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INDEPENDENT CONTRACTOR AGREEMENT

Contractor: [Name]
Client: [Name]
Effective: Aug 21, 2026

1. PARTIES
This Independent Contractor Agreement (the “Agreement”) is entered into as of Aug 21, 2026 by and between [Name] (“Contractor”) and [Name] (“Client”).

2. SERVICES
Contractor will provide professional services. Scope of work:

Services as described in email or a statement of work agreed by both parties.

Contractor will perform the services in a professional manner consistent with industry standards. This is not an employment relationship.

3. TERM
Work begins on Aug 21, 2026 and continues until completion of the services, unless ended earlier under Section 10. Dates may shift by written agreement (email is enough).

4. FEES AND PAYMENT
Fees will be set out in a statement of work attached as Exhibit A.

5. INVOICES
Contractor will invoice according to the payment terms above. Late amounts accrue 1.5% per month (or the maximum allowed by law). Work may pause if any invoice is more than 10 days overdue.

6. REVISIONS
The fee includes up to 2 rounds of reasonable revisions on deliverables. Additional revision rounds are billed at the stretch hourly rate. Feedback must be consolidated and sent within five business days of delivery.

7. INTELLECTUAL PROPERTY
Upon full payment, Contractor assigns to Client the intellectual property in final deliverables created specifically for Client under this Agreement. Contractor retains pre-existing tools, libraries, prompts, and generic know-how, and a license to use non-confidential work in a portfolio.

8. CONFIDENTIALITY
Each party will keep the other’s non-public information confidential and use it only to perform this Agreement. This duty lasts three years after the Agreement ends, and indefinitely for trade secrets. Contractor may list Client’s name as a client unless Client objects in writing.

9. INDEPENDENT CONTRACTOR
Contractor is an independent contractor, not an employee, partner, or agent. Contractor is responsible for taxes, insurance, equipment, and how the work is performed, provided deadlines and quality standards are met.

10. TERMINATION
Either party may end this Agreement with seven days’ written notice. Client pays for work completed through the effective date, including non-cancellable costs already incurred. If Client terminates for convenience after work has begun on a fixed-price project, the kill fee is 30% of the remaining unused fee or actual hours at the recommended rate, whichever is greater.

11. LIABILITY
Contractor’s total liability under this Agreement is capped at the fees actually paid by Client in the three months before the claim. Neither party is liable for indirect, incidental, or consequential damages. Contractor does not warrant that the work will achieve a particular business result.

12. CHANGE ORDERS
New requests, extra platforms, extra languages, extra stakeholders, or a material change in scope are change orders. Contractor will quote them in writing before starting. Silence is not approval.

13. GOVERNING LAW
This Agreement is governed by the laws of the jurisdiction named by Contractor, without regard to conflict-of-law rules. The parties will first try to resolve disputes in good faith. Venue lies in the courts of that jurisdiction.

14. ENTIRE AGREEMENT
This Agreement is the entire understanding between the parties and replaces prior proposals on the same subject. It may be signed in counterparts, including electronic signature, each of which is deemed an original.
SIGNATURES

Contractor
Name: ___________________________ Date: ______________

Client
Name: ___________________________ Date: ______________

This template is a starting point, not legal advice. Have counsel review it for your situation.

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