Independent Contractor Agreement - Texas

INDEPENDENT CONTRACTOR SERVICES AGREEMENT

(Texas – Comprehensive Template)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement & Scope of Services
4. Term & Termination
5. Compensation & Taxes
6. Performance Standards
7. Representations & Warranties
8. Covenants & Restrictions
9. Insurance Requirements
10. Indemnification & Limitation of Liability
11. Default & Remedies
12. Dispute Resolution
13. General Provisions
14. Execution Block
15. Exhibits & Schedules

1. DOCUMENT HEADER

INDEPENDENT CONTRACTOR SERVICES AGREEMENT (this “Agreement”) is entered into and effective as of [EFFECTIVE DATE] (the “Effective Date”), by and between [CLIENT LEGAL NAME], a [State of Formation] [Entity Type] having its principal place of business at [Client Address] (“Company”), and [CONTRACTOR LEGAL NAME], a [State of Formation] [Entity Type/Sole Proprietorship] having its principal place of business at [Contractor Address] (“Contractor”). Company and Contractor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

Recitals

A. Company desires to engage Contractor to provide certain services, and Contractor desires to accept such engagement, all on the terms and subject to the conditions set forth herein.
B. The Parties intend for Contractor to perform the Services (as defined below) as an independent contractor and not as an employee of Company under applicable federal and Texas law.

CLASSIFICATION WARNING: This recital records intent only. It does not override a worker-status or coverage determination based on the actual relationship.

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

2. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set forth below (each an individually defined term, and collectively the “Defined Terms”). Terms defined in the singular include the plural and vice versa.

“Affiliate” – Any entity controlling, controlled by, or under common control with a Party, where “control” means the direct or indirect ownership of more than fifty percent (50%) of the voting interests of such entity.

“Applicable Law” – All federal, state (including, without limitation, the laws of the State of Texas), county, municipal, and local statutes, ordinances, regulations, rules, orders, and decisions (including common law) that are now or hereafter in effect and applicable to a Party or to the subject matter of this Agreement.

“Confidential Information” – Has the meaning assigned in Section 8.2.

“Deliverables” – All work product, tangible or intangible, prepared or developed by Contractor in performance of the Services.

“Intellectual Property Rights” – Any and all patent rights, copyright rights, trade secret rights, trademark rights, rights of publicity, and other proprietary rights, whether arising under statutory or common law, domestic or foreign.

“Services” – The services, tasks, and responsibilities expressly described in Exhibit A (Scope of Services), together with any additional services mutually agreed in writing by the Parties.

3. ENGAGEMENT & SCOPE OF SERVICES

3.1 Engagement. Company hereby engages Contractor, and Contractor hereby accepts such engagement, to provide the Services in accordance with this Agreement.

3.2 No Minimum Commitment. Unless otherwise expressly stated in Exhibit A, Company does not guarantee any minimum volume, value, or frequency of Services.

3.3 Modifications to Services. Any material modification to the Services, Deliverables, or timeline shall be effective only if set forth in a written change order signed by both Parties.

4. TERM & TERMINATION

4.1 Term. The term of this Agreement commences on the Effective Date and continues until [TERM END DATE / “completion of the Services”] (the “Term”), unless earlier terminated as provided herein.

4.2 Project Cancellation. Select one: ☐ neither Party may cancel an accepted project except for cause; ☐ either Party may cancel on [NUMBER] days' notice, subject to a cancellation payment of [AMOUNT / FORMULA] and payment for accepted work, committed resources, and noncancelable costs.

4.3 Termination for Cause. Either Party may terminate this Agreement immediately upon written notice if the other Party:
(a) materially breaches this Agreement and fails to cure such breach within ten (10) days after receiving written notice of the breach;
(b) becomes insolvent or files for bankruptcy; or
(c) engages in unlawful conduct relating to the performance of this Agreement.

4.4 Effect of Termination. Upon termination or expiration, Contractor shall promptly:
(i) discontinue all Services;
(ii) deliver to Company all completed or in-progress Deliverables (whether finished or unfinished);
(iii) return or destroy all Confidential Information as directed by Company; and
(iv) submit a final invoice for Services satisfactorily performed through the termination date.

4.5 Survival. Sections 5.4, 7, 8, 9, 10, 11, 12, and any other provisions which by their nature should survive, shall survive termination or expiration of this Agreement.

5. COMPENSATION & TAXES

5.1 Service Fees. Company shall pay Contractor the fees set forth in Exhibit B (Compensation), subject to any milestone payment schedule or retainage stated therein.

