INDEPENDENT CONTRACTOR SERVICES AGREEMENT

(North Carolina – Comprehensive Template)

[// GUIDANCE: This template is intentionally drafted at a high level of sophistication. Carefully review and customize all bracketed placeholders, optional provisions, and state-specific riders before client use. Ensure consistency between main body and exhibits/schedules.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement; Scope of Services
4. Term and Termination
5. Consideration; Payment Terms
6. Representations and Warranties
7. Covenants and Restrictions
8. Insurance; Regulatory Compliance
9. Risk Allocation
10. Default and Remedies
11. Dispute Resolution
12. General Provisions
13. Execution Block
14. Exhibits & Schedules

1. DOCUMENT HEADER

Independent Contractor Services Agreement (this “Agreement”) is entered into and made effective as of [EFFECTIVE DATE] (the “Effective Date”), by and between:

• [CLIENT 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 / individual] with its principal place of business at [ADDRESS] (“Contractor”).

Company and Contractor are sometimes referred to individually as a “Party” and collectively as the “Parties.”

RECITALS

A. Company desires to retain Contractor to perform certain professional services on an independent-contractor basis.
B. Contractor represents that it possesses the requisite skill, experience, and resources to provide such services.
C. The Parties desire to set forth their agreement concerning the engagement, all in accordance with North Carolina law and the terms herein.

NOW, THEREFORE, in consideration of the mutual covenants and other valuable consideration, the adequacy and receipt of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below. Terms defined in a singular form include the plural and vice-versa. Capitalized terms not defined in this Section have the meanings assigned elsewhere in this Agreement.

“Affiliate” – Any entity controlling, controlled by, or under common control with a Party.

“Applicable Law” – All federal, state (including the laws of the State of North Carolina), and local statutes, regulations, ordinances, and common-law principles applicable to the Services or either Party.

“Confidential Information” – All non-public, proprietary, or trade-secret information disclosed by or on behalf of a Party pursuant to this Agreement, whether oral, written, digital, or in any other form.

“Deliverables” – All tangible and intangible results of the Services described in Exhibit A, including reports, analyses, data compilations, and work product.

“Services” – The professional services, tasks, and responsibilities to be performed by Contractor, as more fully described in Exhibit A (Scope of Services).

“Taxes” – All federal, state, and local taxes, fees, assessments, and similar governmental charges, including but not limited to income, payroll, employment, sales, use, excise, and property taxes.

3. ENGAGEMENT; SCOPE OF SERVICES

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

3.2 Independent Contractor Relationship.
 (a) The Parties acknowledge and intend that Contractor is, and shall remain, an independent contractor and not an employee, agent, joint venturer, or partner of Company for any purpose.
 (b) Contractor shall have exclusive control over the manner and means of performing the Services, subject only to the specifications and schedules agreed in writing by the Parties.
 (c) Contractor shall not be entitled to participate in any of Company’s employee benefit plans, and Company shall make no deductions from payments due to Contractor for federal or state income tax, payroll tax, or similar items.

3.3 Compliance with Worker Classification Laws.
 Contractor represents, warrants, and covenants that it is properly classified as an independent contractor under North Carolina’s Workers’ Compensation Act and all other Applicable Law. Company relies on such representation and shall not direct the manner of performance beyond the scope permissible for independent contractors. Should any governmental authority reclassify Contractor or its personnel as employees of Company, Contractor shall indemnify Company pursuant to Section 9.1.

3.4 Changes to Services. Any material change to the scope, timeline, or Deliverables must be set forth in a written change order executed by both Parties, specifying any adjustment in fees, schedule, and resources.

4. TERM AND TERMINATION

4.1 Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue until [FIXED DATE / COMPLETION OF SERVICES], unless earlier terminated as provided herein.

4.2 Termination for Convenience. Either Party may terminate this Agreement, in whole or in part, without cause upon [NUMBER] days’ prior written notice to the other Party.

4.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party:
 (a) materially breaches any provision of this Agreement and fails to cure such breach within [CURE PERIOD] days after receiving written notice;
 (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy proceeding.

