INDEPENDENT CONTRACTOR SERVICES AGREEMENT
(New York – Comprehensive Template)
[Clean, professional markdown format with drafting guidance]

[// IMPORTANT DISCLAIMER: This template is provided for general informational purposes only and does not constitute legal advice. No attorney-client relationship is formed by its use. Parties should consult qualified New York counsel to review, customize, and finalize this Agreement for their specific needs.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement; Services; Term
4. Compensation; Expenses; Taxes
5. Representations and Warranties
6. Covenants and Restrictions
7. Insurance Requirements
8. Indemnification; Limitation of Liability
9. Default; Remedies
10. Dispute Resolution
11. General Provisions
12. Execution Block

1. DOCUMENT HEADER

INDEPENDENT CONTRACTOR SERVICES AGREEMENT (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

(a) [CLIENT LEGAL NAME], a [State of Organization] [corporation/LLC/other], having its principal place of business at [Address] (“Client”); and

(b) [CONTRACTOR LEGAL NAME], a [State of Organization] [corporation/LLC/individual/other], having its principal place of business (or residence) at [Address] (“Contractor”).

RECITALS
A. Client desires to engage Contractor to perform certain professional services.
B. Contractor is duly qualified to perform such services and agrees to do so as an independent contractor, and not as an employee, of Client.
C. The parties desire to set forth their respective rights and obligations in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below. Capitalized terms not defined in this Section shall have the meanings assigned elsewhere in this Agreement.

“Affiliate” – any entity that directly or indirectly controls, is controlled by, or is under common control with a party hereto.
“Applicable Law” – all federal, state (including New York), and local statutes, regulations, ordinances, and rules that govern the performance of the Services or the relationship of the parties.
“Confidential Information” – Section 6.2.
“Deliverables” – all work product, reports, data, documentation, and other materials created specifically for Client under this Agreement.
“Services” – the services described in Exhibit A (Scope of Work) and any additional services agreed in a written Change Order.
“Term” – Section 3.2.

[// GUIDANCE: Add other defined terms as needed for your engagement.]

3. ENGAGEMENT; SERVICES; TERM

3.1 Engagement. Client hereby engages Contractor, and Contractor accepts such engagement, to provide the Services during the Term in accordance with the standards set forth in Section 3.3.

3.2 Term. This Agreement commences on the Effective Date and continues until [END DATE OR PROJECT COMPLETION] unless earlier terminated pursuant to Section 9 (the “Term”).

3.3 Performance Standards. Contractor shall:
(a) perform the Services in a diligent, professional, and workmanlike manner consistent with industry standards;
(b) comply with all Applicable Law, including but not limited to New York Labor Law, the New York State Human Rights Law, Workers’ Compensation Law, and all federal tax withholding and reporting obligations; and
(c) provide all equipment, materials, and labor necessary to perform the Services, unless expressly stated otherwise in Exhibit A.

3.4 Relationship of the Parties. The parties acknowledge and agree that:
(a) Contractor is, and shall remain, an independent contractor and is not an employee, partner, joint venturer, or agent of Client;
(b) nothing in this Agreement shall be construed as creating any fiduciary relationship between the parties; and
(c) Contractor shall have no authority to bind Client except as expressly set forth herein.

[// GUIDANCE: Section 3.4 is drafted to bolster independent contractor classification under both IRS and New York standards.]

4. COMPENSATION; EXPENSES; TAXES

4.1 Fees. Client shall pay Contractor the fees set forth in Exhibit B (Compensation) for timely and satisfactory performance of the Services.

4.2 Invoicing and Payment.
(a) Contractor shall submit invoices [monthly/upon milestone completion] in the form reasonably required by Client.
(b) Client shall remit undisputed amounts within [30] days after receipt.
(c) Late payments shall bear interest at the lesser of [1.5 % per month] or the maximum rate permitted by law.

4.3 Expenses. Unless otherwise stated in Exhibit B, Contractor is responsible for all expenses incurred in connection with the Services. Pre-approved, documented out-of-pocket expenses shall be reimbursed at cost with no markup.

