INDEPENDENT CONTRACTOR SERVICES AGREEMENT
(Commonwealth of Virginia)
TABLE OF CONTENTS
- Document Header
- Definitions
- Engagement; Scope of Services
- Term & Termination
- Compensation & Payment Terms
- Relationship of the Parties; Worker Classification
- Representations & Warranties
- Covenants & Restrictions
- Default; Notice & Remedies
- Risk Allocation
- Insurance Requirements
- Dispute Resolution
- General Provisions
- Execution Block
- Exhibits
1. DOCUMENT HEADER
This Independent Contractor Services Agreement (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”), by and between:
• [CLIENT LEGAL NAME], a [State] [corporation/limited liability company/etc.] having its principal place of business at [ADDRESS] (“Company”), and
• [CONTRACTOR LEGAL NAME], a [State] [individual/sole proprietorship/LLC/etc.] having its principal place of business at [ADDRESS] (“Contractor”).
The Company and Contractor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
Recitals
A. The Company desires to engage Contractor to perform certain services, and Contractor desires to perform such services for the Company, all upon the terms and conditions set forth herein.
B. The consideration for this Agreement is the mutual promises herein and other good and valuable consideration, the receipt and sufficiency of which are acknowledged.
2. DEFINITIONS
For purposes of this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in an Exhibit shall have the meanings ascribed to them in this Section.
“Affiliate” – Any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
“Applicable Law” – All federal, state, and local statutes, regulations, ordinances, and common law of the Commonwealth of Virginia or any other jurisdiction that govern the Parties’ rights or obligations under this Agreement.
“Confidential Information” – Non-public, proprietary, or trade secret information disclosed by a Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in any form, whether or not marked or identified as confidential.
“Deliverables” – All materials, work product, data, or other items to be delivered by Contractor under this Agreement, as more fully described in each Statement of Work (“SOW”).
“Services” – The tasks, functions, and responsibilities to be performed by Contractor as set forth in Exhibit A or in any subsequent SOW executed by the Parties.
“Work Made for Hire” – As defined in 17 U.S.C. § 101.
[Additional definitions may be added as required by the Parties.]
3. ENGAGEMENT; SCOPE OF SERVICES
3.1 Engagement. The Company hereby engages Contractor, and Contractor hereby accepts such engagement, to perform the Services.
3.2 Statements of Work. The specific scope, milestones, Deliverables, acceptance criteria, and timeline for each engagement shall be set forth in a mutually executed SOW substantially in the form of Exhibit A. Each SOW is incorporated herein by reference.
3.3 Performance Standards. Contractor shall (a) perform the Services diligently, efficiently, in a professional and workmanlike manner consistent with industry standards; (b) devote such time and resources as are reasonably necessary to meet the timelines in the applicable SOW; and (c) comply with all Applicable Law.
3.4 Subcontracting. Contractor may not subcontract or delegate its duties without the prior written consent of the Company, which consent may be withheld in the Company’s sole discretion. Any approved subcontractor shall be bound by terms at least as protective of the Company as this Agreement, and Contractor shall remain fully liable for all subcontracted work.
4. TERM & TERMINATION
4.1 Term. The term of this Agreement shall commence on the Effective Date and shall continue until [TERMINATION DATE or “completion of the Services”] unless earlier terminated pursuant to this Section.
4.2 Termination for Convenience. Either Party may terminate this Agreement or any SOW for convenience upon [NUMBER] days’ prior written notice.
4.3 Termination for Cause. Either Party may terminate this Agreement or any SOW immediately upon written notice if the other Party:
(a) materially breaches any provision of this Agreement and fails to cure within [30] days after receipt of written notice;
(b) becomes insolvent or files for bankruptcy; or
(c) engages in fraud, gross negligence, or willful misconduct.
4.4 Effect of Termination. Upon expiration or termination: (a) Contractor shall cease all Services, return or destroy Confidential Information as directed, and deliver all partially completed Deliverables; (b) the Company shall pay Contractor all undisputed fees earned through the effective date of termination; and (c) Sections 6-13 shall survive.
5. COMPENSATION & PAYMENT TERMS
5.1 Fees. The Company shall pay Contractor the fees set forth in the applicable SOW. [// GUIDANCE: Insert fixed-fee, hourly, milestone, or retainer structure.]
5.2 Invoices; Payment. Contractor shall invoice the Company in accordance with the schedule in the SOW. Unless otherwise stated, payment is due within [30] days after the Company’s receipt of a correct invoice.
5.3 Expenses. Pre-approved, reasonable, and necessary out-of-pocket expenses incurred by Contractor in performing the Services shall be reimbursed at cost. Contractor shall submit itemized expense reports with supporting documentation.
5.4 Offsets; Withholding. To the extent required by Applicable Law, the Company may withhold taxes from payments or may offset any undisputed amounts owed to the Company by Contractor.
6. RELATIONSHIP OF THE PARTIES; WORKER CLASSIFICATION
6.1 Independent Contractor. Contractor is and shall remain an independent contractor and is not an employee, partner, or co-venturer of the Company. Nothing herein shall be construed to create any agency, fiduciary, or employment relationship.