4.4 Effect of Termination. Upon termination:
 (i) Company shall pay Contractor all undisputed amounts for Services satisfactorily performed through the effective termination date;
 (ii) Contractor shall promptly deliver to Company all Deliverables (whether complete or in-process) and all Company property; and
 (iii) Sections 2 (Definitions), 6 (Representations & Warranties), 7.3 (Confidentiality), 8 (Insurance; Regulatory Compliance), 9 (Risk Allocation), 10 (Default & Remedies), 11 (Dispute Resolution), 12 (General Provisions), and this Section 4.4 shall survive.

5. CONSIDERATION; PAYMENT TERMS

5.1 Fees. Company shall pay Contractor the fees set forth in Exhibit B (Compensation & Payment Schedule). Unless otherwise stated, fees are [hourly / milestone-based / fixed] and exclusive of Taxes.

5.2 Invoicing and Payment. Contractor shall submit itemized invoices no more frequently than [PERIOD]. Company shall pay undisputed amounts within [NUMBER] days after receipt of each invoice.

5.3 Expenses. Company shall reimburse Contractor for pre-approved, reasonable, out-of-pocket expenses incurred in performing the Services, in accordance with Company’s expense policy attached as Exhibit C.

5.4 Right of Set-Off. Company may withhold or set off any amounts disputed in good faith, provided Company notifies Contractor of the basis for such dispute within the normal payment period.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Representations. Each Party represents and warrants that:
 (a) it is duly organized, validly existing, and in good standing under the laws of its state of formation;
 (b) it has full power and authority to enter into and perform its obligations under this Agreement; and
 (c) this Agreement constitutes a valid, binding, and enforceable obligation against it.

6.2 Contractor’s Additional Representations. Contractor further represents and warrants that:
 (a) it possesses the skill, experience, and resources necessary to perform the Services in a professional and workmanlike manner consistent with industry standards;
 (b) the Services and Deliverables will not infringe or misappropriate the intellectual property rights of any third party;
 (c) it shall comply with all Applicable Law, including federal and North Carolina tax, worker-classification, and insurance requirements.

6.3 No Other Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.4 Survival. The representations and warranties in this Agreement shall survive for a period of [SURVIVAL PERIOD] months following the expiration or termination of the Agreement.

7. COVENANTS AND RESTRICTIONS

7.1 Performance Standards. Contractor shall devote such time, attention, and resources as are reasonably necessary for the timely and satisfactory completion of the Services.

7.2 Non-Solicitation. During the Term and for [NUMBER] months thereafter, neither Party shall, directly or indirectly, solicit for employment any employee or contractor of the other Party who became known to such Party in connection with this Agreement, without the prior written consent of the other Party.

7.3 Confidentiality.
 (a) Each Party shall keep Confidential Information strictly confidential, use it solely for purposes of performing or receiving Services, and protect it with at least reasonable care.
 (b) The obligations in this Section shall survive the Term for [PERIOD] years, except for trade secrets, which shall be protected as long as they remain trade secrets under Applicable Law.

[// GUIDANCE: If the Services involve protected personal data, insert a data-processing addendum as Exhibit D.]

8. INSURANCE; REGULATORY COMPLIANCE

8.1 Insurance. Contractor shall, at its own expense, maintain the following insurance coverage with insurers rated A- or better by A.M. Best:
 (i) Commercial General Liability: $[LIMIT] per occurrence / $[LIMIT] aggregate;
 (ii) Professional Liability (Errors & Omissions): $[LIMIT] per claim;
 (iii) Commercial Auto Liability (if applicable): $[LIMIT] combined single limit;
 (iv) Workers’ Compensation: as required by Applicable Law, unless Contractor qualifies for an exemption as a bona fide independent contractor; and
 (v) Employer’s Liability: $[LIMIT] per accident.

Contractor shall furnish certificates of insurance naming Company as an additional insured (except Workers’ Compensation) upon request.

8.2 North Carolina Specific Compliance.
 (a) Taxes: Contractor acknowledges sole responsibility for payment of all Taxes arising from compensation paid under this Agreement.
 (b) Worker Classification: Contractor shall register for any state or local business licenses that may be required and shall file all required tax forms, including IRS Form 1099 compliance.
 (c) Workers’ Compensation Notice: If Contractor employs three or more employees regularly in the same business, Contractor must maintain workers’ compensation insurance in accordance with N.C. Gen. Stat. Chapter 97.

