**INDEPENDENT CONTRACTOR SERVICES AGREEMENT

(Nevada‐Governed)**

[// GUIDANCE: This template is drafted to comply with Nevada law, including NRS 608.0155 (worker-classification) and NRS 616B.603 (industrial insurance). Edit bracketed placeholders, election boxes, and schedules before execution.
All statutory references are to the Nevada Revised Statutes (“NRS”) in effect on the Effective Date.]

TABLE OF CONTENTS

I. Document Header
II. Definitions
III. Operative Provisions
IV. Representations & Warranties
V. Covenants & Restrictions
VI. Default & Remedies
VII. Risk Allocation
VIII. Dispute Resolution
IX. General Provisions
X. Execution Block

I. DOCUMENT HEADER

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

1. [CLIENT LEGAL NAME], a [STATE] [ENTITY TYPE], having its principal place of business at [ADDRESS] (“Company”); and
2. [CONTRACTOR LEGAL NAME], a [STATE] [ENTITY TYPE / “individual”], having its principal place of business/residence at [ADDRESS] (“Contractor”).

Recitals

A. Company desires to engage Contractor to perform certain Services (as defined below);
B. Contractor represents that it possesses the expertise and resources to perform the Services as an independent contractor and not as an employee of Company; and
C. The parties wish to set forth their respective rights and obligations in this Agreement for good and valuable consideration, the sufficiency of which is hereby acknowledged.

NOW, THEREFORE, in consideration of the mutual covenants herein, the parties agree as follows:

II. DEFINITIONS

For purposes of this Agreement, capitalized terms have the meanings set forth below. Undefined capitalized terms have the meanings ascribed in the body of this Agreement.

“Affiliate” – any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
“Applicable Law” – all federal, state (including Nevada), and local laws, regulations, ordinances, and orders applicable to the Services or either party.
“Confidential Information” – Section 5.1.
“Deliverables” – all work product, reports, materials, inventions, or other items delivered or required to be delivered by Contractor under the Statement of Work.
“Force Majeure Event” – Section 7.4.
“Services” – the tasks, functions, and responsibilities described in Exhibit A (Statement of Work).
“Statement of Work” or “SOW” – Exhibit A and any subsequent written statement the parties execute referencing this Agreement.

[// GUIDANCE: Add or remove defined terms to match the business deal; keep terms alphabetized.]

III. OPERATIVE PROVISIONS

3.1 Engagement; Scope of Services

(a) Company hereby engages Contractor, and Contractor accepts such engagement, to perform the Services set forth in the applicable SOW in a timely, professional, and workmanlike manner consistent with industry standards.
(b) Changes to any SOW require a written change order signed by authorized representatives of both parties.

3.2 Term

This Agreement commences on the Effective Date and continues until (a) completion of all Services under all SOWs, or (b) earlier termination pursuant to Section 6 (the “Term”).

3.3 Compensation; Expenses

(a) Fees. Company shall pay Contractor the fees in the SOW within [NUMBER] days after receipt of an undisputed invoice.
(b) Expenses. Pre-approved, reasonable out-of-pocket expenses will be reimbursed at cost.
(c) Set-Off. Company may not withhold or set-off payments except for documented good-faith disputes.
(d) Late Payment. Overdue amounts accrue interest at [RATE]% per month or the maximum rate allowed by Applicable Law, whichever is lower.

3.4 Independent Contractor Relationship

(a) The parties intend an independent contractor relationship under NRS 608.0155 and NRS 616B.603. Nothing herein creates an employer-employee, joint venture, or agency relationship.
(b) Contractor shall:
(i) control and direct the means and manner of performing the Services;
(ii) supply all equipment, tools, and materials (except as expressly provided in the SOW);
(iii) be free to provide services to others, subject to Section 5.3 (Non-Solicitation/Non-Competition); and
(iv) maintain all licenses, permits, and federal/state tax registrations (including a Nevada State Business License) required to perform the Services.

3.5 Taxes

Contractor is solely responsible for all federal, state, and local taxes, contributions, and filings arising from compensation paid hereunder, including without limitation self-employment taxes and estimated tax payments. Company will issue IRS Form 1099-NEC as required.

3.6 Performance Standards & Deadlines

Contractor shall perform the Services in accordance with (a) the timelines in the SOW, and (b) any written performance metrics mutually agreed.

3.7 Conditions Precedent

Company’s obligations to pay any invoice are contingent upon Contractor’s (a) timely submission of complete, accurate invoices, and (b) continued compliance with Sections 3.4, 3.5, and 5.