5.2 Expenses. Contractor is solely responsible for all expenses incurred in connection with the performance of the Services except as expressly provided in Exhibit B. Any reimbursable expenses must be pre-approved in writing by Company and supported by reasonable documentation.

5.3 Invoicing & Payment Terms. Contractor shall invoice Company [monthly/bi-weekly/upon milestone completion], and Company shall pay undisputed amounts within [NUMBER] days of receipt. Late payments accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by Applicable Law.

5.4 Taxes and Reporting. Contractor is responsible for taxes and filings legally imposed on Contractor's business and personnel. Company may report payments and withhold amounts when required by then-current law. Contractor shall provide a properly completed Form W-9 or other required documentation. A Form 1099 or other information return does not by itself decide worker status.

6. PERFORMANCE STANDARDS

6.1 Professional Manner. Contractor shall perform the Services (i) in a diligent, timely, workmanlike, and professional manner consistent with industry standards; and (ii) in compliance with all Applicable Law.

6.2 Personnel & Subcontractors. Contractor may select, direct, and pay qualified personnel and subcontractors, subject to written approval only when a person will access Company systems, protected information, or a restricted worksite. Contractor remains responsible for their work, classification, compensation, and coverage.

6.3 Tools & Equipment. Contractor shall supply, at its sole cost, all equipment, tools, materials, and other resources necessary to perform the Services.

7. REPRESENTATIONS & WARRANTIES

7.1 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 enter into and perform this Agreement; and
(c) the execution and performance of this Agreement have been duly authorized by all necessary corporate or organizational action.

7.2 Contractor. Contractor further represents and warrants that:
(a) it possesses the requisite skill, experience, and resources to perform the Services;
(b) the Services and Deliverables will conform to the requirements of this Agreement and Exhibit A;
(c) the Deliverables will not infringe or misappropriate any Intellectual Property Rights of any third party; and
(d) the factual statements Contractor makes in the Section 13.1 classification record are accurate when made and will be updated if the relationship materially changes.

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

7.4 Survival. All representations and warranties in this Section 7 survive for twelve (12) months following acceptance of the applicable Deliverables, except that the warranties in Sections 7.1(c) and 7.2(c) survive indefinitely.

7.5 Intellectual Property.

(a) Background Materials. Each Party retains materials developed independently of this Agreement and identified in Exhibit A as background materials.

(b) Commissioned Works and Assignment. A specially ordered or commissioned work qualifies as a “work made for hire” under 17 U.S.C. § 101 only if it falls within a listed statutory category and the Parties expressly agree in a signed writing. To the extent a paid Deliverable qualifies, the Parties agree it is a work made for hire for Company under 17 U.S.C. § 201(b). As a separate fallback, upon full payment Contractor assigns to Company all transferable right, title, and interest in the Deliverable, excluding identified background and third-party materials. This signed Agreement and the applicable signed statement of work are intended to satisfy 17 U.S.C. § 204(a).

(c) Embedded-Material License. Contractor grants Company a [perpetual / term-limited], [worldwide], [royalty-free] license to identified background materials embedded in a paid Deliverable only as needed to use that Deliverable.

(d) Visual Art and Third-Party Materials. No waiver under 17 U.S.C. § 106A is effective unless a signed writing expressly and specifically identifies the covered work and uses. Contractor shall identify third-party materials and license terms before delivery.

8. COVENANTS & RESTRICTIONS

8.1 Compliance with Law. Contractor shall comply with all Applicable Law, including export control laws, data privacy laws, and any professional licensing requirements.

8.2 Confidentiality.
(a) Definition. “Confidential Information” means any non-public information disclosed by a Party (“Disclosing Party”) to the other Party (“Receiving Party”) that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure.
(b) Obligations. Receiving Party shall (i) use Confidential Information solely for the purpose of performing or receiving the Services; (ii) not disclose Confidential Information to any third party except as permitted herein; and (iii) protect Confidential Information with the same degree of care it uses to protect its own confidential information of like importance, but at least reasonable care.
(c) Exclusions. Confidential Information does not include information that (i) is or becomes publicly available without breach of this Agreement; (ii) is independently developed by Receiving Party without use of Confidential Information; or (iii) is received lawfully from a third party without restriction.
(d) Compelled Disclosure. Receiving Party may disclose Confidential Information if required by law or court order, provided it gives Disclosing Party prompt notice and cooperates in seeking confidential treatment.

8.3 No General Post-Termination Restraint. This template contains no post-termination noncompetition, customer nonsolicitation, worker nonsolicitation, or no-hire covenant. Any requested restraint must be separately reviewed and drafted by Texas counsel for the actual relationship and profession.

