INDEPENDENT CONTRACTOR SERVICES AGREEMENT

(State of South Carolina)

TABLE OF CONTENTS

1. Document Header & Recitals
2. Definitions
3. Engagement; Scope of Services
4. Term; Renewals; Transition Assistance
5. Compensation; Invoicing; Offset Rights
6. Relationship of the Parties & Worker Classification Compliance
7. Taxes; Regulatory Filings; Withholding Disclaimer
8. Insurance Requirements
9. Representations & Warranties
10. Covenants & Restrictions
11. Intellectual Property; Confidentiality; Data Security
12. Events of Default; Notice & Cure
13. Remedies; Injunctive Relief; Attorneys’ Fees
14. Indemnification
15. Limitation of Liability
16. Force Majeure
17. Dispute Resolution (Governing Law, Venue, Optional Arbitration, Jury Waiver)
18. General Provisions
19. Execution Block

1. DOCUMENT HEADER & RECITALS

This Independent Contractor Services Agreement (“Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [LEGAL NAME OF COMPANY], a [State of Org] [Entity Type] having its principal place of business at [Address] (“Company”), and [LEGAL NAME OF CONTRACTOR], a [State of Org] [Entity Type] (or, if an individual, a resident of [State]) having its principal place of business or residence at [Address] (“Contractor”). Company and Contractor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

WHEREAS, Company desires to engage Contractor to perform certain services on an independent-contractor basis, and Contractor desires to accept such engagement, all on the terms set forth herein;

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

2. DEFINITIONS

Unless otherwise indicated, capitalized terms have the meanings set forth below.

“Affiliate” means, with respect to a Party, any entity controlling, controlled by, or under common control with such Party.

“Applicable Law” means all federal, state (including, without limitation, the laws of the State of South Carolina), and local statutes, regulations, and ordinances applicable to the Services or either Party’s performance under this Agreement.

“Deliverables” means all work product, reports, data, inventions, and other materials prepared by or on behalf of Contractor and delivered to Company pursuant to this Agreement.

“Services” means the services described in Section 3.1 and further detailed in Exhibit A.

[Add additional defined terms as necessary.]

3. ENGAGEMENT; SCOPE OF SERVICES

3.1 Engagement. Company hereby engages Contractor, and Contractor hereby accepts such engagement, to perform the Services set forth in Exhibit A in accordance with the timelines, milestones, and performance standards specified therein.

3.2 Standard of Performance. Contractor shall perform the Services (a) in a diligent, timely, and professional manner consistent with industry best practices, (b) in compliance with all Applicable Law, and (c) using personnel with the requisite skill and experience.

3.3 Deliverables & Acceptance. Upon submission of any Deliverable, Company shall have [number] business days to review and either accept or reject the Deliverable in writing, specifying deficiencies if rejected. Failure to timely reject constitutes acceptance. Contractor shall, at its own expense, promptly correct any non-conforming Deliverable.

3.4 No Minimum Volume. Company makes no commitment regarding the quantity or frequency of Services to be ordered, and this Agreement is non-exclusive.

4. TERM; RENEWALS; TRANSITION ASSISTANCE

4.1 Initial Term. The term of this Agreement commences on the Effective Date and continues for [initial term] unless earlier terminated in accordance with Section 12.

4.2 Renewal. The Agreement shall automatically renew for successive [renewal term] periods unless either Party provides written notice of non-renewal at least [number] days before the then-current term expires.

4.3 Transition Assistance. For [transition period] following any termination or expiration, Contractor shall, at Company’s option, provide reasonable cooperation to transition the Services to Company or a successor provider at Contractor’s then-current rates (or at no additional charge if termination is for Cause).

5. COMPENSATION; INVOICING; OFFSET RIGHTS

5.1 Fees. Company shall pay Contractor the fees set forth in Exhibit B (“Compensation Schedule”).

5.2 Invoices; Payment. Contractor shall issue itemized invoices no more frequently than monthly. Unless disputed in good faith, Company shall pay undisputed amounts within [net-days] days of receipt.

