INDEPENDENT CONTRACTOR SERVICES AGREEMENT

Ohio‐Governed

[// GUIDANCE: This template is intentionally comprehensive. Delete any optional provisions that do not apply and confirm the remaining language aligns with client-specific requirements.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
   3.1 Engagement & Scope of Services
   3.2 Term
   3.3 Compensation & Expenses
   3.4 Performance Standards
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
   7.1 Indemnification
   7.2 Limitation of Liability
   7.3 Insurance
   7.4 Force Majeure
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Exhibits & Riders

1. DOCUMENT HEADER

THIS 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 [Ohio corporation / limited liability company / other] with its principal place of business at [ADDRESS] (“Company”); and

(b) [CONTRACTOR LEGAL NAME], a [state of formation] [entity type / individual] with its principal place of business at [ADDRESS] (“Contractor”).

Company and Contractor are each, individually, a “Party” and, collectively, the “Parties.”

RECITALS
A. Company desires to engage Contractor to perform certain specialized services on an independent-contractor basis;
B. Contractor represents that it possesses the requisite skills, experience, and resources to perform such services; and
C. The Parties desire to set forth their respective rights and obligations in this Agreement, including compliance with Ohio worker-classification, tax, and insurance requirements.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein, and for other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows.

2. DEFINITIONS

For ease of reference, the following capitalized terms shall have the meanings set forth below. Terms defined in singular have the same meaning in plural and vice versa.

“Affiliate” – any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
“Applicable Law” – all federal, state (specifically, the laws of the State of Ohio), and local statutes, regulations, ordinances, and common-law principles governing the subject matter of this Agreement.
“Confidential Information” – all non-public information disclosed by a Party that is designated as confidential or that reasonably should be understood as confidential.
“Deliverables” – all tangible or intangible work product created by Contractor under a Statement of Work.
“Services” – the services described in Section 3.1 and further detailed in each Statement of Work.
“Statement of Work” or “SOW” – a written, mutually executed document substantially in the form of Exhibit A that details certain Services, Deliverables, timelines, and pricing.

[// GUIDANCE: Add additional defined terms as needed for industry-specific agreements.]

3. OPERATIVE PROVISIONS

3.1 Engagement & Scope of Services

a. Company hereby engages Contractor, and Contractor accepts such engagement, to perform the Services described in each SOW in accordance with the terms of this Agreement.
b. No SOW is binding unless executed by both Parties. Each SOW is incorporated herein by reference.

3.2 Term

a. Initial Term. This Agreement commences on the Effective Date and continues for [INITIAL TERM] unless earlier terminated pursuant to Section 3.2(b) (“Term”).
b. Termination. Either Party may terminate (i) for convenience upon [___] days’ prior written notice; (ii) immediately upon material breach by the other Party that remains uncured ten (10) days after written notice; or (iii) as otherwise stated herein.

3.3 Compensation & Expenses

a. Fees. Company shall pay Contractor the fees set forth in the applicable SOW (“Fees”).
b. Invoices; Payment. Contractor shall invoice Company [monthly/bi-weekly/other] in arrears. Unless disputed in good faith, invoices are due net [30] days from receipt.
c. Expenses. Company shall reimburse pre-approved, reasonable, and documented out-of-pocket expenses.
d. Withholding. Company will not withhold taxes except as required under Applicable Law. Contractor is solely responsible for all federal, state, and local taxes arising from the Fees. (See Rider C.)

3.4 Performance Standards

a. Contractor shall: (i) perform Services in a professional and workmanlike manner consistent with industry standards; (ii) devote sufficient resources to meet all deadlines; and (iii) comply with all Company policies communicated in writing and Applicable Law.
b. Time is of the essence with respect to performance of the Services.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual Representations. Each Party represents that (a) it has full authority to enter into and perform this Agreement; and (b) its execution and performance will not violate any other agreement or Applicable Law.

4.2 Contractor Representations. Contractor further represents and warrants that:
i. It is, and shall remain, an independent contractor and not an employee of Company;
ii. It possesses all licenses, permits, and approvals required to perform the Services;
iii. All Deliverables will be original or properly licensed and will not infringe any third-party intellectual-property rights; and
iv. It will comply with all worker-classification and tax obligations (see Rider C).

4.3 Disclaimer. EXCEPT AS EXPRESSLY STATED, NEITHER PARTY MAKES ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

4.4 Survival. The representations and warranties in this Section survive for one (1) year following expiration or termination of this Agreement.

5. COVENANTS & RESTRICTIONS

5.1 Non-Solicitation. During the Term and for twelve (12) months thereafter, Contractor shall not solicit or hire any employee of Company with whom Contractor worked in connection with the Services, without Company’s prior written consent.

5.2 Confidentiality. Each Party shall hold the other Party’s Confidential Information in strict confidence and use it only for purposes of this Agreement. Obligations of confidentiality survive five (5) years post-termination, except for trade secrets, which survive indefinitely.

5.3 Intellectual Property.
a. Work-Made-For-Hire. To the extent permitted under Applicable Law, Deliverables are deemed “work made for hire” for Company.
b. Assignment. If not deemed work made for hire, Contractor hereby assigns to Company all right, title, and interest in and to the Deliverables.
c. License Back. Company grants Contractor a limited, non-exclusive, royalty-free license to use Deliverables solely for Contractor’s portfolio and marketing, absent Confidential Information.

6. DEFAULT & REMEDIES

6.1 Events of Default. A Party is in default if it: (a) materially breaches any provision and fails to cure within the period provided in Section 3.2(b); (b) becomes insolvent; (c) makes a general assignment for the benefit of creditors; or (d) has a receiver appointed.