9. INSURANCE REQUIREMENTS

9.1 Required Coverage. Contractor shall, at its own expense, obtain and maintain in full force during the Term (and, as to claims-made policies, for at least two (2) years thereafter):
(a) Commercial General Liability Insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate;
(b) [If professional services] Professional Liability/Errors & Omissions Insurance with limits of not less than $1,000,000 per claim and in the aggregate;
(c) Automobile Liability Insurance (if vehicles are used in performing the Services) with limits of not less than $1,000,000 per accident; and
(d) Workers’ Compensation Insurance or other coverage evidence required after a Texas-specific review of Company, Contractor, the project, and all personnel, as documented in Exhibit C.

9.2 Additional Insured; Certificates. Contractor shall name Company as an additional insured (except for workers’ compensation) and provide certificates of insurance evidencing the required coverage prior to commencing Services and upon renewal.

10. INDEMNIFICATION & LIMITATION OF LIABILITY

10.1 Contractor Indemnification. Contractor shall defend, indemnify, and hold harmless Company, its Affiliates, and their respective directors, officers, employees, and agents (“Company Indemnitees”) from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) (collectively, “Losses”) arising out of or relating to:
(a) Contractor’s breach of this Agreement;
(b) bodily injury, death, or property damage caused by Contractor’s acts or omissions;
(c) any claim that the Deliverables infringe a third party’s Intellectual Property Rights; and
(d) Taxes attributable to payments made to Contractor.

10.2 Procedures. Company shall promptly notify Contractor of any claim for which indemnity is sought and reasonably cooperate in the defense. Contractor shall not settle any claim without Company’s prior written consent if the settlement admits liability for or imposes obligations on Company.

10.3 Limitation of Liability. SUBJECT TO Applicable Law AND EXCEPT FOR (i) WILLFUL MISCONDUCT OR GROSS NEGLIGENCE; (ii) BREACH OF SECTION 8 (CONFIDENTIALITY) OR 10 (INDEMNIFICATION); OR (iii) INFRINGEMENT LIABILITY, EACH PARTY’S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) TWO (2) TIMES THE FEES PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT, OR (B) $100,000.

11. DEFAULT & REMEDIES

11.1 Events of Default. The following constitute events of default by a Party (“Defaulting Party”):
(a) Material breach of any representation, warranty, or covenant that remains uncured after the applicable cure period;
(b) Failure to timely pay undisputed amounts due;
(c) Insolvency, receivership, or bankruptcy; or
(d) Assignment for the benefit of creditors.

11.2 Notice & Cure. Non-Defaulting Party shall give written notice to Defaulting Party specifying the default. If curable, Defaulting Party shall have ten (10) days to cure monetary defaults and thirty (30) days to cure non-monetary defaults.

11.3 Remedies. Upon an uncured default, Non-Defaulting Party may, in addition to remedies available under governing law:
(a) suspend performance;
(b) terminate this Agreement under Section 4.3;
(c) seek injunctive relief under Section 12.5; and/or
(d) recover damages in accordance with Section 10.

11.4 Attorneys’ Fees. Each Party bears its own attorneys' fees and costs unless a court or arbitrator awards them under an enforceable contract term or governing law. Optional negotiated fee term: [________________________________].

12. DISPUTE RESOLUTION

12.1 Governing Law. This Agreement and any dispute arising hereunder are governed by, and construed in accordance with, the laws of the State of Texas, without regard to conflict-of-laws principles.

12.2 Exclusive Jurisdiction. Subject to Section 12.3 (Arbitration) and except for applications for injunctive relief, the state or federal courts located in [County], Texas shall have exclusive jurisdiction, and the Parties irrevocably submit to such courts.

12.3 Optional Arbitration. [OPTIONAL – SELECT ONE]
☐ No Arbitration. Disputes will be resolved solely in court.
☐ Arbitration Elected. Any dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration shall be conducted in [City], Texas before a single arbitrator. Judgment on the award may be entered in any court of competent jurisdiction.

12.4 No Jury Waiver. This template does not include a pre-dispute jury-trial waiver. Any requested waiver must be separately reviewed and drafted by Texas counsel.

12.5 Injunctive Relief. A Party may request provisional or equitable relief, but must satisfy applicable proof, bond, and procedural requirements. This Agreement does not establish irreparable harm.