9. RISK ALLOCATION

9.1 Indemnification by Contractor. Contractor shall indemnify, defend, and hold harmless Company and its Affiliates, and their respective officers, directors, employees, and agents (“Company Indemnitees”) from and against any and all claims, damages, liabilities, fines, penalties, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
 (a) the negligence, willful misconduct, or breach of this Agreement by Contractor or its personnel;
 (b) an allegation that the Services or Deliverables infringe any intellectual property right of a third party;
 (c) reclassification of Contractor or its personnel as employees of Company by any governmental authority, including any resulting Taxes, withholdings, or benefits.

9.2 Limitation of Liability. EXCEPT FOR (i) A PARTY’S INDEMNIFICATION OBLIGATIONS, (ii) LIABILITY FOR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (iii) BREACH OF CONFIDENTIALITY, EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED [THE GREATER OF (A) THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE PRECEDING 12 MONTHS OR (B) $___], SUBJECT TO ANY NON-WAIVABLE STATUTORY LIMITS UNDER NORTH CAROLINA LAW.

9.3 Exclusion of Consequential Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

9.4 Force Majeure. Neither Party shall be liable for delay or failure to perform due to causes beyond its reasonable control (each, a “Force Majeure Event”), provided that the affected Party gives prompt notice and uses commercially reasonable efforts to mitigate.

10. DEFAULT AND REMEDIES

10.1 Events of Default. The following constitute an “Event of Default”:
 (a) a Party’s material breach of any representation, warranty, covenant, or obligation, not cured within the applicable cure period;
 (b) a Party’s insolvency or bankruptcy.

10.2 Remedies. Upon an Event of Default, the non-defaulting Party may, in addition to any other rights:
 (i) terminate this Agreement in whole or in part;
 (ii) suspend performance or payments;
 (iii) pursue injunctive relief, specific performance, or other equitable remedies; and
 (iv) recover all damages and costs, including reasonable attorneys’ fees, subject to the limitations in Section 9.

10.3 Attorney Fees. The prevailing Party in any action or proceeding to enforce this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

11. DISPUTE RESOLUTION

11.1 Governing Law. This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of North Carolina, without regard to conflict-of-laws rules.

11.2 Forum Selection. Subject to Section 11.3, the Parties submit to the exclusive jurisdiction of the state and federal courts located in [COUNTY], North Carolina, and waive any objection based on inconvenient forum.

11.3 Optional Arbitration. [SELECT ONE AND DELETE THE OTHER]
 • (a) Arbitration Elected. Any dispute arising out of or relating to this Agreement shall be resolved by confidential, binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall take place in [CITY, NC], before a single arbitrator. Judgment on the award may be entered in any court having jurisdiction.
 • (b) Arbitration Not Elected. Section 11.2 shall govern all disputes.

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 action arising out of or related to this Agreement.

11.5 Injunctive Relief. Nothing in this Section shall limit either Party’s right to seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction to prevent irreparable harm.

12. GENERAL PROVISIONS

12.1 Amendment; Waiver. No amendment or waiver shall be effective unless in writing and signed by both Parties. No failure or delay in exercising any right shall operate as a waiver.

12.2 Assignment. Neither Party may assign or delegate this Agreement, in whole or in part, without the prior written consent of the other Party, except that Company may assign this Agreement without consent to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

12.3 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the Parties agree to substitute a valid provision that most closely reflects the original intent.

12.4 Entire Agreement. This Agreement, including all Exhibits and Schedules, constitutes the entire understanding between the Parties and supersedes all prior proposals, negotiations, and communications, whether written or oral.

12.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including PDF or electronic signatures), each of which shall be deemed an original and all of which together constitute one instrument.

12.6 Notices. All notices shall be in writing and deemed given when delivered personally, sent by nationally recognized overnight courier, or mailed by certified mail (return receipt requested) to the addresses first set forth above (or as updated by notice).

13. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

[OPTIONAL NOTARY BLOCK – Insert if required for recording or evidentiary purposes.]

14. EXHIBITS & SCHEDULES

• Exhibit A – Scope of Services & Deliverables
• Exhibit B – Compensation & Payment Schedule
• Exhibit C – Reimbursable Expense Policy
• Exhibit D – Data Processing Addendum (if applicable)

[// GUIDANCE: Before finalizing, confirm that (i) insurance limits align with client risk tolerance, (ii) limitation-of-liability clause complies with any statutory caps or public-policy restrictions under North Carolina law, and (iii) selected dispute-resolution mechanism (court vs. arbitration) aligns with client strategy.]