5.3 Expenses. Pre-approved, reasonable, and documented out-of-pocket expenses will be reimbursed per Exhibit B, provided Contractor submits receipts within [number] days of incurrence.

5.4 Offset. Company may offset any undisputed amount owed by Contractor against amounts otherwise payable by Company under this Agreement.

[// GUIDANCE: Insert default interest rate language here if desired under SC law.]

6. RELATIONSHIP OF THE PARTIES & WORKER CLASSIFICATION COMPLIANCE

6.1 Independent Contractor Status. The Parties acknowledge and agree that Contractor is an independent contractor and not an employee, joint venturer, or partner of Company. Nothing herein shall be construed as creating an employment relationship. Contractor shall have no authority to bind Company except as expressly authorized in writing.

6.2 Control & Direction. Contractor shall control the manner and means of performing the Services and shall supply all equipment, tools, and materials necessary therefor unless otherwise agreed in writing.

6.3 No Benefits. Contractor and its personnel are not eligible for, and hereby waive, any employee benefits (including workers’ compensation coverage, unemployment insurance, pension, or health benefits) offered by Company.

6.4 Worker Classification Representations. Contractor represents and warrants that (a) it is customarily engaged in an independently established trade or business, (b) it maintains a separate business location, and (c) it satisfies all criteria for independent contractor status under the Internal Revenue Code and Applicable South Carolina law (see, e.g., S.C. Code Ann. Title 41 & Title 42 definitions of “employee”). Contractor shall promptly notify Company of any factor that could reasonably affect such status.

[// GUIDANCE: South Carolina applies a right-to-control test; include additional factual indicia in Exhibit C for evidentiary support.]

7. TAXES; REGULATORY FILINGS; WITHHOLDING DISCLAIMER

7.1 Tax Obligations. Contractor shall timely file all required federal, state, and local tax returns and pay all taxes, assessments, and contributions (including estimated taxes, self-employment taxes, and, if applicable, South Carolina income tax) arising out of payments made under this Agreement.

7.2 No Withholding. Company shall issue IRS Form 1099-NEC (or successor form) and shall not withhold income, payroll, or employment taxes. Contractor assumes exclusive liability for any failure to pay such taxes or for any fines, penalties, or interest assessed against Company due to Contractor’s non-compliance.

7.3 Unemployment & Workers’ Compensation. Contractor acknowledges that it, not Company, is responsible for any unemployment insurance contributions and workers’ compensation coverage for its personnel, consistent with S.C. Code Ann. § 41-27-260 and § 42-1-130.

8. INSURANCE REQUIREMENTS

8.1 Mandatory Coverages. Throughout the term, Contractor shall maintain, at its sole cost and expense:
a. Commercial General Liability insurance with minimum limits of [${limit}] per occurrence and [${aggregate}] aggregate, naming Company as an additional insured;
b. Professional Liability/Errors & Omissions insurance with limits of [${limit}] per claim, if the Services are professional in nature;
c. Automobile Liability insurance covering all owned, hired, and non-owned vehicles used in connection with the Services, with combined single limits of [${limit}]; and
d. Workers’ Compensation insurance as required by Applicable Law for Contractor’s employees (if any) or written confirmation of election to be exempt.

8.2 Certificates of Insurance. Prior to commencing Services and upon renewal, Contractor shall deliver certificates evidencing the required coverages and shall provide [number] days’ prior written notice of cancellation or material change.

8.3 No Limitation. The insurance requirements set forth herein shall not limit Contractor’s indemnification obligations or other liabilities.

9. REPRESENTATIONS & WARRANTIES

9.1 Mutual. Each Party represents and warrants that it (a) is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, (b) has full power and authority to enter into and perform this Agreement, and (c) the execution and performance of this Agreement have been duly authorized and will not conflict with any other agreement or obligation.

