- Names of Parties to Agreement: Identifies you and your clients to clarify who is entering into the contract.
- Scope of Work Clause: Details the services that the contractor will provide to your company (editable to your own business).
- Fees Clause: Clarifies payment terms, including retainers, monthly installments, and sending invoices.
- Work Relationship Clause: Explains that they are an independent contractor and no taxes will be taken out and no employer-employee relationship is formed.
- Work Product Clause: Explains that all work created shall be assigned over to your company under a Work Made for Hire situation.
- Confidentiality Clause: Ensures that the contractor keeps all business information confidential (with optional language if you have the contractor sign a full-length NDA)
- Expenses Clause: Explains what expenses will and will not be reimbursed.
- Representations & Warranties Clause: Explains what the contractor represents and warrants to your company including their own equipment to be used, no other obligations that impact their ability to perform the duties of the agreement, and to track hours efficiently and honestly.
- Term & Termination Clause: Includes an option for a year long term, and then how the parties can terminate the agreement.
- Non-Solicitation Clause: Ensures the associate agrees not to solicit your clients.
- Non-Disparagement Clause: Makes clear that both parties shall not disparage or talk badly about the other publicly.
- Insurance & Liability Clause: Sets a clear expectation that the contractor shall have their own business insurance and is liable for their own negligence.
- Indemnification Clause: Protects you from third-party legal liabilities and claims.
- Maximum Damages Clause: Limits claims to the cost of the agreement.
- Limitation of Liability Clause: Caps your liability in case of issues. Also limits the liability for exemplary damages.
- Force Majeure Clause: Covers unforeseeable, unpredictable events that make it impossible to perform under the contract, like natural disasters and war.
- Entire Agreement Clause: Confirms this contract is the full and complete agreement between the parties.
- Venue and Jurisdiction Clause: Specifies the legal venue and interpretation of law for any disputes or claims.
- Arbitration Clause: Requires disputes go through arbitration first.
- Transfer Clause: Details that the contract cannot transfer to another party without consent.
- Severability & No Waiver Clause: Ensures the contract remains valid even if some parts are unenforceable or waived.
- Headings Clause: States that headings are for organization, not legal interpretation.
- Notification Clause: Explains how you’ll handle official notifications to clients.
- Counterparts & Facsimile Signatures Clause: Allows for electronic signatures to deem the contract valid.
- Signature Lines: Provides space for you and your client to sign and make it official!
