Independent Contractor Agreement - New York

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

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:

NEW YORK USE GATE — COMPLETE BEFORE SIGNATURE

The parties' contract label does not decide worker status. New York's official
classification guidance evaluates the actual relationship, including the degree
of supervision, direction, and control. Complete this gate using the real work
practices, not only the clauses below.

☐ Classification reviewed under current New York guidance

☐ Contractor is free from supervision, direction, and control to the extent
required for the intended classification

☐ Any industry-specific classification test has been identified and satisfied

For General Business Law Article 44-A, confirm each item:

☐ Contractor is a natural person or an organization composed of no more than
one natural person

☐ Services total at least $800 under this contract or when aggregated with
contracts between the same parties during the immediately preceding 120 days

☐ Contractor is not acting under this contract as a covered sales
representative, practicing attorney, licensed medical professional, or
construction contractor

☐ Client is not the United States, New York State, a municipality, or a foreign
government

☐ If New York City law also applies, counsel has completed the separate city
overlay; GBL § 1415 does not displace that local law

Article 44-A applies to this engagement: ☐ Yes ☐ No

Basis for conclusion: [________________________________]

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, including the NY Freelance Isn't Free Act (NY Gen. Bus. Law Art. 44-A).
“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.

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.

The parties' label does not determine worker status under New York law. Actual status depends on the facts, including the degree of supervision, direction, and control over the Services. The parties shall review the relationship and working practices with New York counsel before relying on independent-contractor treatment.

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, but if New York General Business Law Article 44-A applies, payment shall in all events be made by the contractually specified payment date or, if no date is specified, no later than 30 calendar days after completion of the Services.
(c) If Article 44-A applies, Contractor must submit the list of services rendered
by [DATE OR DETERMINABLE MECHANISM] to meet Client's internal processing
deadline. This field does not extend the payment deadline in subsection (b).
(d) Once Contractor begins performance, Client shall not condition timely
payment on Contractor accepting less than the contracted compensation where
GBL § 1411 applies.
(e) 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 responsible for tax filings and payments that applicable law assigns to
Contractor based on the parties' correctly classified relationship;
(b) provide Client with a duly completed Form W-9 (or Form W-8BEN, as applicable); and
(c) indemnify Client against taxes, penalties, or interest arising from
Contractor's breach of obligations lawfully assigned to Contractor, but not for
amounts that nonwaivable law places on Client or that arise from Client's own
misclassification or misconduct.

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.

Counsel must tailor or remove this restriction after reviewing the parties,
services, protected interests, duration, scope, and current New York law. This
form does not represent that a 12-month restriction is automatically
enforceable.

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. A Deliverable is a “work made for hire”
only if it satisfies 17 U.S.C. § 101. To the extent a Deliverable does not
qualify, Contractor hereby assigns to Client, in this signed writing as required
by 17 U.S.C. § 204(a), all transferable copyright ownership in the Deliverable
upon [CREATION / FULL PAYMENT / OTHER: ____], excluding Contractor's
identified pre-existing materials and third-party materials. Contractor shall
execute reasonable confirmatory instruments consistent with this Section.

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, disability-benefits, and paid-family-leave coverage
to the extent required by New York law for Contractor's actual workforce; 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.

The listed limits are negotiated contract requirements, not statutory minimums.
A CE-200 may be used only for the government license, permit, or contract for
which it is issued; New York's Workers' Compensation Board says it cannot be
used to prove exemption to another private business or its carrier. If
Contractor claims no coverage is required, Client shall obtain counsel-approved
evidence appropriate to this private engagement.

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.

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].

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. Subject to Section 10.3, the parties select the New York
state courts located in [COUNTY] County and any federal court that has
subject-matter jurisdiction and proper venue over that county. Counsel must
confirm that the selected forum clause is valid for the parties and claims.

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.

10.6 Freelance Isn’t Free Act Compliance (NY Gen. Bus. Law Art. 44-A).
(a) New York's Department of Labor states that Article 44-A was added on August
28, 2024. If the use gate confirms its definitions and exclusions, GBL § 1412
requires a written contract and copies for both parties.
(b) Payment Terms. Client shall pay Contractor no later than 30 days after completion of Services (or, if the Agreement provides a specific payment date, on or before that date).
(c) Mandatory Contract Terms. This Agreement must state both parties' names and
mailing addresses; itemized services, their value, and the rate and method of
compensation; the payment date or a mechanism to determine it; and the date by
which Contractor must submit a list of services rendered for Client's internal
processing deadline.
(d) Copies and Record Retention. Each party shall retain a copy. Client, as the
hiring party, shall retain the contract for at least six (6) years and produce
it to the Attorney General upon request.
(e) Anti-Retaliation. Client shall not threaten, intimidate, discipline,
harass, deny a work opportunity, discriminate, or otherwise penalize or deter
Contractor for exercising or attempting to exercise an Article 44-A right.
(f) Remedies and Limitations. GBL § 1414 provides claim-specific periods and
remedies: two years for a § 1412 written-contract claim; six years for § 1411
payment and § 1413 retaliation claims; $250 for a qualifying standalone written-
contract claim; double damages and injunctive relief for a successful payment
claim; contract-value statutory damages for specified combined or retaliation
claims; and reasonable attorneys' fees and costs for a successful payment
claim. The Attorney General also has enforcement authority.
(g) Nonwaiver and Classification. Under GBL § 1415, a contractual waiver of
Article 44-A rights is void, noncompliance does not itself void the services
contract, and the Article does not determine whether the worker is legally an
employee or independent contractor.

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. Unless another law
specifically provides otherwise, New York State Technology Law § 304 gives an
electronic signature the same validity and effect as a handwritten signature.

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]

EXHIBIT B

Compensation & Payment Schedule

1. Fee Structure: [HOURLY / FIXED / MILESTONE]
2. Rates: [$___ per hour]
3. Invoicing Frequency: [MONTHLY]
4. Expense Policy: [DETAILS]
5. Article 44-A list-of-services submission deadline or mechanism: [DETAILS]

EXHIBIT C

Confidentiality Exceptions & Procedures

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

END OF DOCUMENT

OFFICIAL NEW YORK REFERENCES

• New York General Business Law § 1410 — definitions
• New York General Business Law § 1411 — contracted compensation payments
• New York General Business Law § 1412 — written contracts
• New York General Business Law § 1413 — discrimination prohibited
• New York General Business Law § 1414 — violations
• New York General Business Law § 1415 — additional rights
• New York State Department of Labor — Freelance Isn't Free Act
• New York State Department of Labor — Official Freelance Worker Agreement
• New York State Department of Labor — Independent Contractor Classification
• New York Workers' Compensation Board — CE-200 limitations
• New York State Technology Law § 304 — electronic signatures
• 17 U.S.C. § 101 — work-made-for-hire definition
• 17 U.S.C. § 204 — signed copyright-transfer writing