INDEPENDENT CONTRACTOR AGREEMENT

(Tennessee – Comprehensive Template)

[// GUIDANCE: This template is drafted for use with Tennessee–based engagements. Bracketed text must be customized. Strategic comments appear in double slashes and do not belong in the executed document.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement & Scope of Services
4. Term; Renewal; Transition Assistance
5. Compensation; Taxes; Expenses
6. Intellectual Property
7. Confidential Information & Data Security
8. Representations & Warranties
9. Covenants & Restrictions
10. Insurance Requirements
11. Independent Contractor Classification & Compliance
12. Default; Notice; Remedies
13. Risk Allocation
14. Dispute Resolution
15. General Provisions
16. Execution Block
17. Exhibits & Schedules

1. DOCUMENT HEADER

Independent Contractor Agreement (this “Agreement”) is entered into and effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between [CLIENT LEGAL NAME], a [STATE] [corporation/limited liability company/other] having its principal place of business at [ADDRESS] (“Company”), and [CONTRACTOR LEGAL NAME], a [STATE] [individual/sole proprietor/LLC/other] having its principal place of business at [ADDRESS] (“Contractor”).
Company and Contractor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals
A. Company wishes to engage Contractor to perform certain services described herein.
B. Contractor represents that it is qualified and willing to provide such services.
C. The Parties desire to memorialize the terms and conditions of their relationship in this Agreement.

NOW, THEREFORE, in consideration of the mutual promises herein and other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below; other capitalized terms are defined contextually.

“Affiliate” – Any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
“Confidential Information” – All non-public information disclosed in any form that is designated confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
“Deliverables” – All tangible or intangible work product that Contractor is required to deliver under this Agreement.
“Services” – The tasks, functions, and responsibilities described in Exhibit A.
“Term” – The period defined in Section 4.
[// GUIDANCE: Add additional defined terms as needed for your engagement.]

3. ENGAGEMENT & SCOPE OF SERVICES

3.1 Engagement. Company hereby engages Contractor, and Contractor accepts such engagement, to perform the Services in accordance with this Agreement and Exhibit A.
3.2 Standard of Performance. Contractor shall (a) perform the Services in a diligent, timely, professional, and workmanlike manner consistent with industry standards; (b) comply with all applicable federal, state, and local laws, regulations, and ordinances; and (c) use personnel with the requisite skill and experience.
3.3 Subcontracting. Contractor may not subcontract performance without Company’s prior written consent, provided Contractor shall remain fully responsible for all actions and omissions of approved subcontractors.

4. TERM; RENEWAL; TRANSITION ASSISTANCE

4.1 Initial Term. The Term commences on the Effective Date and continues until [DATE or MILESTONE], unless terminated earlier as provided herein.
4.2 Renewal. The Term shall automatically renew for successive [one-year] periods unless either Party gives [30] days’ written notice of non-renewal.
4.3 Transition Assistance. Upon termination or expiration, Contractor shall provide reasonable cooperation for a smooth transition of Services, at pro-rated compensation.

5. COMPENSATION; TAXES; EXPENSES

5.1 Fees. Company shall pay Contractor [hourly rate / fixed fee] as detailed in Exhibit B.
5.2 Invoicing & Payment. Contractor shall invoice monthly in arrears; Company shall pay undisputed amounts within [30] days of receipt.
5.3 Expenses. [Option A] Fees are inclusive of all expenses. [Option B] Pre-approved out-of-pocket expenses will be reimbursed at cost.
5.4 Taxes. Contractor is exclusively responsible for all federal, state (including Tennessee), and local taxes, assessments, and withholdings arising from the compensation paid under this Agreement. Company will not withhold or remit payroll taxes, unemployment insurance, Social Security, or other statutory amounts on Contractor’s behalf.

6. INTELLECTUAL PROPERTY

6.1 Work-Made-for-Hire. To the extent permitted by law, all Deliverables are deemed “works made for hire” with Company as author.
6.2 Assignment. 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, including all intellectual property rights.
6.3 Moral Rights Waiver. Contractor waives, and shall secure waivers from its personnel, all moral rights in the Deliverables.
6.4 License Back. Company grants Contractor a limited, non-exclusive license to use Deliverables solely for performing the Services during the Term.

