INDEPENDENT CONTRACTOR SERVICES AGREEMENT

Oregon Law Governed – Comprehensive Form

[// GUIDANCE: This template is drafted for engagements where the hiring entity (“Company”) retains an independent contractor (“Contractor”) to perform defined services in Oregon. It is intentionally robust, embedding best-practice defensive drafting techniques, Oregon-specific worker-classification language (ORS 670.600), and federal / state tax-compliance provisions. Bracketed items require customization before execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
4. Representations & Warranties
5. Covenants & Restrictions
6. Default & Remedies
7. Risk Allocation
8. Dispute Resolution
9. General Provisions
10. Execution Block
11. Exhibit A — Statement of Work
12. Exhibit B — Oregon Independent Contractor Compliance Certification

1. DOCUMENT HEADER

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

• [COMPANY NAME], a [STATE OF FORMATION] [ENTITY TYPE] with principal offices located at [ADDRESS] (“Company”), and
• [CONTRACTOR NAME], a [STATE OF FORMATION] [ENTITY TYPE / individual], with a mailing address of [ADDRESS] (“Contractor”).

1.1 Recitals

A. Company desires to engage Contractor to perform certain services more fully described in Exhibit A (the “Services”).
B. Contractor possesses unique expertise and represents that it is qualified to perform the Services as an independent contractor under Applicable Law (defined below).
C. The parties accordingly agree as follows:

2. DEFINITIONS

(Alphabetical; terms used elsewhere appear in quotation marks)

“Applicable Law” means all federal, state (including Oregon), and local statutes, regulations, and ordinances governing the subject matter of this Agreement, including Or. Rev. Stat. § 670.600 (2023) (the “Oregon Independent Contractor Test”) and all rules of the Oregon Employment Department and Oregon Department of Revenue.

“Confidential Information” has the meaning set forth in Section 5.3.

“Deliverables” means all tangible or intangible work product created by Contractor in performing the Services.

“Force Majeure Event” has the meaning set forth in Section 7.4.

“Intellectual Property Rights” means patents, copyrights, trade secrets, trademarks, moral rights, and all other proprietary rights.

“Services” has the meaning given in the Recitals and further detailed in Exhibit A.

“Statement of Work” or “SOW” means Exhibit A, as amended by written Change Order under Section 9.1.

3. OPERATIVE PROVISIONS

3.1 Engagement; Independent Contractor Status

a. Company hereby engages Contractor, and Contractor accepts such engagement, to perform the Services in accordance with this Agreement and the SOW.
b. The parties expressly intend an independent-contractor relationship, not an employment relationship. Contractor shall satisfy at all times the requirements of Or. Rev. Stat. § 670.600 (2023).
c. Nothing herein creates authority for Contractor to bind Company except as expressly provided in writing.

3.2 Term and Termination

a. Term. This Agreement commences on the Effective Date and continues until the earlier of (i) completion of the Services, or (ii) termination under this Section.
b. Termination for Convenience. Either party may terminate this Agreement or any SOW upon [NUMBER] days’ prior written notice.
c. Termination for Cause. Either party may terminate immediately upon written notice if the other party: (i) materially breaches this Agreement and fails to cure within ten (10) days after notice; or (ii) becomes insolvent or files bankruptcy.
d. Effect of Termination. Upon termination, Contractor shall (i) cease all Services, (ii) deliver all work-in-progress, and (iii) invoice Company for undisputed Services satisfactorily performed to termination date.

3.3 Performance Standards

Contractor shall (a) perform the Services in a timely, professional, and workmanlike manner consistent with industry standards, and (b) supply all equipment, tools, and materials except as expressly stated in the SOW.

3.4 Compensation; Invoicing; Taxes

a. Fees. Company shall pay Contractor the fees set forth in the SOW.
b. Invoicing. Contractor shall invoice no more frequently than monthly, itemizing Services performed and expenses (if any). Company shall pay undisputed amounts within [NUMBER] days of receipt.
c. Taxes. Contractor is responsible for all federal, state, and local taxes, assessments, and withholdings arising from amounts paid under this Agreement. Company shall issue an IRS Form 1099-NEC if required. Contractor shall provide a completed IRS Form W-9 prior to first payment.
d. Withholding. If Company is required by law to withhold taxes, it may do so and will furnish Contractor with the related tax receipt.

