.
[// GUIDANCE: Michigan law generally enforces contractual damage caps unless unconscionable; ensure caps align with business needs.]
12. EVENTS OF DEFAULT; REMEDIES
12.1 Events of Default. A Party is in default if it:
(a) materially breaches the Agreement and fails to cure within [30] days after written notice (or immediately, if the breach is incapable of cure);
(b) becomes insolvent, makes an assignment for creditors, or is subject to bankruptcy proceedings not dismissed within [60] days; or
(c) fails to timely pay undisputed amounts (for Company) or fails to meet performance standards (for Contractor).
12.2 Company Remedies. Upon Contractor default, Company may, without limiting other rights:
(a) suspend or terminate all or part of the Services;
(b) procure substitute services and charge Contractor for excess costs;
(c) offset any amounts due to Contractor; and
(d) seek injunctive relief, specific performance, or damages.
12.3 Contractor Remedies. Upon Company default, Contractor may suspend performance until cure or terminate the Agreement and seek payment for undisputed amounts due plus reasonable collection costs.
12.4 Termination for Convenience. Either Party may terminate this Agreement for convenience upon [30] days’ prior written notice; Company shall pay Contractor for Services satisfactorily performed through the termination date.
13. DISPUTE RESOLUTION
13.1 Governing Law. This Agreement and all disputes hereunder are governed by the internal laws of the State of Michigan, without regard to its conflict-of-laws principles.
13.2 Forum Selection. The state or federal courts located in [COUNTY], Michigan shall have exclusive jurisdiction, and each Party irrevocably submits to such courts, except as provided in Section 13.3.
13.3 Optional Arbitration. [SELECT ONE]
☐ Arbitration Elected – Any dispute not resolved informally within thirty (30) days shall be finally settled by binding arbitration administered by [AAA / JAMS] in accordance with its commercial rules. The seat of arbitration shall be [CITY, Michigan]; judgment on the award may be entered in any court of competent jurisdiction.
☐ Arbitration Not Elected – Section 13.2 applies.
13.4 Jury Trial Waiver. To the extent permitted by law, each Party waives its right to a jury trial in any litigation arising out of this Agreement.
13.5 Injunctive Relief. Notwithstanding the foregoing, either Party may seek temporary or permanent injunctive relief or other equitable remedies in any court of competent jurisdiction to prevent actual or threatened breach of confidentiality, Intellectual Property, or restrictive covenants.
14. GENERAL PROVISIONS
14.1 Amendment; Waiver. No amendment or waiver is effective unless in a writing signed by both Parties. A waiver is valid only for the specific instance and purpose given.
14.2 Assignment. Neither Party may assign or delegate its rights or obligations without the other Party’s prior written consent, except Company may assign to an Affiliate or successor by merger or asset sale. Any prohibited assignment is void.
14.3 Successors & Assigns. This Agreement binds and benefits the Parties and their permitted successors and assigns.
14.4 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force. A court may modify any unenforceable provision to the minimum extent necessary to render it enforceable.
14.5 Integration. This Agreement, including all Exhibits and Schedules, is the complete and exclusive statement of the Parties’ agreement and supersedes all prior proposals, negotiations, and communications.
14.6 Notices. All notices must be in writing and delivered (i) personally; (ii) by certified mail, return receipt requested; (iii) by nationally recognized courier; or (iv) by email with confirmation of receipt. Notices are effective on receipt.
14.7 Counterparts; Electronic Signatures. This Agreement may be executed in multiple counterparts, each deemed an original, together constituting one instrument. Electronic signatures and electronically transmitted copies shall be deemed originals.
14.8 Independent Contractors. The Parties are independent contractors; nothing herein creates an employment, partnership, joint venture, or agency relationship.
14.9 Force Majeure. Neither Party is liable for delay or failure to perform due to acts of God, governmental actions, epidemic, war, terrorism, labor disputes, or other causes beyond its reasonable control, provided it makes diligent efforts to resume performance.
14.10 Construction. Headings are for convenience only. “Including” means “including without limitation.” No presumption against the drafter shall apply.
15. EXECUTION BLOCKS
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
COMPANY:
[COMPANY LEGAL NAME]
By: ____
Name: ____
Title: _____
Date: _________
CONTRACTOR:
[CONTRACTOR LEGAL NAME]
By: ____
Name: ____
Title/Capacity: ___
Date: ________
[// GUIDANCE: If Contractor is an individual, replace signature block with individual’s name and add Social Security Number field if required for tax onboarding (do not include in executed version filed with public agencies).]
16. EXHIBITS & SCHEDULES
• Exhibit A – Scope of Services
• Exhibit B – Compensation Schedule
• Schedule 1 – Change Order Template (optional)
• Schedule 2 – Form of Certificate of Insurance
Exhibit A
SCOPE OF SERVICES
- Description of Services: [DETAILED DESCRIPTION]
- Deliverables & Milestones: [LIST & DATES]
- Key Personnel: [NAMES / ROLES]
- Acceptance Criteria: [OBJECTIVE SUCCESS METRICS]
[// GUIDANCE: Clearly articulate measurable performance standards to reduce disputes.]
Exhibit B
COMPENSATION SCHEDULE
- Fee Structure: [HOURLY / FIXED / MILESTONE]
- Rates & Caps: [$ AMOUNTS]
- Expense Policy: [ALLOWABLE EXPENSES & LIMITS]
- Payment Schedule: [DATES / TRIGGERS]
Schedule 1
CHANGE ORDER TEMPLATE
[Include standard template for scope, fee, timeline modifications with approval signatures.]
Schedule 2
FORM OF CERTIFICATE OF INSURANCE
[Attach specimen ACORD 25 or similar certificate evidencing coverages required under Section 10.]
[// GUIDANCE: Retain completed exhibits and schedules with the executed Agreement. File confidential versions appropriately, omitting proprietary rate data if public disclosure is required.]