13. GENERAL PROVISIONS

13.1 Independent Contractor Intent and Operational Record. The Parties intend an independent business relationship and do not create an agency, joint venture, or partnership. Under Tex. Lab. Code § 201.041, unemployment “employment” includes service for wages or under a contract of hire unless performance has been and will continue to be free from control or direction under the contract and in fact. TWC uses a twenty-factor guide; the factors and their weight vary with the work, and a label, agreement, or Form 1099 does not control.

Select only statements that are accurate in practice:

☐ Contractor controls ordinary instructions, training, sequence, hours, and work location, subject to agreed results, deadlines, lawful requirements, and site or information-security rules.

☐ Contractor selects, supervises, and pays assistants and substitutes and is responsible for their results.

☐ Contractor supplies the significant tools, equipment, facilities, and investment identified in Exhibit A.

☐ Contractor bears ordinary business and travel expenses and a genuine opportunity for profit or risk of loss.

☐ Contractor regularly offers similar services to the public and may serve unrelated clients.

☐ Payment and cancellation terms reflect a project engagement rather than at-will employment.

☐ The Parties reviewed the remaining TWC factors, including integration, personal performance, continuing relationship, full-time requirements, reports, and method of payment.

Workers' compensation is separate. Texas does not require most private employers to subscribe, but project, government-contract, and contractual requirements can differ. No “independent contractor” label or coverage document decides status. Tex. Lab. Code § 406.035 prohibits an employee from waiving compensation rights except as the Act permits. The Parties shall complete Exhibit C after advice from Texas counsel and an insurance professional.

13.2 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except that Company may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. Any assignment in violation of this Section 13.2 is void.

13.3 Amendment; Waiver. This Agreement may be amended only by a written instrument signed by both Parties. No waiver of any breach constitutes a waiver of any other breach.

13.4 Severability. If a provision is unenforceable, the remaining provisions continue to the extent they can operate independently. A court or arbitrator may modify a provision only when governing law authorizes modification.

13.5 Entire Agreement. This Agreement, together with its Exhibits and Schedules, constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior or contemporaneous understandings.

13.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, including by an electronic signature method accepted by both Parties and permitted by governing law. Each counterpart is deemed an original, and all counterparts form one instrument.

13.7 Notices. All notices required or permitted under this Agreement 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 first set forth above (or such other address as a Party may designate). Notices are deemed given upon receipt.

13.8 Force Majeure. Neither Party shall be liable for failure to perform due to events beyond its reasonable control, including acts of God, war, terrorism, epidemic, or governmental action, provided the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

14. EXECUTION BLOCK

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

15. EXHIBITS & SCHEDULES

• Exhibit A – Scope of Services and Deliverables
• Exhibit B – Compensation, Expense Policy & Payment Schedule
• Exhibit C – Texas Worker-Status and Coverage Record
• Exhibit D [Optional] – Change Order Template

Exhibit A – Scope of Services and Deliverables

[Provide detailed description, milestones, technical specifications, acceptance criteria, and delivery schedule.]

Exhibit B – Compensation, Expense Policy & Payment Schedule

1. Fee Structure: [hourly / fixed price / milestone-based]
2. Rate(s): $[___] per hour OR [___]% of project cost OR milestone payments of $[___] each.
3. Reimbursable Expenses: [list or “None”].
4. Invoice Frequency: [Monthly / Upon milestone acceptance].
5. Payment Method: [ACH / Check / Wire].

Exhibit C – Texas Worker-Status and Coverage Record

1. Actual business structure and personnel: [________________________________]
2. TWC twenty-factor review completed by: [________________________________]
3. Company's workers' compensation status: ☐ subscriber ☐ nonsubscriber ☐ counsel review required
4. Contractor's coverage status and policy information: [________________________________]
5. Government, construction, owner-controlled, or other project-specific coverage requirement: [________________________________]
6. No employee waiver is intended. Any permitted statutory agreement or notice must use the current required form and be reviewed separately.

SOURCES AND REFERENCES

• Texas Workforce Commission — Classifying Employees and Independent Contractors
• Texas Department of Insurance — Workers' Compensation Act through the 89th Legislature (2025)
• Texas Department of Insurance — Workers' Compensation Insurance Guide
• Texas Rules of Civil Procedure (March 1, 2026) — Rules 683–684
• 17 U.S.C. § 101 — work-made-for-hire definition (current preliminary edition)
• 17 U.S.C. § 106A — rights of certain visual artists (current preliminary edition)
• 17 U.S.C. § 201 — ownership and works made for hire (current preliminary edition)
• 17 U.S.C. § 204 — signed-writing requirement for copyright transfers (current preliminary edition)

Worker classification and workers' compensation coverage depend on the actual facts and the law governing the particular claim; this Agreement does not create independent-contractor status by label.