PROFESSIONAL INDEPENDENT CONTRACTOR AGREEMENT
This Independent Contractor Agreement ("Agreement") is entered into as of the 1st day of January, 2050, by and between:
[Your Company Name], a company incorporated and existing under the laws of the State of Michigan, with its principal place of business located at [Your Company Address], ("Company") and
DockLay, a company incorporated and existing under the laws of the State of Michigan, with its principal place of business located at Grand Rapids, MI 49501 ("Contractor").
The Company and Contractor may collectively be referred to as the "Parties" or individually as a "Party."
WHEREAS, the Company desires to engage the services of the Contractor, and the Contractor desires to provide such services, under the terms and conditions set forth in this Agreement;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the Parties agree as follows:
I. ENGAGEMENT OF SERVICES
A. Scope of Services
The Company hereby engages the Contractor to provide the following services ("Services"):
Consultation on software development and technical integration for the Company's upcoming product release.
Market research analysis to support the product's entry into the competitive landscape.
Project management assistance for system updates and ongoing tech support.
The Contractor agrees to perform the Services in a professional manner and in accordance with industry standards.
B. Independent Contractor Status
The Contractor is an independent contractor and not an employee of the Company. The Contractor shall have control over the manner and means of performing the Services and shall not be entitled to any benefits provided to employees of the Company.
C. Work Schedule and Location
The Contractor shall perform the Services on a flexible schedule and location as mutually agreed by both Parties, unless otherwise specified in the project plan or task details. The Contractor is responsible for managing their time and resources to meet the deadlines set forth in the project schedule.
II. TERM AND TERMINATION
A. Term of Agreement
This Agreement shall commence on the 1st day of January, 2050, and shall continue until terminated by either Party in accordance with the provisions of this Agreement.
B. Termination for Convenience
Either Party may terminate this Agreement at any time by providing 30 days’ written notice to the other Party. In such case, the Company will compensate the Contractor for services rendered up until the effective date of termination.
C. Termination for Cause
Either Party may terminate this Agreement immediately upon written notice to the other Party in the event of a material breach by the other Party that remains uncured for a period of 15 days after receipt of notice of such breach.
D. Post-Termination Obligations
Upon termination of this Agreement, the Contractor shall return all Company property and confidential information. The Company will pay for services rendered by the Contractor up to the effective date of termination.
III. COMPENSATION AND PAYMENT TERMS
A. Fees for Services
The Company agrees to pay the Contractor a fee of $100 per hour for the Services provided under this Agreement. Payment will be made upon the completion of agreed milestones or at the end of the specified time periods, as outlined in the work schedule.
B. Invoices and Payment Schedule
The Contractor shall submit an invoice to the Company for the Services rendered. The invoice should include a detailed breakdown of the services provided, the dates on which they were performed, and the total fee due. Payments will be made within 30 days of receipt of the invoice by the Company.
C. Expenses
The Contractor is responsible for all costs and expenses associated with providing the Services unless otherwise agreed upon by the Parties in writing. Any pre-approved expenses incurred in the course of providing the Services will be reimbursed by the Company.
D. Late Payments
In the event that any payment is not made by the due date, a late fee of 1.5% per month will be charged on the outstanding amount.
IV. CONFIDENTIALITY
A. Confidential Information
During the term of this Agreement, the Contractor may have access to confidential information belonging to the Company, including but not limited to business plans, strategies, customer information, and technical data. The Contractor agrees to keep all such information confidential and not disclose it to any third party without the prior written consent of the Company.
B. Exceptions to Confidentiality
The confidentiality obligations shall not apply to information that:
Was already known to the receiving Party at the time of disclosure;
Becomes publicly available through no fault of the receiving Party;
Is required to be disclosed by law or regulation.
C. Duration of Confidentiality Obligation
The confidentiality obligations will remain in effect for three (3) years following the termination or expiration of this Agreement.
V. INTELLECTUAL PROPERTY
A. Ownership of Work Product
All work products developed by the Contractor in connection with the performance of the Services under this Agreement, including but not limited to inventions, designs, software, and written materials, shall be the exclusive property of the Company. The Contractor agrees to assign to the Company all rights, title, and interest in any such work product.
B. Use of Contractor’s Pre-existing Intellectual Property
The Contractor may use pre-existing intellectual property in the performance of the Services, provided that the Contractor retains ownership of such pre-existing intellectual property. The Company will have a non-exclusive, royalty-free license to use such pre-existing intellectual property solely for the purpose of utilizing the work product created under this Agreement.
VI. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan, without regard to its conflict of law principles. Any disputes arising under this Agreement shall be resolved in the courts located in Grand Rapids, Michigan.
VII. SIGNATURES
By signing below, the Parties acknowledge and agree to all terms and conditions set forth in this Agreement.
Service Provider:
[Your Name]
[Your Company Name]
Date: January 1, 2050
Contractor:
Dahlia White
DockLay
Date: January 1, 2050
For any inquiries or further information, please contact [Your Name] at [Your Email] or [Your Company Email].
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