INDEPENDENT CONTRACTOR SERVICES AGREEMENT
(New Jersey)
[// GUIDANCE: All bracketed language must be reviewed and completed, modified, or deleted prior to execution. Remove all guidance comments before delivering final contract to client.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Engagement & Services
- Payment Terms
- Term & Termination
- Representations & Warranties
- Covenants & Restrictions
- Default & Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
- Exhibits & Schedules
1. DOCUMENT HEADER
This Independent Contractor Services Agreement (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
(a) [CLIENT LEGAL NAME], a [STATE] [corporation/limited liability company/sole proprietorship] with its principal place of business at [ADDRESS] (“Client”); and
(b) [CONTRACTOR LEGAL NAME], a [STATE] [corporation/limited liability company/sole proprietorship] with its principal place of business at [ADDRESS] (“Contractor”).
Client and Contractor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Recitals
A. Client desires to engage Contractor to perform certain services as an independent contractor and not as an employee.
B. Contractor represents that it is duly qualified and willing to perform such services under the terms and conditions set forth herein.
C. The Parties intend for this Agreement to satisfy applicable New Jersey worker-classification, tax, and insurance requirements.
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; terms defined elsewhere shall have the same meaning throughout:
“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 laws, regulations, and ordinances, including but not limited to New Jersey worker-classification, tax, and insurance laws.
“Client Materials” – all documents, data, specifications, software, and other materials supplied by or on behalf of Client.
“Deliverables” – the tangible and intangible work product to be delivered to Client as described in Exhibit A.
“Services” – the services described in Exhibit A to be provided by Contractor under this Agreement.
“Work Product” – all Deliverables and any intellectual property created in the course of providing the Services.
[// GUIDANCE: Add or delete defined terms as necessary.]
3. ENGAGEMENT & SERVICES
3.1 Engagement. Client hereby engages Contractor, and Contractor accepts such engagement, to perform the Services in accordance with this Agreement.
3.2 Independent Contractor Relationship.
(a) Status. Contractor is and shall remain an independent contractor, not an employee, partner, joint venturer, or agent of Client for any purpose. Nothing herein creates any employment relationship or entitlement to Client employee benefits.
(b) Control of Work. Contractor retains sole discretion over the manner and means of performing the Services, subject only to Client’s right to specify the desired results.
(c) Worker-Classification Compliance. The Parties intend and believe that the relationship established by this Agreement satisfies the “ABC” worker-classification test and any similar test under Applicable Law. Contractor agrees to cooperate with Client to supply documentation reasonably requested to confirm compliance.
3.3 Standards of Performance. Contractor shall:
(i) perform the Services in a timely, professional, and workmanlike manner consistent with industry standards;
(ii) assign personnel with suitable skill, experience, and qualifications; and
(iii) comply with all Applicable Law, including any licensing or registration requirements.
3.4 Non-Exclusivity. Contractor may perform services for third parties, provided such services do not interfere with Contractor’s obligations to Client or create a conflict of interest.
3.5 Subcontracting. Contractor shall not subcontract any material portion of the Services without Client’s prior written consent, which may be conditioned on subcontractor execution of a confidentiality and IP assignment agreement no less protective than this Agreement.
4. PAYMENT TERMS
4.1 Compensation. Client shall pay Contractor the fees set forth in Exhibit B (the “Fees”) as full consideration for the Services and Deliverables.
4.2 Invoices; Payment. Contractor shall invoice Client [monthly/upon milestone completion/other]. Provided the invoice is correct and undisputed, Client shall pay within [NUMBER] days of receipt.
4.3 Taxes.
(a) Responsibility. Contractor is responsible for all federal, state, and local taxes, assessments, and withholdings imposed on Contractor or Contractor’s personnel arising out of the Fees, including but not limited to income tax, self-employment tax, and contributions under the Federal Insurance Contributions Act.
(b) Tax Documentation. Contractor shall provide Client with a completed IRS Form W-9 (or applicable alternative) prior to the first payment. Client will issue an IRS Form 1099-NEC or other required reporting forms.