4.4 Taxes. Contractor shall:
(a) be solely responsible for, and shall timely file, all federal, state, and local tax returns and reports required with respect to amounts paid hereunder, including but not limited to self-employment taxes under the Internal Revenue Code;
(b) provide Client with a duly completed Form W-9 (or Form W-8BEN, as applicable); and
(c) indemnify Client against any liability for unpaid taxes, penalties, or interest arising from Contractor’s failure to comply with this Section.

[// GUIDANCE: New York does not mandate payroll withholding for true independent contractors; reinforce by allocating tax responsibility to Contractor.]

5. REPRESENTATIONS AND WARRANTIES

5.1 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, deliver, and perform this Agreement; and
(c) this Agreement constitutes a legal, valid, and binding obligation enforceable against it in accordance with its terms.

5.2 Contractor. Contractor further represents and warrants that:
(a) Contractor possesses all qualifications, licenses, permits, and approvals required to perform the Services under Applicable Law;
(b) the performance of the Services will not violate any other agreement or obligation by which Contractor is bound;
(c) all Deliverables will be original or properly licensed, and will not infringe or misappropriate any intellectual property right of any third party; and
(d) Contractor will comply with all immigration and employment verification requirements applicable to its personnel.

5.3 Disclaimer of Other Warranties. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

5.4 Survival. The representations and warranties in this Agreement shall survive for a period of [12] months following termination or expiration of the Agreement.

6. COVENANTS AND RESTRICTIONS

6.1 Non-Solicitation. During the Term and for [12] months thereafter, Contractor shall not, without Client’s prior written consent, directly or indirectly solicit for employment or engagement any employee of Client with whom Contractor had material contact in connection with the Services.

6.2 Confidentiality.
(a) Definition. “Confidential Information” means all non-public information disclosed by or on behalf of a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether oral, visual, written, electronic, or in any other form, that is designated as confidential or would reasonably be understood to be confidential.
(b) Obligations. The Receiving Party shall (i) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement, (ii) restrict disclosure to those of its employees, agents, and subcontractors with a need to know and who are bound by confidentiality obligations no less protective, and (iii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
(c) Exclusions; Required Disclosure; Injunctive Relief – See Exhibit C.

6.3 Compliance with Law. Contractor shall at all times comply with Applicable Law, including the New York State Workers’ Compensation Law and Disability Benefits Law, and shall maintain all records required thereunder.

6.4 Work Made for Hire; IP Assignment. To the fullest extent permitted by law, all Deliverables shall constitute “works made for hire” for Client; to the extent not so deemed, Contractor hereby irrevocably assigns all right, title, and interest in and to the Deliverables to Client.

7. INSURANCE REQUIREMENTS

7.1 Required Coverage. Contractor shall, at its sole cost, maintain in full force throughout the Term:
(a) Commercial General Liability with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate;
(b) Errors & Omissions / Professional Liability with limits of not less than $1,000,000 per claim;
(c) Workers’ Compensation Insurance in compliance with New York Workers’ Compensation Law (or provide a valid Form CE-200 certificate of exemption); and
(d) Automobile Liability (if vehicles are used in performance of the Services) with limits of not less than $1,000,000 combined single limit.

7.2 Certificates. Upon request and annually thereafter, Contractor shall deliver certificates of insurance evidencing the foregoing coverage and naming Client (and its Affiliates) as additional insureds where commercially reasonable.

[// GUIDANCE: New York imposes strict penalties for failure to maintain workers’ compensation coverage—even for out-of-state contractors performing work in NY.]

8. INDEMNIFICATION; LIMITATION OF LIABILITY

8.1 Contractor Indemnity. Contractor shall indemnify, defend, and hold harmless Client, its Affiliates, and their respective directors, officers, employees, and agents from and against any and all claims, damages, liabilities, losses, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) bodily injury, death, or property damage caused by Contractor or its personnel;
(b) Contractor’s breach of this Agreement or violation of Applicable Law;
(c) claims that the Deliverables infringe any intellectual property right; or
(d) taxes, withholdings, or other governmental assessments attributable to payments made to Contractor under this Agreement.

8.2 Limitation of Liability. EXCEPT FOR (i) A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (ii) CONTRACTOR’S INDEMNITY OBLIGATIONS, OR (iii) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, AND EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED [THE FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM].