6.2 Control of Work. Contractor retains sole and absolute discretion and control over the manner and means of performing the Services, subject only to the requirement that Contractor meet the specifications and deadlines set forth in the applicable SOW.
6.3 Tax Obligations. Contractor is solely responsible for (a) all federal, state, and local income, self-employment, and payroll taxes arising from amounts paid under this Agreement; and (b) filing all required returns and reports. The Company will issue IRS Form 1099-NEC (or successor) for payments as required by law.
6.4 No Benefits. Contractor is not entitled to participate in any employee benefit plans, workers’ compensation, unemployment insurance, or other fringe benefits offered by the Company.
6.5 Acknowledgment of Virginia Worker Classification Law. Contractor understands that (a) misclassification of employees as independent contractors is prohibited under Virginia law; (b) a rebuttable presumption exists that any individual performing services for remuneration is an employee unless the individual is an independent contractor under guidance from the Internal Revenue Service; and (c) penalties may be imposed for willful misclassification, including debarment from certain state contracts. Contractor represents and warrants that it qualifies as, and shall at all times remain, an independent contractor under Applicable Law. [// GUIDANCE: Consider attaching Exhibit B – “Virginia Worker Classification & Tax Rider” for additional protective language.]
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 its obligations under this Agreement; and
(c) this Agreement constitutes a valid and binding obligation enforceable in accordance with its terms.
7.2 Contractor Representations. Contractor further represents and warrants that:
(a) Services and Deliverables will conform to the specifications in the applicable SOW and be free from material defects for [90] days after acceptance;
(b) Services will be performed by qualified personnel in a competent, workmanlike manner;
(c) neither the Services nor Deliverables will infringe, misappropriate, or violate any intellectual property or other proprietary rights of any third party;
(d) Contractor holds and will maintain all licenses, permits, and certifications required to perform the Services; and
(e) Contractor will comply with all Applicable Law, including without limitation data privacy, export control, and anti-corruption laws.
7.3 Survival. The representations and warranties in this Section shall survive acceptance of the Deliverables and any expiration or termination of this Agreement for [one (1) year].
8. COVENANTS & RESTRICTIONS
8.1 Confidentiality. Contractor shall not disclose or use Confidential Information except as necessary to perform the Services and shall protect such information with at least the same degree of care it uses to protect its own confidential information (but not less than reasonable care).
8.2 Non-Solicitation. During the Term and for [12] months thereafter, Contractor shall not, directly or indirectly, solicit for employment or engagement any employee or independent contractor of the Company with whom Contractor had material contact during the Term.
8.3 Intellectual Property & Work Made for Hire. All Deliverables constituting copyrightable works shall be deemed “Work Made for Hire.” To the extent any Deliverable does not qualify, Contractor hereby irrevocably assigns to the Company all right, title, and interest in and to such Deliverable. Contractor shall execute all documents reasonably requested to perfect such rights.
8.4 Compliance with Policies. While on the Company’s premises or accessing its systems, Contractor shall comply with all written security, safety, and IT policies provided in advance.
9. DEFAULT; NOTICE & REMEDIES
9.1 Events of Default. Each of the following constitutes an “Event of Default”: (a) a material breach uncured within the period specified in Section 4.3(a); (b) a representation or warranty proving untrue in any material respect; (c) misappropriation or threatened misappropriation of Confidential Information; or (d) violation of Section 6 (Worker Classification).
9.2 Notice & Opportunity to Cure. Except for breaches of confidentiality or intellectual-property obligations (which need not be cured before seeking relief), the non-breaching Party shall provide written notice and a [10]-day cure period before exercising remedies.
9.3 Remedies. Upon an Event of Default, the non-breaching Party may, in addition to any other rights available at law or equity: (a) suspend or terminate the applicable SOW or this Agreement; (b) obtain specific performance, temporary restraining orders, or injunctive relief without posting bond; and/or (c) recover damages, including reasonable attorneys’ fees and costs.
10. RISK ALLOCATION
10.1 Indemnification by Contractor. Contractor shall defend, indemnify, and hold harmless the Company, its Affiliates, and their respective directors, officers, employees, and agents (collectively, “Indemnitees”) from and against any and all third-party claims, demands, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) bodily injury (including death) or damage to real or tangible personal property caused by Contractor;
(b) Contractor’s breach of this Agreement or of any representation, warranty, or covenant;
(c) infringement or misappropriation of any intellectual property rights by the Services or Deliverables; or
(d) Contractor’s violation of Applicable Law (including worker misclassification or tax obligations).
10.2 Limitation of Liability. EXCEPT FOR (i) LIABILITY THAT CANNOT BE LIMITED AS A MATTER OF VIRGINIA LAW, (ii) INDEMNIFICATION OBLIGATIONS, AND (iii) WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES. The aggregate liability of either Party arising out of or relating to this Agreement shall not exceed the greater of (a) [TWO (2) TIMES] the total fees actually paid under this Agreement or (b) the amount of insurance required under Section 11. Nothing herein shall be construed to limit a Party’s liability for intentional infringement or breaches of Section 8 (Confidentiality & IP).