4.4 Reimbursement of Expenses. Client shall reimburse pre-approved, reasonable, out-of-pocket expenses incurred by Contractor in performing the Services, provided Contractor submits substantiating documentation in accordance with Client’s expense policy.
4.5 Late Payments. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, commencing five (5) days after written notice of non-payment.
5. TERM & TERMINATION
5.1 Term. The term of this Agreement commences on the Effective Date and continues until [FIXED DATE / COMPLETION OF SERVICES / one (1) year], unless earlier terminated.
5.2 Termination for Convenience. Either Party may terminate this Agreement for any reason upon [NUMBER] days’ prior written notice.
5.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party:
(a) materially breaches this Agreement and fails to cure within ten (10) business days after written notice;
(b) becomes insolvent, makes an assignment for benefit of creditors, or files or has filed against it any bankruptcy or receivership proceeding; or
(c) engages in unlawful or unethical conduct that, in the terminating Party’s reasonable judgment, could harm the terminating Party’s reputation.
5.4 Effect of Termination. Upon termination:
(i) Contractor shall cease all Services, deliver to Client all Work Product completed to date, and return Client Materials;
(ii) Client shall pay Contractor for Services satisfactorily performed through the termination date and for authorized expenses incurred; and
(iii) Sections 6.4, 7, 8, 9, 10, and 11 survive termination.
6. REPRESENTATIONS & WARRANTIES
6.1 Mutual Representations. Each Party represents that it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation and that it has full power and authority to enter into and perform this Agreement.
6.2 Contractor Representations. Contractor further represents that:
(a) the execution and performance of this Agreement do not breach any other agreement to which Contractor is a party;
(b) all Services and Deliverables will conform to the specifications and requirements in Exhibit A and be free from material defects;
(c) Contractor has the requisite skill, experience, and resources to perform the Services; and
(d) no Deliverables or Work Product will infringe any third-party intellectual property right.
6.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH ABOVE, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6.4 Survival. The representations and warranties in this Section survive for one (1) year following the final delivery of Services, except that the IP infringement warranty survives for the applicable statutory limitation period.
7. COVENANTS & RESTRICTIONS
7.1 Confidentiality. Contractor shall keep confidential and use only for the benefit of Client all proprietary and non-public information disclosed by Client (“Confidential Information”). Obligations of confidentiality survive for five (5) years after termination (and indefinitely for trade secrets).
7.2 Intellectual Property.
(a) Work-Made-For-Hire. To the extent permitted by law, all Work Product constitutes “work made for hire.” If any Work Product does not qualify, Contractor hereby irrevocably assigns to Client all right, title, and interest therein.
(b) Moral Rights. Contractor waives any moral rights in the Work Product to the maximum extent permitted by law.
7.3 Non-Solicitation. During the Term and twelve (12) months thereafter, Contractor shall not, without Client’s prior written consent, solicit for employment any employee of Client with whom Contractor had material contact.
7.4 Compliance with Insurance Obligations.
(a) Coverage. Contractor shall maintain, at its sole cost, insurance in the types and minimum limits stated below:
i. Commercial General Liability: $[AMOUNT] per occurrence;
ii. Professional Liability/Errors & Omissions: $[AMOUNT] per claim;
iii. Workers’ Compensation: statutory limits (unless exempt under New Jersey law);
iv. Automobile Liability (if vehicles are used): $[AMOUNT] per occurrence.
(b) Certificates. Upon request, Contractor shall provide Client with certificates of insurance evidencing required coverage and naming Client as an additional insured where commercially reasonable.
7.5 Notice Obligations. Contractor shall notify Client promptly (and in any event within two (2) business days) upon becoming aware of any actual or threatened claim or investigation that could materially affect Contractor’s performance.
8. DEFAULT & REMEDIES
8.1 Events of Default. Each of the following constitutes a default:
(a) failure to perform any material obligation under this Agreement;
(b) breach of confidentiality or IP obligations;
(c) failure to maintain required insurance;
(d) misclassification or failure to satisfy tax obligations resulting in liability to Client.