9.2 Contractor. Contractor further represents and warrants that:
a. The Services and Deliverables will not infringe or misappropriate any third-party intellectual property rights;
b. All Deliverables will conform in all material respects to the requirements set forth in Exhibit A and be free from material defects for [warranty period] following acceptance;
c. Contractor and its personnel have the requisite skill, experience, and qualifications to perform the Services; and
d. Contractor shall comply with all Applicable Law, including without limitation the South Carolina Wage Payment Act (S.C. Code Ann. § 41-10-10 et seq.).

9.3 Survival. The representations and warranties contained in this Agreement survive termination or expiration for a period of two (2) years, except for intellectual-property warranties, which survive indefinitely.

10. COVENANTS & RESTRICTIONS

10.1 Non-Solicitation. During the term and for [12] months thereafter, neither Contractor nor its Affiliates shall solicit for employment any employee of Company with whom Contractor had material contact, except through general advertisements not specifically directed to such employees.

10.2 Compliance & Notice. Contractor shall (a) maintain all permits and licenses required to perform the Services, and (b) notify Company within [3] business days of any governmental investigation or material complaint relating to the Services.

10.3 Records & Audit. Contractor shall keep accurate books and records relating to the Services and shall allow Company (or its designee) reasonable access to such records for audit purposes upon [10] business days’ notice, not more than twice per calendar year.

11. INTELLECTUAL PROPERTY; CONFIDENTIALITY; DATA SECURITY

11.1 Work Made for Hire & Assignment. To the extent permissible under Applicable Law, the Deliverables constitute “works made for hire” for Company. To the extent any Deliverable does not qualify as a work made for hire, Contractor hereby irrevocably assigns to Company all right, title, and interest therein.

11.2 License Back. Contractor retains ownership of Pre-Existing IP but grants Company a perpetual, worldwide, royalty-free, sublicensable license to use any Pre-Existing IP embodied in the Deliverables as required to enjoy the full benefits of such Deliverables.

11.3 Confidential Information. Each Party shall keep confidential and not disclose any non-public information received from the other Party (“Confidential Information”) except as necessary to perform this Agreement. This Section survives indefinitely.

11.4 Data Security. Contractor shall maintain commercially reasonable administrative, technical, and physical safeguards to protect any personal or proprietary data processed in connection with the Services.

12. EVENTS OF DEFAULT; NOTICE & CURE

12.1 Contractor Default. The occurrence of any of the following constitutes a default by Contractor: (a) material breach of this Agreement that is not cured within [15] days of written notice; (b) failure to timely or properly perform the Services; (c) repeated non-material breaches demonstrating a pattern of non-compliance; or (d) insolvency, bankruptcy filing, or assignment for the benefit of creditors.

12.2 Company Default. Company shall be in default if it fails to pay undisputed amounts within [30] days after receiving written notice of non-payment.

12.3 Termination for Cause. Upon any uncured default, the non-defaulting Party may terminate this Agreement effective immediately by written notice, without prejudice to any other rights or remedies.

12.4 Termination for Convenience. Either Party may terminate this Agreement for convenience upon [30] days’ prior written notice.

13. REMEDIES; INJUNCTIVE RELIEF; ATTORNEYS’ FEES

13.1 Cumulative Remedies. All rights and remedies are cumulative and may be exercised singularly or concurrently.

13.2 Injunctive Relief. Contractor acknowledges that any breach of Sections 10 or 11 would cause irreparable harm for which monetary damages are inadequate; therefore, Company is entitled to injunctive relief without posting bond, in addition to any other remedies.

13.3 Attorneys’ Fees. The prevailing Party in any dispute arising out of this Agreement is entitled to recover its reasonable attorneys’ fees, court costs, and expenses.

14. INDEMNIFICATION

14.1 Contractor Indemnity. Contractor shall indemnify, defend, and hold harmless Company, its Affiliates, and their respective directors, officers, employees, and agents (collectively, the “Indemnified Parties”) from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
a. Any breach by Contractor of this Agreement or its representations, warranties, or covenants;
b. Bodily injury (including death) or property damage caused by Contractor or its personnel;
c. Contractor’s failure to pay taxes, wages, or benefits owed to its personnel;
d. Any allegation that the Services or Deliverables infringe or misappropriate any intellectual property right of a third party.

