Independent Contractor Agreement - North Carolina

NORTH CAROLINA INDEPENDENT CONTRACTOR SERVICES AGREEMENT

This Agreement is made on [__/__/____] between [CLIENT LEGAL NAME] of [ADDRESS] ("Client") and [CONTRACTOR LEGAL NAME] of [ADDRESS] ("Contractor").

1. Services and schedule

Contractor will perform the services and deliver the work described in Schedule A. The parties will sign a written change order before a material change to the scope, price, or delivery dates takes effect.

Contractor determines how to perform the work, subject to the agreed specifications, safety rules applicable at the worksite, and applicable law. Contractor will supply [TOOLS, EQUIPMENT, OR PERSONNEL] and will notify Client promptly of a material delay.

2. Relationship and compliance

The parties intend an independent business relationship. Contractor may provide services to others, subject to confidentiality and the deadlines in this Agreement. Contractor cannot bind Client to a contract or incur expenses for Client without written authority.

This Agreement expresses the parties' intent; it does not resolve worker status under applicable tax, wage, benefit, or workers' compensation law. The parties will review the actual working arrangement and meet any nonwaivable duties that apply. Neither party promises that a contract label alone establishes a classification.

Under N.C. Gen. Stat. §§ 97-2(1)-(2) and 97-93(a), workers' compensation duties depend on statutory coverage and employee status. Each party will meet any coverage or approved self-insurance duty that applies to its own workers. Contractor will provide proof of the coverage listed in Schedule B if requested; no proof of exemption is created by signing this Agreement.

Each party will obtain licenses and permits required for its own activities and handle its own tax reporting and payments as applicable. Client will provide reasonably needed site access and information; Contractor will follow applicable site safety and security rules supplied in writing.

3. Fees and payment

Client will pay the fees and approved expenses stated in Schedule B. Contractor will invoice at the agreed milestones with a description of work performed and approved expenses. Client will pay undisputed amounts within [____] days after receiving a proper invoice, subject to any nonwaivable law.

Client will explain a good-faith invoice dispute in writing within [____] days after receipt and pay the undisputed balance when due. The parties will work to resolve the disputed amount promptly. Any tax or withholding treatment required by law controls over the parties' chosen label.

4. Deliverables and confidential information

Contractor will deliver the items listed in Schedule A by the stated dates. Client may identify a material failure to meet the agreed specifications within [____] days after delivery. Contractor will have [____] days to correct the stated failure, unless the parties agree otherwise in writing.

On payment for a deliverable, Contractor grants Client a perpetual, nonexclusive license to use, reproduce, and modify that deliverable for Client's business purposes. Contractor retains ownership of its preexisting materials identified in Schedule A and grants Client the same license to any such material embedded in a paid deliverable. Any broader transfer of rights requires a separate written agreement signed by both parties.

Each party will use the other's nonpublic business information only to perform this Agreement and will protect it with reasonable care. This duty does not apply to information that becomes public without breach, was already lawfully known, is received lawfully without restriction, or is independently developed. A party required by law to disclose information will give notice when law permits. At termination, each party will return or delete the other's confidential materials on request, subject to lawful retention needs.

5. Term and termination

This Agreement ends on completion of the services unless ended earlier as follows:

• Either party may end it for convenience on [____] days' written notice.
• Either party may end it for a material breach that remains uncured [____] days after written notice describing the breach. Immediate termination is available where a breach cannot reasonably be cured or continued performance would violate law.

On termination, Contractor will deliver completed and paid-for work, return Client property, and invoice for conforming work performed through the termination date. Client will pay amounts properly due under Section 3. The license in Section 4 applies only to paid deliverables. Confidentiality and accrued payment duties survive as needed to carry them out.

6. Responsibility and disputes

Each party is responsible for its own acts and omissions. Contractor will defend and indemnify Client against a third-party claim to the extent caused by Contractor's willful misconduct or infringement by a deliverable Contractor created, excluding a claim caused by Client's supplied material or modifications. Client must give prompt notice and reasonable control of the defense, subject to Client's right to reject a settlement that imposes an admission or nonmonetary duty on it. This clause does not shift a party's nonwaivable statutory duties.

North Carolina law governs this Agreement. A party may bring a dispute in a court with jurisdiction in [COUNTY], North Carolina. No clause here requires waiver of a jury trial; N.C. Gen. Stat. § 22B-10 makes a contractual jury-trial waiver unenforceable. A court may grant only relief available under applicable law and upon the required showing.

7. General terms

Notices under this Agreement must be sent to the addresses above by [PERSONAL DELIVERY / TRACKED MAIL / EMAIL TO SPECIFIED ADDRESS]. A notice is effective when actually received, unless a different nonwaivable rule applies. Each party will update its notice address in writing.

This Agreement and its initialed schedules are the complete agreement on these services. Changes must be in a writing signed by both parties. If a provision is unenforceable, the remaining provisions continue to the extent permitted by law. The parties may sign counterparts and may use electronic signatures where applicable law permits.

Signatures

Schedule A — Services and deliverables

Additional work or approved subcontractors: [________________________________]

Client initials: [____] Contractor initials: [____]

Schedule B — Fees, expenses, and coverage

Client initials: [____] Contractor initials: [____]

Sources and References

• N.C. Gen. Stat. § 22B-10: https://www.ncleg.gov/EnactedLegislation/Statutes/PDF/BySection/Chapter_22B/GS_22B-10.pdf
• N.C. Gen. Stat. § 97-2: https://www.ncleg.gov/EnactedLegislation/Statutes/PDF/BySection/Chapter_97/GS_97-2.pdf
• N.C. Gen. Stat. § 97-93: https://www.ncleg.gov/EnactedLegislation/Statutes/PDF/BySection/Chapter_97/GS_97-93.pdf