6.2 Remedies. Upon default, the non-defaulting Party may, in addition to any other rights, (i) suspend performance; (ii) terminate this Agreement; (iii) seek monetary damages; and (iv) obtain injunctive or equitable relief without posting bond, to the extent permitted by law.

6.3 Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement is entitled to recover its reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Indemnification

a. Contractor shall indemnify, defend, and hold harmless Company and its Affiliates, officers, directors, employees, and agents from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:
i. Contractor’s breach of this Agreement;
ii. Alleged worker misclassification, employment, or tax claims relating to Contractor or its personnel;
iii. Bodily injury, death, or property damage caused by Contractor’s negligence or willful misconduct; and
iv. Alleged infringement of intellectual-property rights by Deliverables.

b. Company shall promptly notify Contractor of any claim for which indemnification is sought. Contractor shall have sole control of the defense, subject to Company’s right to participate.

7.2 Limitation of Liability

EXCEPT FOR (a) INDEMNIFICATION OBLIGATIONS, (b) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (c) BREACH OF CONFIDENTIALITY, NEITHER PARTY IS LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY. TOTAL LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE TO CONTRACTOR UNDER THE APPLICABLE SOW DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, TO THE EXTENT PERMITTED UNDER OHIO LAW.

[// GUIDANCE: Ohio generally enforces contractual liability caps unless unconscionable or contrary to public policy.]

7.3 Insurance

Contractor shall, at its sole expense, maintain during the Term and for two (2) years thereafter the insurance set forth in Exhibit B, including:
a. Commercial General Liability: $1,000,000 per occurrence / $2,000,000 aggregate;
b. Professional Liability (E&O): $1,000,000 per claim;
c. Workers’ Compensation: as required by Ohio law or evidence of election to not obtain coverage as a sole proprietor;
d. Automobile Liability (if vehicles are used in performance): $1,000,000 combined single limit.

Contractor shall provide certificates of insurance upon execution and 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, war, terrorism, labor disputes, pandemic, or governmental action, provided that the affected Party (i) promptly notifies the other, and (ii) uses commercially reasonable efforts to resume performance.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement and any dispute hereunder shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict-of-laws rules.

8.2 Exclusive Jurisdiction. The state and federal courts located in [COUNTY], Ohio shall have exclusive jurisdiction over any suit not subject to arbitration. The Parties irrevocably submit to such courts and waive objections based on forum non conveniens.

8.3 Optional Arbitration. Either Party may elect to submit any dispute (except for equitable relief) to binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in [CITY], Ohio before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury-Trial Waiver. To the extent permitted by Ohio law, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION RELATED TO THIS AGREEMENT.

8.5 Injunctive Relief. Nothing in this Section limits either Party’s right to seek temporary or permanent injunctive relief in a court of competent jurisdiction.

9. GENERAL PROVISIONS

9.1 Amendment; Waiver. No amendment or waiver is effective unless in writing and signed by both Parties. Waiver of any breach is not waiver of any other breach.

9.2 Assignment. Neither Party may assign or delegate this Agreement without the prior written consent of the other, except to a successor in interest by merger, reorganization, or sale of substantially all assets, provided the assignee agrees in writing to be bound.

9.3 Severability. If any provision is held invalid, illegal, or unenforceable, the remaining provisions remain in full force, and the Parties shall negotiate a lawful substitute provision reflecting the original intent.

9.4 Entire Agreement. This Agreement, together with its Exhibits and any SOWs, constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings regarding its subject matter.

9.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original. Signatures transmitted electronically (e.g., via PDF or e-signature platform) are deemed original and binding.

9.6 Notices. All notices must be in writing and delivered (i) by hand, (ii) by nationally recognized overnight courier, or (iii) by certified mail, return receipt requested, to the addresses set forth above (or as updated by notice). Notice is deemed given upon delivery or, in the case of mail, three (3) business days after dispatch.

10. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[// GUIDANCE: Add notary acknowledgment or witness lines only if required by governing state law or company policy.]

11. EXHIBITS & RIDERS

Exhibit A – Form of Statement of Work

(Include detailed description of Services, Deliverables, milestones, acceptance criteria, and pricing.)

Exhibit B – Insurance Requirements

(Insert any project-specific or industry-specific insurance requirements in addition to Section 7.3.)

Exhibit C – Ohio Worker Classification & Tax Compliance Rider

1. Independent Contractor Status. Contractor acknowledges that it is engaged in an independently established trade, occupation, or business, and that Company will not direct or control the manner or means by which Contractor performs the Services, except for the desired results.

2. Tax Obligations. Contractor shall:
   a. Obtain and maintain any federal, state, or local taxpayer identification numbers;
   b. Timely file all required tax returns and pay all income, self-employment, sales, and other taxes arising from Fees;
   c. Provide Company, upon request, with a valid IRS Form W-9 and any applicable Ohio withholding exemption certificates.

3. Workers’ Compensation Election. If Contractor is an individual or sole proprietor with no employees, Contractor shall (check one):
   ☐ Elect Ohio workers’ compensation coverage and furnish proof thereof; or
   ☐ File a written affidavit of exclusion under Ohio Revised Code Chapter 4123 and maintain adequate health/accident insurance.

4. Unemployment Compensation. Contractor understands that it is not covered by Ohio unemployment compensation and is responsible for any required contributions for its own employees, if any.

5. Indemnity for Misclassification. Contractor shall indemnify Company from any assessments, penalties, or liabilities arising from a governmental or third-party claim that Contractor or its personnel were misclassified as independent contractors.

[// GUIDANCE: Prior to finalization, confirm that worker-classification factors align with current Ohio Department of Job & Family Services and IRS guidance, and adjust insurance minimums to meet industry risk-profiles.]