[// GUIDANCE: Virginia law generally permits reasonable contractual liability caps, provided they are not unconscionable or contrary to public policy.]
10.3 Force Majeure. Neither Party shall be liable for failure or delay in performance due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, epidemic, or government action, provided the affected Party promptly notifies the other Party and uses commercially reasonable efforts to resume performance.
11. INSURANCE REQUIREMENTS
11.1 Required Coverage. Contractor shall, at its own expense, maintain during the Term and for [one (1)] year thereafter:
(a) Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 in the aggregate;
(b) Professional/Errors & Omissions Liability insurance covering the Services with limits of not less than $1,000,000 per claim;
(c) Automobile Liability insurance (if vehicles are used in the Services) with limits of not less than $1,000,000 combined single limit; and
(d) Workers’ Compensation insurance as required by Virginia law, if Contractor has employees.
11.2 Certificates. Upon request, Contractor shall furnish certificates of insurance evidencing the required coverages and naming the Company as an additional insured on the CGL policy.
12. DISPUTE RESOLUTION
12.1 Governing Law. This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to conflict-of-laws principles.
12.2 Forum Selection. Subject to Section 12.3, the state and federal courts located in [CITY/COUNTY], Virginia shall have exclusive jurisdiction. Each Party irrevocably submits to such courts and waives any objection based on inconvenient forum.
12.3 Arbitration (Optional). [SELECT ONE: “The Parties agree that any dispute shall be finally resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules in [CITY, Virginia].” / “The Parties do not agree to arbitrate disputes.”]
12.4 Jury Waiver. To the extent permitted by Virginia law, each Party hereby knowingly and voluntarily waives its right to a trial by jury in any action or proceeding arising under this Agreement.
12.5 Injunctive Relief. Nothing in this Section shall limit either Party’s right to seek immediate injunctive or other equitable relief in a court of competent jurisdiction to prevent irreparable harm.
13. GENERAL PROVISIONS
13.1 Amendment; Waiver. No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties. No waiver shall be construed as a continuing waiver unless expressly stated.
13.2 Assignment. Contractor may not assign, delegate, or transfer this Agreement or any right or obligation hereunder without the prior written consent of the Company. Any attempted assignment in violation of the foregoing shall be void.
13.3 Successors & Assigns. Subject to the restriction on assignment, this Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns.
13.4 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to render it enforceable.
13.5 Entire Agreement. This Agreement, including all Exhibits and SOWs, constitutes the entire agreement between the Parties with respect to the subject matter and supersedes all prior agreements, understandings, or representations.
13.6 Counterparts; Electronic Signatures. This Agreement may be executed in one or more counterparts (including via electronic signature or PDF), each of which shall be deemed an original and all of which together shall constitute one instrument.
13.7 Notices. All notices under this Agreement shall be in writing and delivered by (a) personal delivery, (b) certified mail (return receipt requested), (c) nationally recognized overnight courier, or (d) email with confirmed receipt, to the addresses set forth above (or such other address as a Party may designate). Notice is effective on receipt.
14. EXECUTION BLOCK
| COMPANY | CONTRACTOR |
|---|---|
| [CLIENT LEGAL NAME] | [CONTRACTOR LEGAL NAME] |
| By: ________ | By: ________ |
| Name: ______ | Name: ______ |
| Title: _____ | Title: _____ |
| Date: ______ | Date: ______ |
[// GUIDANCE: Add notary blocks or witness lines if required for particular transactions or under Virginia statutory law (e.g., certain real estate-related services).]
15. EXHIBITS
• Exhibit A – Form of Statement of Work
• Exhibit B – Virginia Worker Classification & Tax Rider
• Exhibit C – Insurance Requirements (Detailed)
Exhibit A – Form of Statement of Work
- Project Name: [PROJECT TITLE]
- Description of Services: [DETAILED SCOPE]
- Deliverables & Milestones: [LIST]
- Timeline: [DATES]
- Compensation: [FEE STRUCTURE]
- Acceptance Criteria: [METRICS/TESTS]
- Company Responsibilities: [E.G., PROVIDE DATA, ACCESS]
- Key Personnel: [NAMES]
(Both Parties sign below to indicate acceptance of this SOW.)
Exhibit B – Virginia Worker Classification & Tax Rider
- Acknowledgment of IRS Guidelines. Contractor confirms that it meets the IRS common-law test for independent contractor status.
- No Withholding. The Company shall not withhold taxes; Contractor will remit all taxes due.
- Right to Audit. The Company may audit records reasonably related to classification compliance.
- Indemnity for Misclassification. Contractor indemnifies the Company for any assessments, penalties, or interest arising from misclassification.
Exhibit C – Insurance Requirements (Detailed)
[// GUIDANCE: Expand coverage descriptions, add policy numbers, endorsements, waiver of subrogation, etc., as required by the Company’s risk manager.]
[END OF DOCUMENT]