7. CONFIDENTIAL INFORMATION & DATA SECURITY

7.1 Non-Disclosure. Contractor shall not disclose or use Confidential Information except as necessary to perform the Services.
7.2 Safeguards. Contractor shall employ commercially reasonable technical, administrative, and physical safeguards to protect Confidential Information.
7.3 Compelled Disclosure. If Contractor is required by law to disclose Confidential Information, it shall provide prior written notice to Company (unless legally prohibited) and cooperate with Company’s efforts to seek protective treatment.
7.4 Return or Destruction. Upon termination or upon Company’s request, Contractor shall promptly return or permanently destroy all Confidential Information and certify destruction in writing.

8. REPRESENTATIONS & WARRANTIES

8.1 Mutual Representations. Each Party represents that:
(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction;
(b) it has full power and authority to enter into and perform this Agreement; and
(c) its execution and performance do not violate any other agreement.

8.2 Contractor Representations. Contractor further represents and warrants that:
(a) Services and Deliverables will conform to the requirements of this Agreement;
(b) it will comply with all applicable laws, including Tennessee labor, tax, and unemployment statutes;
(c) it is and shall remain properly licensed and insured; and
(d) no Deliverable will infringe any third-party intellectual property right.

8.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8.4 Survival. The warranties in this Section survive for [12] months after acceptance of the applicable Deliverable.

9. COVENANTS & RESTRICTIONS

9.1 Non-Solicitation. During the Term and for [12] months thereafter, Contractor shall not, without Company’s prior written consent, directly solicit for employment any Company employee with whom Contractor had material contact.
9.2 Compliance. Contractor shall maintain accurate books and records evidencing compliance with this Agreement and shall allow reasonable audit upon [10] business days’ written notice.
9.3 Publicity. Contractor may not use Company’s name or marks in advertising without Company’s prior written consent.

10. INSURANCE REQUIREMENTS

Contractor shall, at its own expense, maintain throughout the Term:
(a) Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate;
(b) Professional/Errors & Omissions Liability insurance with limits of not less than $1,000,000 per claim, if Services are professional in nature;
(c) Automobile Liability insurance (if vehicles are used) with a combined single limit of $1,000,000; and
(d) Workers’ Compensation insurance to the extent required by Tenn. Code Ann. tit. 50, ch. 6, or an executed exemption under the Tennessee Workers’ Compensation Exemption Registry, as applicable.
Certificates of insurance naming Company as additional insured (except for Workers’ Compensation) shall be delivered prior to commencement of Services and upon renewal.

11. INDEPENDENT CONTRACTOR CLASSIFICATION & COMPLIANCE

11.1 Relationship. Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of Company.
11.2 Control. Contractor retains sole and exclusive control over the manner and means of performing the Services, subject only to the results-oriented specifications set forth in Exhibit A.
11.3 Benefits Ineligibility. Contractor is ineligible for and waives any claim to Company benefits, including but not limited to health insurance, retirement plans, paid leave, unemployment compensation, and workers’ compensation (except as required by law).
11.4 Tax & Reporting Obligations. Contractor shall file all tax returns and reports required of an independent contractor, including self-employment tax, and shall provide Company with a valid IRS Form W-9. Company will issue an IRS Form 1099-NEC for amounts paid if and as required by law.
11.5 Re-classification. If, notwithstanding this Section, Contractor is ever reclassified as an employee by any governmental authority, Contractor shall indemnify Company for any resulting taxes, penalties, interest, and costs (see Section 13).

12. DEFAULT; NOTICE; REMEDIES

12.1 Events of Default. A Party is in default if it:
(a) fails to perform any material obligation and such failure remains uncured for [10] days after written notice;
(b) becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors; or
(c) breaches Section 7 (Confidentiality) or Section 11 (Independent Contractor Classification).

12.2 Company Remedies. Upon Contractor default, Company may, in addition to all remedies at law or in equity:
(a) suspend payment;
(b) require re-performance or correction of non-conforming Services at Contractor’s expense;
(c) obtain injunctive relief without posting bond; and
(d) terminate this Agreement under Section 12.3.