IV. REPRESENTATIONS & WARRANTIES

4.1 Mutual

Each party represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
(b) it has full power and authority to execute and deliver this Agreement and to perform its obligations; and
(c) the execution, delivery, and performance of this Agreement have been duly authorized.

4.2 Contractor

Contractor further represents and warrants that:
(a) Services and Deliverables will conform to the specifications in the SOW and be performed in a professional and workmanlike manner;
(b) Deliverables will not infringe any third-party intellectual property rights;
(c) Contractor possesses and will maintain throughout the Term all governmental approvals, licenses, and insurance required by Applicable Law; and
(d) Contractor, and any employees/subcontractors it may engage, qualify as independent contractors under NRS 608.0155 and satisfy at least one of the criteria in NRS 616B.603(1)(b).

4.3 Survival

All representations and warranties survive termination of this Agreement for [12] months, except as otherwise provided by Applicable Law.

V. COVENANTS & RESTRICTIONS

5.1 Confidentiality

(a) Definition. “Confidential Information” means any non-public information disclosed by a party (“Discloser”) to the other (“Recipient”) that is identified as confidential or should reasonably be understood to be confidential.
(b) Obligations. Recipient shall (i) hold Confidential Information in strict confidence, (ii) use it solely to perform its obligations or exercise its rights hereunder, and (iii) restrict disclosure to its personnel on a need-to-know basis under written obligations of confidentiality.
(c) Exclusions. Confidential Information does not include information that is or becomes publicly available through no breach, was known to Recipient without restriction, is independently developed, or is rightfully received from a third party.
(d) Injunctive Relief. Recipient acknowledges that breach of this Section would cause irreparable harm for which monetary damages are inadequate and agrees that Discloser may seek injunctive relief without posting bond.

5.2 Intellectual Property

Unless otherwise stated in the SOW: (a) all Deliverables (excluding Contractor’s Pre-Existing Materials) are “works made for hire” and Company owns all right, title, and interest therein; (b) Contractor hereby irrevocably assigns to Company all intellectual property rights in the Deliverables; and (c) Contractor grants to Company a perpetual, worldwide, royalty-free license to use, copy, modify, and distribute Contractor’s Pre-Existing Materials incorporated in the Deliverables solely as part of the Deliverables.

5.3 Non-Solicitation / Non-Competition

[OPTIONAL – SELECT IF REQUIRED] Contractor agrees that during the Term and for [12] months thereafter it will not, without Company’s prior written consent, directly or indirectly:
(a) solicit for employment any employee of Company; nor
(b) compete with Company in [geographic scope / line of business].

[// GUIDANCE: Nevada restricts non-competes with individuals; ensure compliance with NRS 613.195.]

5.4 Compliance Monitoring; Audit

Upon [10] business days’ notice, Contractor shall permit Company (or its designee) to audit Contractor’s records relating to this Agreement solely to confirm compliance with Sections 3.4–3.6 and 5.1–5.3.

VI. DEFAULT & REMEDIES

6.1 Events of Default

The following constitute an “Event of Default”:
(a) material breach of this Agreement not cured within [15] days after written notice;
(b) failure to timely deliver material Deliverables;
(c) failure to maintain required insurance;
(d) insolvency, assignment for the benefit of creditors, or commencement of bankruptcy proceedings; or
(e) misclassification or violation of Applicable Law determined by final administrative or judicial order.

6.2 Termination Rights

(a) For Cause. Upon an Event of Default, the non-defaulting party may terminate this Agreement or any SOW immediately by written notice and pursue remedies under Section 6.3.
(b) For Convenience. Either party may terminate any SOW, or the Agreement as a whole, without cause upon [30] days’ prior written notice. Company shall pay Contractor for undisputed Services performed through the effective termination date.
(c) Effect of Termination. Upon expiration or termination, Contractor shall (i) cease all Services, (ii) deliver all completed Deliverables and work-in-progress, and (iii) return or certify destruction of Company Confidential Information.

6.3 Remedies

In addition to termination, the non-defaulting party may pursue any remedies available at law or equity, including specific performance and injunctive relief. Contractor acknowledges Company may withhold final payment until all Deliverables are received and accepted.

6.4 Attorneys’ Fees

The prevailing party in any action or proceeding to enforce this Agreement is entitled to recover reasonable attorneys’ fees and costs.

VII. RISK ALLOCATION

7.1 Indemnification by Contractor

Contractor shall defend, indemnify, and hold harmless Company and its Affiliates, and their respective directors, officers, employees, and agents (“Indemnitees”), from and against any and all third-party claims, demands, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) bodily injury (including death) or property damage caused by Contractor;
(b) breach of this Agreement or Applicable Law by Contractor;
(c) infringement or misappropriation of intellectual property by the Deliverables; or
(d) any federal, state, or local tax obligations, penalties, or interest assessed against Company attributable to Contractor.

