Independent Contractor Agreement for Virginia

INDEPENDENT CONTRACTOR AGREEMENT



This INDEPENDENT CONTRACTOR AGREEMENT (hereinafter referred to as the "Agreement") is effective as of _____________ by and between _____________, an individual (hereinafter "Contractor") and _____________ (hereinafter "Company") (collectively referred to as the "Parties" and each a "Party").

WHEREAS, Company and Contractor desire to enter into a business relationship upon the terms and subject to the conditions set forth in this Agreement; and

WHEREAS, each Party is duly authorized and capable of entering into this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and obligations set forth herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

  1. Compensation
    1. Pay Period. Contractor will be paid . The pay period may be adjusted from time to time by Company, in its sole discretion.
    2. Business Expenses. Unless Company gives its prior written consent to the contrary, Company will NOT reimburse Contractor for out-of-pocket and other such business expenses incurred in connection with carrying out Contractor's duties and responsibilities, and Contractor will be solely responsible for paying these expenses itself.
  2. Benefits. Contractor shall only be entitled to such fringe benefits as may be provided from time to time by Company to other contractors occupying similar positions with Company. This Agreement is for the sole benefit of Contractor and Company, and is not intended to create a benefit plan or to modify the terms of existing plans. Any benefit plan contemplated by this Agreement shall be governed solely by the terms of the underlying plan documents and by applicable law. Nothing in this Agreement shall impair Company's right to amend, modify, replace, or terminate any and all such plans in its sole discretion, as provided by law, or to terminate this Agreement in accordance with its terms.
  3. Contractor Services. Contractor is being hired by Company as a(n) _____________. Contractor Services (the "Services") to be performed under this Agreement shall include: _____________ In addition to any Services specified in this Agreement, Contractor shall have such job duties, change orders, and additional Services as may from time to time be reasonably assigned to Contractor by Company within the scope of the Services or reasonably contemplated by this Agreement. Company and Contractor shall negotiate the terms of compensation for any additional Services required by Company if such additional Services require substantially more time, effort, or expense by Contractor. Contractor is responsible for determining the method and means of performing the Services, subject to the parameters, specifications, objectives, and timeline given by Company. Contractor acknowledges that by virtue of Contractor's position and responsibilities, Contractor will have fiduciary duties to Company and a duty of loyalty to Company and will, at all times, act in a manner consistent with these duties and abide by Company's reasonable rules, regulations, instructions, and directions.
  4. Extent of Services. During this Agreement, Contractor shall devote his or her time, energy, and attention to the benefit and business of Company as may be reasonably necessary in performing the Services pursuant to this Agreement. With the exception of passive investments and ownership interests that require little to no time and attention, Contractor is prohibited from engaging directly or indirectly in any other business activity outside of Contractor's duties to Company regardless of whether or not an activity is pursued for gain or profit. Nothing in this Agreement shall be construed as limiting Contractor's right to invest his or her money in real estate, stocks, or other such investments requiring limited maintenance and that do not take any significant amount of Contractor's time, energy, and attention away from Contractor's duties to Company.
  5. Relationship of the Parties. Contractor is an independent contractor, not Company's employee, and nothing in this Agreement shall create an employment, agency, joint venture, or partnership relationship between the Parties. In addition, nothing in this Agreement shall require the Parties to provide one another with confidential information or trade secrets in their respective possession.
  6. No Authority. Unless Company otherwise gives its prior written authorization, Contractor shall have no authority to act as agent for Company, to represent Company, or bind Company in any manner.
  7. Subcontractors. Without prior written consent from Company, Contractor may not use subcontractors to perform the Services--such consent not to be unreasonably withheld by Company.
  8. Termination
    1. Not At-Will Contractor. Contractor is NOT an at-will contractor, and this Agreement may only be terminated as follows: (i) for just cause, including, without limitation, breaching a provision of this Agreement; (ii) upon the death of Contractor; (iii) upon Company dissolving, becoming insolvent, filing bankruptcy, or ceasing all business operations; (iv) sale of the business of either Party; or (v) by mutual written agreement of the Parties.
    2. Notice Required. Where this Agreement is terminated due to Contractor breaching a provision of this Agreement or other just cause, Company may terminate this Agreement at any time, with or without notice, as permitted by applicable law. Otherwise, Contractor must give _____________ prior written notice, and Company must give _____________ prior written notice, of . If any minimum notice required by law under the circumstances is greater than the notice required under this paragraph, notice will be provided in accordance with such applicable law.
    3. Exit Interview. If Company so chooses, Contractor will be required to conduct an exit interview and/or write an exit memorandum upon termination of this Agreement.