12.3 Termination.
(a) For Cause. Either Party may terminate immediately upon written notice if the other Party defaults and fails to cure within the applicable cure period.
(b) For Convenience. Company may terminate for convenience upon [15] days’ written notice; in such event, Company shall pay Contractor for Services satisfactorily performed through the termination date.

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

13. RISK ALLOCATION

13.1 Indemnification by Contractor. Contractor shall indemnify, defend, and hold harmless Company, its Affiliates, and their respective officers, directors, employees, and agents from and against all claims, damages, liabilities, penalties, fines, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) Contractor’s breach of this Agreement;
(b) acts or omissions of Contractor or its personnel;
(c) infringement or misappropriation of third-party intellectual property by Deliverables; or
(d) any re-classification of Contractor or its personnel as Company employees.

13.2 Limitation of Liability. EXCEPT FOR (i) INDEMNIFICATION OBLIGATIONS, (ii) BREACHES OF CONFIDENTIALITY, OR (iii) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. THE TOTAL AGGREGATE LIABILITY OF COMPANY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO CONTRACTOR IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY, SUBJECT TO ANY NON-WAIVABLE STATUTORY CAPS UNDER TENNESSEE LAW.

13.3 Force Majeure. A Party is excused from performance for any period during which, and to the extent that, performance is prevented by causes beyond its reasonable control, provided the affected Party gives prompt written notice.

14. DISPUTE RESOLUTION

14.1 Governing Law. This Agreement and any dispute hereunder are governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict-of-laws principles.
14.2 Forum Selection. Subject to Section 14.3, the courts of competent jurisdiction located in [COUNTY], Tennessee, and the United States District Court for the [Middle/Eastern/Western] District of Tennessee shall have exclusive jurisdiction; the Parties hereby irrevocably submit to and waive objections to such courts.
14.3 Arbitration (Optional). [OPTIONAL CLAUSE—DELETE IF NOT APPLICABLE:] Any dispute not resolved informally within thirty (30) days shall be finally settled by binding arbitration administered by the American Arbitration Association in [CITY, Tennessee] under its Commercial Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction.
14.4 Jury Trial Waiver. [CHECK TENNESSEE ENFORCEABILITY – REMOVE IF CLIENT PREFERS] EACH PARTY IRREVOCABLY WAIVES, TO THE EXTENT PERMITTED BY LAW, ANY RIGHT TO TRIAL BY JURY IN ANY ACTION ARISING OUT OF THIS AGREEMENT.
14.5 Equitable Relief. Nothing in this Section limits a Party’s right to seek injunctive or other equitable relief in any court of competent jurisdiction.

15. GENERAL PROVISIONS

15.1 Amendment & Waiver. No amendment or waiver is effective unless in a writing signed by both Parties. A waiver of any breach is not a waiver of any other breach.
15.2 Assignment. Contractor may not assign or delegate this Agreement without Company’s prior written consent; any attempted assignment in violation is void. This Agreement is binding upon and inures to the benefit of the Parties and their permitted successors and assigns.
15.3 Severability. If any provision is held invalid, the remainder of the Agreement shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to achieve its original intent.
15.4 Entire Agreement. This Agreement, together with its Exhibits and Schedules, constitutes the entire agreement of the Parties and supersedes all prior discussions and writings.
15.5 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including PDF or electronic signature under the Tennessee Uniform Electronic Transactions Act, Tenn. Code Ann. § 47-10-101 et seq.), each of which is deemed an original, and all of which together constitute one instrument.
15.6 Notices. All notices shall be in writing and deemed given when delivered personally or by nationally recognized overnight courier with proof of delivery, or three (3) business days after mailing by certified mail, return receipt requested, to the addresses set forth above (or such other address as a Party may designate by notice).

16. 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 your transaction type (e.g., real estate). Not generally required for commercial service agreements in Tennessee.]

17. EXHIBITS & SCHEDULES

Exhibit A – Scope of Services & Performance Milestones
Exhibit B – Fee Schedule & Payment Terms
Schedule 1 – Insurance Certificates
Schedule 2 – Form W-9

[// GUIDANCE: Attach or draft each exhibit with specificity. The more detailed the scope and milestones, the stronger your remedies for non-performance.]

End of Agreement