This Independent Contractor Agreement ("Agreement") is made and entered into as of [Date] by and between [Client's name and address] ("Client") and [insert contractor's name and address] ("Contractor"), collectively referred to as the "Parties".
Services
Contractor agrees to perform the services described in Exhibit A (the "Services") for Client. The Services shall be performed in a professional manner and in accordance with the specifications set forth in Exhibit A.
Compensation
Client shall pay Contractor for the Services performed by Contractor as set forth in Exhibit A. The Parties agree that Contractor shall not be entitled to any other compensation, including but not limited to, reimbursement of expenses, unless otherwise agreed upon in writing by Client.
Independent Contractor
Contractor is an independent contractor and not an employee of Client. Contractor shall have no authority to bind Client or to act as its agent, except as expressly provided in this Agreement. Contractor shall be solely responsible for all taxes, withholdings, and other similar payments with respect to the compensation received under this Agreement.
Confidentiality
Contractor agrees to maintain the confidentiality of all confidential information of Client, including but not limited to, trade secrets, customer lists, and other proprietary information. Contractor agrees to use such confidential information solely for the purpose of performing the Services under this Agreement.
Intellectual Property
All intellectual property rights arising from the Services performed by Contractor shall be the property of Client. Contractor agrees to assign, and hereby assigns, to Client all rights, title, and interest in and to any and all intellectual property rights arising from the Services performed by Contractor.
Termination
Either party may terminate this Agreement at any time upon written notice to the other party. In the event of termination, Client shall pay Contractor for all Services performed prior to the termination date.
Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the Republic of the Philippines. Any dispute arising under or in connection with this Agreement shall be resolved through arbitration in accordance with the rules of the Philippine Dispute Resolution Center, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.
Timeframe
The timeframe for the performance of the Services shall be as set forth in Exhibit A. Contractor shall use its best efforts to complete the Services within the timeframe specified in Exhibit A. If Contractor determines that additional time is necessary to complete the Services, Contractor shall promptly notify Client of such need and the parties shall negotiate a reasonable extension of time.
Notices
All notices, requests, consents, and other communications under this Agreement shall be in writing and shall be delivered personally or sent by certified mail, return receipt requested, postage prepaid, or by email to the addresses set forth below:
If to Client:
[Insert Client's name and address]
[Insert Client's email address]
If to Contractor:
[Insert Contractor's name and address]
[Insert Contractor's email address]
Assignment
Contractor may not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of Client. Any attempted assignment or delegation in violation of this provision shall be void.
Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations, understandings, and agreements between the Parties with respect to the subject matter hereof.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
CLIENT NAME: _______________________________ DATE: ______________
CONTRACTOR NAME: __________________________ DATE: ________________