INDEPENDENT CONTRACTOR SERVICES AGREEMENT

(Texas – Comprehensive Template)

[// GUIDANCE: This template is drafted for transactions governed exclusively by the laws of the State of Texas. Replace every bracketed item before use and confirm all business terms with the client.]

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.

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.

[// GUIDANCE: Provide a detailed Scope of Services in Exhibit A to avoid ambiguity and classification risk.]

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 Termination for Convenience. Either Party may terminate this Agreement for any reason upon [NUMBER] days’ prior written notice to the other Party.

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.
(a) Contractor acknowledges and agrees that it is solely responsible for any and all federal, state, and local taxes, contributions, withholdings, and other statutory obligations (collectively, “Taxes”) arising from payments made to Contractor under this Agreement, including but not limited to self-employment taxes under 26 U.S.C. § 1401 and income tax withholding under 26 U.S.C. § 3402.
(b) Company will not withhold or pay any Taxes on Contractor’s behalf. Contractor shall indemnify Company for any liability or expense (including penalties and interest) incurred due to Contractor’s failure to pay such Taxes.

[// GUIDANCE: If Company must issue IRS Form 1099-NEC, insert that requirement here.]

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 use qualified personnel of its choosing but shall remain fully responsible for the performance of Services and compliance with this Agreement. Contractor shall not subcontract core obligations without Company’s prior written consent.

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) Contractor is and will remain properly classified as an independent contractor under the Texas Labor Code, Internal Revenue Code, and all other Applicable Law.

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.

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

[// GUIDANCE: Insert optional non-competition clause only if enforceable and appropriate under Tex. Bus. & Com. Code § 15.50 et seq.]

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 as required by Applicable Law or (if Contractor is exempt under Texas law) an executed workers’ compensation coverage election and waiver in the form attached as 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.

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

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 any other remedies available at law or equity:
(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. The prevailing Party in any action to enforce this Agreement is entitled to recover its reasonable attorneys’ fees and costs.

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 Jury Trial Waiver. TO THE EXTENT PERMITTED BY TEXAS LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY PROCEEDING ARISING OUT OF THIS AGREEMENT.

12.5 Injunctive Relief. Each Party acknowledges that a breach of Sections 7.2(c) or 8 may cause irreparable harm for which monetary damages are an inadequate remedy. Accordingly, notwithstanding Section 12.3, either Party may seek temporary, preliminary, or permanent injunctive relief in a court of competent jurisdiction without posting bond and without waiving any other rights or remedies.

13. GENERAL PROVISIONS

13.1 Independent Contractor Status. Contractor is and shall remain an independent contractor and is not an employee, agent, joint venturer, or partner of Company. Nothing herein shall be construed to create an employment relationship. Contractor acknowledges responsibility for all decisions regarding the manner, method, and means of performing the Services.

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 any provision of this Agreement is held unenforceable, the remainder of the Agreement shall remain in full force, and the unenforceable provision shall be modified to the minimum extent necessary to render it enforceable while reflecting the Parties’ original intent.

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, each of which is deemed an original, and all of which together constitute one instrument. Signatures delivered by facsimile, PDF, or approved e-signature platform shall be deemed original signatures.

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.

[// GUIDANCE: Add notary blocks or witness lines only if required for specific transactions or recording purposes.]

15. EXHIBITS & SCHEDULES

• Exhibit A – Scope of Services and Deliverables
• Exhibit B – Compensation, Expense Policy & Payment Schedule
• Exhibit C – Workers’ Compensation Coverage Election/Waiver (Texas)
• 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 – Workers’ Compensation Coverage Election/Waiver (Texas)

[Include statutory form or customized waiver acknowledging Contractor’s status as an independent contractor and releasing Company from liability for workers’ compensation benefits under Texas Labor Code Chapter 406.]

[// GUIDANCE: Review this document against current Texas Workforce Commission guidance on worker classification, IRS 20-factor test, and any industry-specific regulations prior to final execution.]