14.2 Procedure. The Indemnified Parties shall promptly notify Contractor of any claim, and Contractor shall assume control of the defense with counsel reasonably acceptable to Company. Company may participate with its own counsel at its own expense.

15. LIMITATION OF LIABILITY

15.1 Cap. EXCEPT FOR (a) CONTRACTOR’S INDEMNIFICATION OBLIGATIONS; (b) LIABILITY FOR BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS; OR (c) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, THE TOTAL AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (i) [TWO (2) TIMES] THE TOTAL FEES PAID OR PAYABLE UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (ii) [$__], SUBJECT TO ANY NON-WAIVABLE STATUTORY LIMITS UNDER SOUTH CAROLINA LAW.

15.2 Exclusion of Damages. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

16. FORCE MAJEURE

Neither Party is liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes not involving such Party’s workforce, government action, or utility failures, provided the affected Party (a) promptly notifies the other Party, (b) uses commercially reasonable efforts to mitigate, and (c) resumes performance promptly after the force majeure event ceases.

17. DISPUTE RESOLUTION

17.1 Governing Law. This Agreement is governed by and construed in accordance with the laws of the State of South Carolina, without regard to its choice-of-law rules.

17.2 Exclusive Jurisdiction & Venue. Subject to Section 17.3 (Arbitration), the state and federal courts located in [County], South Carolina have exclusive jurisdiction over any action arising out of this Agreement, and each Party irrevocably submits to such jurisdiction.

17.3 Optional Arbitration. If [CHECKED], any dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration shall be [City, SC]. Judgment on the award may be entered in any court of competent jurisdiction.

17.4 Jury Waiver. TO THE EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION RELATED TO THIS AGREEMENT.

17.5 Equitable Relief Not Precluded. Nothing in this Section prevents either Party from seeking provisional or injunctive relief in a court of competent jurisdiction.

[// GUIDANCE: Confirm enforceability of jury waiver under current SC case law before finalizing.]

18. GENERAL PROVISIONS

18.1 Amendment & Waiver. No amendment or waiver of any provision of this Agreement is effective unless in writing and signed by both Parties. A waiver of any breach is not a waiver of any other breach.

18.2 Assignment. Contractor may not assign or delegate any rights or obligations without Company’s prior written consent. Any attempted assignment in violation of this Section is void. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.

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

18.4 Entire Agreement. This Agreement, together with all Exhibits, constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous oral or written agreements.

18.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Execution and delivery by electronic means (e.g., PDF, DocuSign) are deemed effective and binding.

19. EXECUTION BLOCK

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

[// GUIDANCE: Add notarization or witness lines only if required for the specific transaction or under SC notarial statutes.]

EXHIBIT A

(Scope of Services & Deliverables)
[DETAIL THE SERVICES, MILESTONES, PERFORMANCE STANDARDS, AND ACCEPTANCE CRITERIA.]

EXHIBIT B

(Compensation Schedule & Expenses)
[INCLUDE RATE STRUCTURE, PAYMENT FREQUENCY, EXPENSE POLICY, AND ANY RETAINERS OR HOLDBACKS.]

EXHIBIT C

(Worker-Classification Factors & Supporting Documentation)
[OPTIONAL—LIST FACTUAL INDICIA DEMONSTRATING INDEPENDENT CONTRACTOR STATUS, E.G., BUSINESS LICENSE, ADVERTISING MATERIALS, INSURANCE CERTIFICATES.]

[// GUIDANCE:
1. Review state-specific caselaw on jury-waiver enforceability and arbitration clause drafting nuances under the South Carolina Uniform Arbitration Act before final use.
2. Confirm current statutory citation accuracy if adding additional references.
3. Tailor insurance limits and scope of work to the particular engagement and risk profile.
4. For multi-state operations, add a conflicts-of-law savings clause addressing extraterritorial Services.
]