3.5 Expenses

Company shall reimburse only those reasonable, pre-approved out-of-pocket expenses expressly identified in the SOW upon submission of receipts.

3.6 Conditions Precedent

Company’s obligation to make any payment is conditioned upon Contractor’s (i) continued compliance with Section 3.1(b) (Independent Contractor Status), (ii) delivery of any certificates of insurance required under Section 5.2, and (iii) submission of complete, correct invoices under Section 3.4.

4. REPRESENTATIONS & WARRANTIES

4.1 Mutual

Each party represents that it is duly organized, validly existing, and has authority to enter into and perform this Agreement.

4.2 Contractor

a. Qualification. Contractor possesses all licenses, permits, and qualifications required to perform the Services.
b. No Conflict. Performance of the Services does not and will not conflict with any other agreement or obligation of Contractor.
c. Work Product. All Deliverables will be original to Contractor or properly licensed, and will not infringe any third-party Intellectual Property Rights.
d. Compliance. Contractor will comply with all Applicable Law, including the Oregon Independent Contractor Test, workers’ compensation, and tax-filing obligations.

4.3 Warranty Disclaimer

EXCEPT AS EXPRESSLY PROVIDED, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE DISCLAIMED.

4.4 Survival

The representations and warranties in this Article 4 survive for two (2) years after termination.

5. COVENANTS & RESTRICTIONS

5.1 Non-Solicitation

During the Term and for twelve (12) months thereafter, Contractor shall not, directly or indirectly, solicit for employment any employee of Company with whom Contractor had contact in connection with the Services.

5.2 Insurance

Contractor shall maintain, at its sole expense:
a. Commercial General Liability insurance with limits of not less than US $1,000,000 per occurrence and US $2,000,000 aggregate;
b. Professional Liability/Errors & Omissions insurance with limits of not less than US $1,000,000 per claim (if Services are professional in nature);
c. Workers’ Compensation insurance as required by Or. Rev. Stat. ch. 656 for any employees of Contractor.
Certificates evidencing coverage shall be provided to Company prior to commencing Services and upon renewal.

5.3 Confidentiality

a. Definition. “Confidential Information” includes all non-public business, technical, or other information disclosed by either party.
b. Obligations. The receiving party shall (i) use Confidential Information solely to perform under this Agreement, and (ii) protect it using the same degree of care as its own confidential information, but not less than reasonable care.
c. Exclusions and Compelled Disclosure — standard carve-outs apply.
d. Injunctive Relief. Breach of this Section causes irreparable harm; therefore, each party may seek injunctive relief without posting bond.

5.4 Compliance with Law; Oregon Worker Classification

Contractor shall (a) at all times satisfy the factors in Or. Rev. Stat. § 670.600, and (b) upon request, execute the certification attached as Exhibit B and supply supporting documentation. Failure to maintain independent-contractor status constitutes a material breach.

6. DEFAULT & REMEDIES

6.1 Events of Default

a. Failure to perform any material obligation;
b. Breach of confidentiality or Intellectual Property provisions;
c. Misclassification determined by a final administrative or judicial order;
d. Bankruptcy or insolvency events.

6.2 Notice and Cure

Except for breaches under Section 6.1(b) or (c), the non-breaching party shall give written notice and a ten-(10)-day cure period before exercising remedies.

6.3 Remedies

Upon default and failure to cure, the non-breaching party may:
1. Suspend performance;
2. Terminate this Agreement;
3. Offset or withhold payments;
4. Pursue injunctive relief; and
5. Obtain all other remedies available at law or equity, including recovery of reasonable attorneys’ fees and costs.

7. RISK ALLOCATION

7.1 Indemnification by Contractor

Contractor shall defend, indemnify, and hold harmless Company, its affiliates, and their officers, directors, and employees from and against all claims, liabilities, damages, and expenses (including reasonable attorneys’ fees) arising out of:
a. Bodily injury, death, or property damage caused by Contractor;
b. Contractor’s breach of this Agreement;
c. Contractor’s failure to pay taxes or misclassification of personnel;
d. Infringement of Intellectual Property Rights by the Deliverables.