[// GUIDANCE: New York generally enforces contractual liability caps, provided the clause is clear, conspicuous, and not contrary to public policy.]

9. DEFAULT; REMEDIES

9.1 Events of Default. A party shall be in default if it:
(a) materially breaches any provision and fails to cure within [15] days after receiving written notice;
(b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or
(c) engages in fraud or criminal misconduct related to this Agreement.

9.2 Client Remedies. Upon Contractor’s default, Client may, without prejudice to any other rights, (i) suspend payments, (ii) engage third parties to complete the Services at Contractor’s expense, and/or (iii) terminate this Agreement immediately upon notice.

9.3 Contractor Remedies. Upon Client’s default, Contractor may (i) suspend Services, (ii) terminate this Agreement, and (iii) pursue collection of undisputed amounts due, including reasonable attorneys’ fees.

9.4 Interim Injunctive Relief. Either party may seek injunctive or other equitable relief to prevent or curtail actual or threatened breach of Sections 6.2 or 6.4, without posting bond, to the extent permitted by law.

10. DISPUTE RESOLUTION

10.1 Governing Law. This Agreement shall be governed by and construed under the laws of the State of New York, without regard to its conflict-of-laws rules.

10.2 Forum Selection. The state and federal courts located in [New York County], New York shall have exclusive jurisdiction over all disputes arising out of or related to this Agreement, except as provided in Section 10.3. Each party irrevocably submits to such jurisdiction and waives any claim of inconvenient forum.

10.3 Optional Arbitration.
[IF ARBITRATION ELECTED] Any dispute not resolved by good-faith negotiation within [30] days shall be finally settled by binding arbitration administered by [JAMS/AAA] under its [Comprehensive/Commercial] Rules, by a single arbitrator seated in New York City, with judgment on the award enforceable in any court of competent jurisdiction.

10.4 Jury Trial Waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY HEREBY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

10.5 Attorneys’ Fees. The prevailing party in any action to enforce or interpret this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

11. GENERAL PROVISIONS

11.1 Amendment; Waiver. No amendment or waiver of this Agreement is effective unless in a writing signed by both parties. A waiver of any breach shall not be deemed a waiver of any other breach.

11.2 Assignment. Neither party may assign or delegate this Agreement, in whole or in part, without the prior written consent of the other, except that Client may assign to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. Any purported assignment in violation of this Section is void.

11.3 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to achieve its intended purpose.

11.4 Entire Agreement. This Agreement, together with its Exhibits, constitutes the entire agreement between the parties regarding the subject matter and supersedes all prior or contemporaneous understandings.

11.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including by PDF or electronic signature in compliance with the New York Electronic Signatures and Records Act), each of which is deemed an original, and all of which together constitute one instrument.

11.6 Force Majeure. Neither party shall be liable for failure or delay in performance caused by events beyond its reasonable control, provided that the affected party gives prompt notice and resumes performance as soon as practicable.

11.7 Notices. All notices shall be in writing and deemed given when delivered (i) personally, (ii) by nationally recognized overnight courier (with signature required), or (iii) by certified mail, return receipt requested, to the addresses set forth above (or such other address as either party may designate by notice).

12. EXECUTION BLOCK

IN WITNESS WHEREOF, the parties have executed this Independent Contractor Services Agreement as of the Effective Date.

EXHIBIT A

Scope of Work

1. Description of Services: [DETAILED DESCRIPTION]
2. Deliverables & Milestones: [TIMELINE]
3. Performance Standards: [KPIs/SERVICE LEVELS]

[// GUIDANCE: Be specific; vague scope creates classification and payment disputes.]

EXHIBIT B

Compensation & Payment Schedule

1. Fee Structure: [HOURLY / FIXED / MILESTONE]
2. Rates: [$___ per hour]
3. Invoicing Frequency: [MONTHLY]
4. Expense Policy: [DETAILS]

EXHIBIT C

Confidentiality Exceptions & Procedures

1. Exclusions from Confidential Information
2. Permitted Disclosures Under Compulsion of Law
3. Return or Destruction of Materials

[// GUIDANCE: Attach additional exhibits (e.g., Change Order form, background check requirements) as needed for your industry.]

END OF DOCUMENT