Independent Contractor Agreement - Michigan

INDEPENDENT CONTRACTOR SERVICES AGREEMENT

(Michigan – Comprehensive Form with Tax & Classification Riders)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement & Scope of Services
4. Term; Renewal; Transition Assistance
5. Compensation & Taxes
6. Performance Standards; Tools & Methodology
7. Deliverables; Intellectual Property
8. Representations & Warranties
9. Covenants & Restrictions
10. Insurance Requirements
11. Indemnification; Limitation of Liability
12. Events of Default; Remedies
13. Dispute Resolution
14. General Provisions
15. Execution Blocks
16. 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 as an independent business. This label does not determine legal classification; the actual relationship and applicable federal and Michigan tests control.

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 responsible for taxes legally imposed on Contractor arising from payments under this Agreement. Company will make information returns and other reports required by applicable tax law.
(b) Withholding. Except when withholding or payment is required by law, Company will not withhold payroll or employment taxes from payments to Contractor. Contractor shall promptly provide requested tax documentation.
(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; Control of Work. Contractor shall perform the Services (a) in a diligent, professional, and workmanlike manner; (b) in compliance with Applicable Law and advance-written Company requirements concerning results, security, site access, and legal compliance; and (c) using personnel with appropriate skill and experience. Subject to those requirements and the agreed deliverables, Contractor controls the manner, means, sequence, location, and scheduling of the work.

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, a copyrightable Deliverable will be treated as a “work made for hire” only if it qualifies under 17 U.S.C. § 101. To the extent a Deliverable does not so qualify, Contractor hereby assigns to Company all transferable right, title, and interest in the Deliverable, including copyright ownership, and will execute reasonable confirmatory instruments.

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 Attribution and Integrity Rights. To the extent permitted by applicable law, Contractor waives enforceable rights of attribution or integrity in identified Deliverables and will execute any additional work-specific waiver required by law. Any waiver governed by 17 U.S.C. § 106A must be in a signed writing that specifically identifies the work and uses covered.

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) Classification Facts. Contractor will operate a separate business, control the manner and means of performing the Services subject to Section 6.1, supply the resources identified in Exhibit A, bear the agreed risk of profit or loss, and remain free to serve other clients. The Parties will review actual practices if the scope or relationship changes. No representation in this Agreement overrides a classification required by law.
(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 Optional Customer-Protection Covenant. [USE ONLY AFTER MICHIGAN COUNSEL REVIEW.] During the Term and for [NUMBER] months thereafter, Contractor shall not knowingly use Company's Confidential Information to solicit substantially similar work from a specifically identified customer with whom Contractor had material contact through the Services. This clause does not prohibit general advertising, work for customers known independently, or ordinary competition. Mich. Comp. Laws § 445.774a expressly addresses employer-employee covenants; this template does not assume that section automatically governs an independent-contractor restraint.

9.2 Optional Non-Solicitation of Personnel. [USE ONLY AFTER COUNSEL REVIEW.] During the Term and for [NUMBER] months thereafter, neither Party shall knowingly target for employment or engagement the other Party's personnel who were materially involved in the Services, except through general solicitations or contacts initiated without targeted solicitation.

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: coverage required by law for Contractor's personnel. If Contractor asserts that coverage is not required, it shall provide documentation reasonably acceptable to Company and Company's insurer; this Agreement does not create or confirm an exemption.

10.2 Evidence of Coverage. Contractor shall provide certificates and, when required, endorsements evidencing the agreed coverage and additional-insured status (except for workers’ compensation) before Services begin and upon renewal.

10.3 Changes. Contractor shall request advance notice to Company through available policy endorsements and shall promptly notify Company after learning of a cancellation or material reduction. A certificate of insurance alone does not amend the policy or guarantee advance notice.

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.

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 courts located in [COUNTY], Michigan, and the federal district court having subject-matter jurisdiction and proper venue, shall have exclusive jurisdiction, and each Party submits to those 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]. A party may seek confirmation or enforcement of the award as provided by governing law. The written arbitration agreement is intended to operate under Mich. Comp. Laws § 691.1686 and any applicable federal law.
☐ Arbitration Not Elected – Section 13.2 applies.