7.2 Limitation of Liability

a. Cap. EXCEPT FOR EXCLUDED CLAIMS (defined below), EACH PARTY’S AGGREGATE LIABILITY SHALL NOT EXCEED THE GREATER OF (i) TOTAL FEES PAID OR PAYABLE UNDER THE APPLICABLE SOW, OR (ii) US $[AMOUNT] (the “Liability Cap”), subject to any mandatory statutory limits.
b. Excluded Claims. “Excluded Claims” means (i) indemnification obligations, (ii) breaches of confidentiality or IP provisions, (iii) gross negligence or willful misconduct, and (iv) liabilities that by law cannot be limited.
c. Consequential Damages Waiver. NEITHER PARTY SHALL BE LIABLE FOR INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, EXCEPT TO THE EXTENT ARISING FROM EXCLUDED CLAIMS.

7.3 Insurance Primary

Insurance maintained under Section 5.2 shall be primary and non-contributory to any insurance maintained by Company.

7.4 Force Majeure

Neither party is liable for delay or failure to perform due to causes beyond its reasonable control (“Force Majeure Event”), provided it (i) promptly notifies the other party, and (ii) resumes performance as soon as practicable.

8. DISPUTE RESOLUTION

8.1 Governing Law

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

8.2 Forum Selection

Subject to Section 8.3, the parties submit to the exclusive jurisdiction of the state or federal courts located in Multnomah County, Oregon, and waive any objection to personal jurisdiction or venue therein.

8.3 Arbitration (Optional)

[OPTION A — DELETE IF NOT USED] Any dispute arising under this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall take place in Portland, Oregon, before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

[// GUIDANCE: Choose either court litigation (default) or arbitration; do not include both.]

8.4 Jury Trial Waiver

TO THE EXTENT PERMITTED BY OREGON LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION RELATING TO THIS AGREEMENT.

8.5 Attorneys’ Fees

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

8.6 Injunctive Relief

Nothing in this Article limits either party’s right to seek preliminary or permanent injunctive relief.

9. GENERAL PROVISIONS

9.1 Amendments; Change Orders

This Agreement may be amended only by a written instrument signed by both parties. Changes to the Services shall be documented through written Change Orders referencing this Agreement.

9.2 Assignment

Neither party may assign or delegate this Agreement without the other party’s prior written consent, except that Company may assign to a successor in connection with a merger, sale, or reorganization.

9.3 Severability

If any provision is held invalid or unenforceable, it shall be reformed to the minimum extent necessary, and the remaining provisions remain in full force.

9.4 Entire Agreement

This Agreement (including Exhibits) constitutes the entire agreement between the parties and supersedes all prior understandings.

9.5 Waiver

Failure to enforce any provision is not a waiver unless in writing and signed by the waiving party.

9.6 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 binding.

10. EXECUTION BLOCK

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

[Notary acknowledgment is not required under Oregon law for this Agreement, but may be added if desired.]

11. EXHIBIT A — STATEMENT OF WORK

[// GUIDANCE: Outline scope, deliverables, milestones, fees, expenses, acceptance criteria, and any special requirements.]

1. Services Description: ______
2. Deliverables: _______
3. Project Schedule / Milestones: __________
4. Fees & Payment Schedule: ________
5. Authorized Company Contact: _____
6. Reporting Requirements: __________

12. EXHIBIT B — OREGON INDEPENDENT CONTRACTOR COMPLIANCE CERTIFICATION

Contractor certifies that, for the duration of its engagement with Company, it satisfies the factors in Or. Rev. Stat. § 670.600 (2023), including but not limited to:

1. Contractor is free from Company’s direction and control over the means and manner of work, subject only to the results required.
2. Contractor is customarily engaged in an independently established business.
3. Contractor bears the risk of profit or loss under this Agreement.
4. Contractor furnishes its own tools and equipment, and is responsible for obtaining any required licenses.
5. Contractor is responsible for obtaining and paying for its own workers’ compensation coverage if applicable.

SIGNED AND CERTIFIED:

[CONTRACTOR NAME]
Date: ______

[// GUIDANCE: Retain this executed Exhibit in Company records to substantiate independent-contractor status in any audit or dispute.]

END OF DOCUMENT