7.2 Limitation of Liability

EXCEPT FOR (i) INDEMNIFICATION OBLIGATIONS; (ii) BREACHES OF CONFIDENTIALITY; OR (iii) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR (A) CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, OR (B) DIRECT DAMAGES EXCEEDING, IN THE AGGREGATE, THE FEES PAID OR PAYABLE UNDER THE APPLICABLE SOW DURING THE TWELVE-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO LIABILITY.

[// GUIDANCE: Nevada generally enforces negotiated liability caps absent unconscionability.]

7.3 Insurance Requirements

Contractor shall, at its own expense, maintain during the Term:
(a) Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate;
(b) Professional Liability / Errors & Omissions insurance with limits of not less than $1,000,000 per claim, if Services are professional in nature;
(c) Automobile Liability (if vehicles used) with limits of $1,000,000 combined single limit; and
(d) Workers’ Compensation or Industrial Insurance as required under NRS 616B.627 or written evidence of valid exclusion/waiver pursuant to NRS 616B.659.

Certificates of insurance naming Company as additional insured (except for workers’ compensation) shall be provided prior to commencing Services and upon renewal.

7.4 Force Majeure

Neither party is liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, pandemic, war, terrorism, labor disputes, or governmental actions (“Force Majeure Event”), provided the affected party (a) promptly notifies the other, and (b) uses diligent efforts to resume performance. If a Force Majeure Event continues for more than [30] days, either party may terminate the affected SOW without liability.

VIII. DISPUTE RESOLUTION

8.1 Governing Law

This Agreement is governed by and construed in accordance with the laws of the State of Nevada, without regard to conflict-of-law principles.

8.2 Forum Selection – Exclusive Jurisdiction

Subject to Section 8.3, the parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in [COUNTY], Nevada, and waive any objection to venue or forum non conveniens.

8.3 Arbitration (Optional)

☐ Checked if Applicable: Any dispute arising out of or relating to this Agreement shall, at the election of either party, be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration shall be [CITY, Nevada]. Judgment on the award may be entered in any court of competent jurisdiction. Nothing herein prevents either party from seeking interim injunctive relief in court.

[// GUIDANCE: Delete if arbitration is not elected.]

8.4 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 OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

8.5 Injunctive Relief

Each party acknowledges that a breach of Sections 5 or 10 would cause irreparable harm and agrees that the non-breaching party may seek injunctive relief without the posting of bond.

IX. GENERAL PROVISIONS

9.1 Amendment; Waiver

No amendment or waiver of any provision is effective unless in writing and signed by authorized representatives of both parties. A waiver in one instance is not a waiver of any subsequent breach.

9.2 Assignment

Neither party may assign or delegate this Agreement without the prior written consent of the other, except that Company may assign to an Affiliate or successor in connection with a merger, reorganization, or sale of substantially all assets. Any prohibited assignment is void.

9.3 Successors & Assigns

This Agreement binds and inures to the benefit of the parties and their permitted successors and assigns.

9.4 Severability; Reformation

If any provision is held unenforceable, the remaining provisions remain in effect, and the invalid provision shall be reformed to the minimum extent necessary to render it enforceable.

9.5 Entire Agreement; Integration

This Agreement, including all Exhibits and SOWs, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements or understandings, whether written or oral.

9.6 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, each of which is an original and all of which together constitute one instrument. Signatures delivered via electronic means (e.g., DocuSign, PDF) are deemed original.

9.7 Notices

Notices must be in writing and delivered (i) by hand, (ii) by nationally recognized overnight courier, or (iii) via certified mail, return receipt requested, to the addresses first above written (or such other address a party designates). Notices are effective on receipt.

9.8 Headings; Construction

Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” This Agreement is the product of both parties and shall not be construed against either party as drafter.

X. EXECUTION BLOCK

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

Notary Acknowledgment (if required by internal policy or Applicable Law)
[// GUIDANCE: Nevada does not mandate notarization for independent contractor agreements, but notarize if corporate policy or downstream filing (e.g., lien rights) requires.]

EXHIBIT A

STATEMENT OF WORK

1. Description of Services: ___________
2. Deliverables: _________
3. Milestones / Deadlines: ___________
4. Fees & Payment Schedule: _________
5. Key Personnel (if any): ___________
6. Company-Supplied Materials/Access: ______
7. Special Insurance Requirements (if any): _______
8. Acceptance Criteria: _______

[END OF AGREEMENT]