13.4 Optional Jury-Trial Waiver. [SELECT ONLY AFTER COUNSEL REVIEW.] To the extent enforceable, each Party knowingly and voluntarily waives trial by jury in litigation arising out of this Agreement. Each Party separately initials this election: Company _____ Contractor _____. If this election is not initialed by both Parties, it is omitted.

13.5 Provisional Relief. Notwithstanding Section 13.3, a Party may request provisional or equitable relief concerning actual or threatened misuse of Confidential Information, trade-secret misappropriation, or infringement, to the extent authorized by the governing arbitration rules and law. Mich. Comp. Laws § 445.1903 authorizes injunctions for actual or threatened trade-secret misappropriation.

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 force to the extent the agreement can operate without it. The Parties request modification to the minimum enforceable scope where governing law permits modification.

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 counterparts. Consistent with Mich. Comp. Laws § 450.837, a contract, record, or signature will not be denied legal effect solely because it is electronic, subject to the Act's scope and exceptions.

14.8 Relationship Intent. The Parties intend an independent-contractor relationship and do not intend a partnership, joint venture, or agency. Legal worker classification remains governed by actual facts and applicable law as stated in Sections 3.1 and 14.11.

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.

14.11 Classification Administration. The Parties shall administer the relationship consistently with its actual independent-business structure. Michigan unemployment guidance applies a multi-factor control analysis and states that no single factor or fixed number of factors controls. The Parties should document, as applicable: Contractor's control over manner and means; investment and tools; opportunity for profit or loss; ability to serve unrelated clients; absence of employee-type benefits; project-based scope and payment; and the parties' actual course of conduct. Company shall not rely on this Agreement alone if actual practices indicate employment.

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: _____________________________

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

1. Description of Services: [DETAILED DESCRIPTION]
2. Deliverables & Milestones: [LIST & DATES]
3. Key Personnel: [NAMES / ROLES]
4. Acceptance Criteria: [OBJECTIVE SUCCESS METRICS]

Exhibit B

COMPENSATION SCHEDULE

1. Fee Structure: [HOURLY / FIXED / MILESTONE]
2. Rates & Caps: [$ AMOUNTS]
3. Expense Policy: [ALLOWABLE EXPENSES & LIMITS]
4. 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.]

MICHIGAN AND FEDERAL SOURCES

• Michigan UIA Fact Sheet 155, classification factors: https://www.michigan.gov/leo/bureaus-agencies/uia/tools/fact-sheets/independent-contractor-or-employee
• Mich. Comp. Laws § 445.774a, restrictive covenants: https://www.legislature.mi.gov/Laws/MCL?objectName=MCL-445-774A
• Mich. Comp. Laws § 445.1903, trade-secret injunctions: https://www.legislature.mi.gov/Laws/MCL?objectName=mcl-445-1903
• Mich. Comp. Laws § 450.837, electronic records and signatures: https://www.legislature.mi.gov/Laws/MCL?objectName=mcl-450-837
• Mich. Comp. Laws § 691.1686, validity of arbitration agreements: https://www.legislature.mi.gov/Laws/MCL?objectName=mcl-691-1686
• Current 2025 statutory-text fallback for § 445.774a: https://law.justia.com/codes/michigan/chapter-445/statute-act-274-of-1984/section-445-774a/
• Current 2025 statutory-text fallback for § 450.837: https://law.justia.com/codes/michigan/chapter-450/statute-act-305-of-2000/section-450-837/
• Current 2025 statutory-text fallback for § 691.1686: https://law.justia.com/codes/michigan/chapter-691/statute-act-371-of-2012/section-691-1686/
• 17 U.S.C. §§ 101, 106A, and 201: https://www.govinfo.gov/app/details/USCODE-2024-title17/USCODE-2024-title17-chap1-sec101, https://www.govinfo.gov/app/details/USCODE-2024-title17/USCODE-2024-title17-chap1-sec106A, and https://www.govinfo.gov/app/details/USCODE-2024-title17/USCODE-2024-title17-chap2-sec201

Classification depends on actual facts and the law governing the particular claim; this agreement does not create independent-contractor status by label.