8.2 Cure Period. Except for breaches not capable of cure or requiring immediate action, the defaulting Party has ten (10) business days after written notice to cure the default.
8.3 Remedies. Upon default, the non-defaulting Party may:
(i) suspend performance;
(ii) terminate this Agreement;
(iii) seek injunctive relief;
(iv) pursue indemnification pursuant to Section 9; and
(v) exercise any other remedy available at law or equity.
8.4 Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement is entitled to recover reasonable attorneys’ fees, costs, and expenses.
9. RISK ALLOCATION
9.1 Indemnification by Contractor. Contractor shall defend, indemnify, and hold harmless Client and its Affiliates, and their respective officers, directors, employees, and agents (collectively, “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) any allegation that the Services, Deliverables, or Work Product infringe or misappropriate a third party’s intellectual property rights;
(c) bodily injury, death, or property damage caused by Contractor’s acts or omissions;
(d) Contractor’s failure to satisfy tax, insurance, or worker-classification obligations.
9.2 Limitation of Liability. EXCEPT FOR (i) INDEMNIFICATION OBLIGATIONS, (ii) BREACHES OF CONFIDENTIALITY OR IP PROVISIONS, AND (iii) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, NEITHER PARTY IS LIABLE FOR CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE TO CONTRACTOR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) $[AMOUNT], SUBJECT TO ANY LOWER STATUTORY LIMITATIONS IMPOSED UNDER NEW JERSEY LAW.
9.3 Force Majeure. Neither Party is liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, pandemics, natural disasters, terrorism, and governmental actions, provided the affected Party gives prompt written notice and uses commercially reasonable efforts to resume performance.
10. DISPUTE RESOLUTION
10.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict-of-laws principles.
10.2 Forum Selection & Exclusive Jurisdiction. Subject to Section 10.3 (Arbitration), the Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in [COUNTY] County, New Jersey for any action arising out of or relating to this Agreement and waive any objection to venue.
10.3 Arbitration. [SELECT ONE:
(a) Arbitration Elected – Any dispute not resolved informally within thirty (30) days shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration shall be [CITY, NJ], and judgment on the award may be entered in any court of competent jurisdiction.
(b) Arbitration Not Elected – Section 10.3 intentionally omitted.]
10.4 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.
10.5 Injunctive Relief. Notwithstanding Section 10.3, either Party may seek temporary or permanent injunctive relief or other equitable remedies in any court of competent jurisdiction to protect its Confidential Information or intellectual property.
11. GENERAL PROVISIONS
11.1 Amendment; Waiver. This Agreement may be amended only by a written instrument signed by both Parties. No waiver is effective unless in writing and signed by the Party waiving the right.
11.2 Assignment. Contractor may not assign, delegate, or transfer this Agreement without Client’s prior written consent. Any purported assignment in violation of this Section is void. This Agreement binds and inures to the benefit of the Parties and their permitted successors and assigns.
11.3 Severability. If any provision is held invalid or unenforceable, the remaining provisions remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to make it enforceable.
11.4 Entire Agreement. This Agreement (including Exhibits and Schedules) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior agreements and understandings.
11.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered electronically or by facsimile are deemed original signatures.
11.6 Notices. All notices must be in writing and delivered by personal delivery, reputable overnight courier, or certified mail (return receipt requested) to the addresses first written above (or such other address designated by notice). Notices are deemed received on the date of delivery or refusal.
12. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
CLIENT:
[CLIENT LEGAL NAME]
By: _____
Name: _____
Title: _____
Date: _______
CONTRACTOR:
[CONTRACTOR LEGAL NAME]
By: _____
Name: _____
Title: _____
Date: _______
[// GUIDANCE: Insert notary acknowledgment or witness signature lines if required by internal policy or industry practice.]
13. EXHIBITS & SCHEDULES
• Exhibit A – Statement of Work / Services Description
• Exhibit B – Compensation & Payment Schedule
• Exhibit C – Form of IRS W-9 (Contractor)
• Exhibit D – Certificate of Insurance Requirements
[// GUIDANCE: Attach completed exhibits prior to execution.]
[END OF AGREEMENT]