Independent Contractor Agreement - Nevada

INDEPENDENT CONTRACTOR SERVICES AGREEMENT

(Nevada‐Governed)**

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.

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. NRS 608.0155 creates a conclusive presumption only for purposes of Chapter 608 when its requirements are satisfied; it does not make the contract label controlling for every Nevada or federal law.
(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 any valid, narrowly drawn covenant selected in Section 5.3; and
(iv) maintain all business and occupational licenses, insurance, bonding, and tax registrations legally required for the Services.
(c) If the parties intend to rely on the NRS 608.0155(1) presumption, verify and document all threshold requirements in subsections (1)(a) and (1)(b) and at least three criteria in subsection (1)(c). Failure to establish that presumption does not automatically make the person an employee under NRS 608.0155(3).

3.5 Taxes

Contractor is responsible for taxes legally imposed on Contractor arising from compensation under this Agreement. Company will make information returns, withholding, and other reports required by applicable tax law.

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) if it is an entity, 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 will administer the relationship consistently with the actual facts documented under Section 3.4. No representation in this Agreement overrides a worker classification required by law, and Contractor's employees or subcontractors must be classified separately based on their own relationships.

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) Provisional Relief. Discloser may request provisional or equitable relief for actual or threatened misuse of Confidential Information, subject to the proof, bond, and other requirements imposed by governing law or court rule.

5.2 Intellectual Property

Unless otherwise stated in the SOW: (a) a copyrightable Deliverable is a “work made for hire” only if it qualifies under 17 U.S.C. § 101; (b) to the extent it does not qualify, Contractor assigns to Company all transferable right, title, and interest in the Deliverable and will execute reasonable confirmatory instruments; and (c) Contractor grants Company a perpetual, worldwide, royalty-free license to use, copy, modify, and distribute Contractor’s Pre-Existing Materials solely as incorporated in the Deliverables. Any waiver governed by 17 U.S.C. § 106A must be in a signed writing specifically identifying the work and uses covered.

5.3 Optional Narrow Protective Covenants

[USE ONLY AFTER NEVADA COUNSEL REVIEW] For [NUMBER] months after the Term, Contractor shall not knowingly use Company's Confidential Information to target (a) Company personnel materially involved in the Services for employment or (b) specifically identified customers with whom Contractor had material contact through the Services. General advertising, independently known contacts, and ordinary competition are not prohibited. NRS 613.195 regulates employer-employee noncompetition covenants; this template does not assume that statute automatically validates a restraint imposed on an independent contractor.

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.

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 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 exclusion or waiver.

Certificates and, when required, endorsements evidencing the agreed coverage and additional-insured status (except for workers’ compensation) shall be provided before Services begin 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 submit to the state courts located in [COUNTY], Nevada, and the federal district court having subject-matter jurisdiction and proper venue.

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 resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat shall be [CITY, Nevada]. A party may seek confirmation or enforcement as provided by governing law. The written agreement is intended to operate under NRS 38.219 and any applicable federal law.

8.4 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 not initialed by both Parties, this section is omitted.

8.5 Injunctive Relief

Each 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 governing law or arbitration rules. This section does not predetermine irreparable harm or waive a bond required by a court.

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 to the extent the Agreement can operate without it. The parties request modification to the minimum enforceable scope where governing law permits modification.

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. Consistent with NRS 719.240, a contract, record, or signature may not be denied legal effect solely because it is electronic, subject to the statute's scope and exceptions.

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)

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]

SOURCES AND REFERENCES

• NRS 608.0155, Chapter 608 independent-contractor presumption: https://www.leg.state.nv.us/NRS/NRS-608.html#NRS608Sec0155
• NRS 613.195, employee noncompetition covenants: https://www.leg.state.nv.us/NRS/NRS-613.html#NRS613Sec195
• NRS 38.219, validity of arbitration agreements: https://www.leg.state.nv.us/NRS/NRS-038.html#NRS038Sec219
• NRS 719.240, electronic records, contracts, and signatures: https://www.leg.state.nv.us/NRS/NRS-719.html#NRS719Sec240
• Federal work-made-for-hire, ownership, and attribution/integrity rules: 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

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