  9. Work Product. To the extent not contrary to applicable state law, Contractor acknowledges and agrees that any and all inventions; discoveries; improvements; trademarks; copyrightable work, including any social media contacts obtained for or on behalf of Company, or other intellectual property created, produced, designed, or developed, in whole or in part, individually or jointly with others, during this Agreement, which are directly or indirectly within the scope of Company's past, current, or planned future operations, are Company's exclusive property, and shall be immediately disclosed and assigned to Company. Contractor further agrees that any and all such applicable items are works made for hire for Company within the definition of Section 101 of Title 17 of the United States Code, or any successor provision, and any corresponding state law provisions. To the extent the above-described intellectual property is not considered a work made for hire under the applicable law, Contractor agrees to, without further consideration, assign to Company all right, title, and interest in such intellectual property and assist Company in every way, including waiving any moral rights that Contractor may obtain, at Company's expense, to secure, maintain, and defend for Company's benefit, copyrights and any extensions and renewals thereof on any and all such work including translations thereof in any and all countries, such work to be and remain the property of Company whether copyrighted or not. Contractor's above obligations to Company shall be continuous and ongoing and shall survive the termination of this Agreement. The provisions of this paragraph shall apply in all cases except where Contractor receives Company's express prior written consent otherwise or if prevented by applicable law.
  10. Return of Company Property. Upon termination of this Agreement, for any reason, or at any other time that Company may so request, Contractor shall immediately deliver to Company all company and/or client property and/or information, including, but not limited to, all equipment, telephones, credit cards, keys, software, manuals, passwords, financial and tax documents, memoranda, letters, files, records, papers, notes, lists, computer programs, reports, books, and all other documents (and all copies thereof) in Contractor's possession, custody, and/or control.
  11. No Conflict. Contractor represents and warrants that the execution of this Agreement by Contractor and the performance of Contractor's obligations hereunder will not conflict with, result in the breach of any provision of or the termination of, or constitute a default under any agreement to which Contractor is a party or by which Contractor is or may be bound. If, at any time, Contractor discovers he or she has or may have any outside business relationships or activities that conflict with Company's best interests, then Contractor shall immediately disclose the conflict or potential conflict to Company.
  12. Indemnification. Contractor must indemnify and hold harmless Company, along with its officers, directors, employees, and agents, against all claims, liabilities, losses, costs, and all other legal and non-legal expenses, including, without limitation, reasonable attorney's fees and costs and insurance deductibles arising directly or indirectly from (a) Contractor's breach of any provision of this Agreement or (b) the negligent, grossly negligent, or intentional act or omission of Contractor or any of Contractor's directors, officers, employees, or agents that causes any type of damage to Company.
  13. Equitable Relief and Remedies. Contractor acknowledges that any breach of this Agreement will cause substantial and irreparable harm to Company for which money damages would be an inadequate remedy. Accordingly, Company shall in any such event be entitled to seek injunctive and other forms of equitable relief to prevent such breach and the prevailing Party shall be entitled to recover from the other, the prevailing Party's losses, damages, and costs, including, without limitation, reasonable attorney's fees and costs, incurred in connection with enforcing this Agreement, in addition to any other rights or remedies available at law, in equity, or by statute.
  14. Non-Exclusivity of Remedies. The enumeration herein of specific remedies shall not be exclusive of any other remedies. Any delay or failure by Company to exercise any right, power, remedy, or privilege herein contained, or now or hereafter existing under any applicable statute or law, shall not be construed to be a waiver of such right, power, remedy, or privilege. Company's waiver of a breach of any provision of this Agreement by Contractor shall not be considered as a waiver of rights with respect to any subsequent breach by Contractor.
  15. Severability. The Parties have attempted to limit the non-disclosure, non-competition, and non-solicitation provisions so that they apply only to the extent reasonably necessary to protect legitimate business and property interests. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, that provision shall be considered removed from this Agreement, and the remaining provisions shall continue to be valid and enforceable according to the intentions of the Parties. However, if a court or arbitration panel finds that any provision of this Agreement is invalid or unenforceable as currently written, but that by rewriting or limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as is necessary to further the intent of the Parties to the maximum extent permitted by law.
  16. Binding Effect; Assignment. The rights and obligations of Company under this Agreement shall inure to the benefit of and shall be binding upon the successors and assigns of Company. This Agreement is a personal services contract and the rights, obligations, and interests of Contractor hereunder may not be sold, assigned, transferred, pledged, or hypothecated.
  17. Entire Agreement. This Agreement contains the entire agreement and supersedes all prior agreements and understandings, oral or written, with respect to the subject matter hereof. This Agreement may be changed only by an agreement in writing signed by the Party against whom any waiver, change, amendment, modification, or discharge is sought.
  18. Time of Essence. Time is of the essence in this Agreement.
  19. Headings. Headings for the paragraphs herein are for convenience only and shall not be construed in interpreting this Agreement.
  20. Construction. Words and terms in this Agreement shall be construed in both the feminine and masculine, where applicable, and both single and plural, where applicable.
  21. Governing Law and Venue. To the extent not inconsistent with applicable law, Contractor acknowledges and agrees that this Agreement shall be governed by and construed in accordance with the laws of the State of _____________.
  22. Counterparts; Electronic Signature. This Agreement may be executed in counterparts, including by fax, email, or other facsimile, each an original but all considered part of one Agreement. Electronic signatures placed upon counterparts of this Agreement by a Party or their approved agent shall be considered valid representations of that Party's signature.
  23. Notice. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by certified or registered mail, first class, return receipt requested, to the Parties at the following addresses or any other address so specified in writing by a Party:

    COMPANY ADDRESS
    _____________
    _____________
    _____________, _____________ _____________

    CONTRACTOR ADDRESS
    _____________
    _____________
    _____________, _____________ _____________
  24. Additional Terms and Conditions. The Parties further agree to the following terms and conditions:
  25. Acknowledgments. Contractor acknowledges, understands, and accepts:
    1. Contractor's obligations under this Agreement;
    2. that Contractor freely enters into this Agreement;
    3. that Contractor has the right to seek independent advice at Contractor's expense or to propose modifications prior to signing the Agreement and has negotiated proposed modifications to the extent Contractor deems necessary;
    4. that the covenants made by and obligations imposed upon Contractor hereby, including any and all covenants regarding confidentiality, non-competition, non-solicitation, and ownership of intellectual property, are fair, reasonable, and minimally necessary to protect the legitimate business interests of Company, and such covenants and obligations will not place an undue burden upon Contractor in the event of termination of Contractor's contract with Company and the strict enforcement of the covenants contained herein;
    5. that the above restrictions are not intended to deprive Contractor of an opportunity to earn a living in the same profession as that of Company. Rather, Contractor agrees to abide by the above restrictions in recognition of Company's legitimate and reasonable objective to protect its business interests and client relationships;
    6. that Contractor has been provided with good and valuable consideration in return for the execution of this Agreement; and
    7. THAT CONTRACTOR HAS READ ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

IN WITNESS WHEREOF, INTENDING TO BE LEGALLY BOUND HEREBY, CONTRACTOR AND COMPANY EXECUTED THIS AGREEMENT AS OF THE DATE SET FORTH BELOW.

CONTRACTOR

Signed: ___________________________ Date: ______________________

Name: ___________________________

Title: ___________________________

COMPANY

Signed: ___________________________ Date: ______________________

Name: ___________________________

Title: ___________________________

Instructions for Your Independent Contractor Agreement



A good independent contractor agreement will provide strong protection of the interests of both the Company and the Contractor. The following information provides additional details and clarification on some of the key aspects in the agreement.

Party Information and Dates

Begin by entering the full legal names of the Contractor and the Company. Note that the Company may be either an individual or a business entity. If the Company is a business, be sure to include the type of business entity in the name of the Company; for instance, "eSupply, LLC."

Job Description

Next, add the job description by detailing the relevant services that the Contractor will perform. There is no need to include every individual service the Contractor will be responsible for because the agreement allows the Company to assign new duties that are reasonable within the scope of the agreement. Simply including the general job duties will suffice.

You will also be able to select whether or not the Contractor is allowed to engage in outside employment for other businesses while performing the services under this agreement. This term is usually negotiated upfront with the Contractor to ensure all parties are on the same page.

Compensation and Benefits

You have complete flexibility in tailoring how the Contractor is paid, including by hourly wage, salary, salary plus commission, solely on commission, or your own custom payment structure.

You will then have the option to list any benefits the Contractor will receive. This part is optional since you can always agree on benefits at a later time with the Contractor or in a different agreement.

It is not necessary to include all the Company rules and information regarding each benefit you include. Instead, you may simply name the benefit and briefly describe any major characteristics associated. Further details of each benefit are normally elaborated in the Company's official policy documentation and may be subject to change.

Ownership of Intellectual Property

Under the terms of the agreement, the Company will retain all work produced under the agreement. This is legally known as "works made for hire."

However, if the works or services provided are generic in nature, you may want to reword this provision so that the Contractor will retain ownership and the Company will only be granted a non-exclusive limited right to use any intellectual property produced by the Contractor.

Dispute Resolution

It is usually recommended that you include an arbitration provision when prompted. This will require disputes to be settled through binding arbitration and avoid the time and expense of going through the formal court system.

Next, you will indicate which state's laws will govern the agreement. Usually, the Company lists its principal place of business as the governing state. Other options include using the Company's state of incorporation or the state where the two parties are conducting any business together.

Non-Compete

Choosing to include a non-compete clause will prohibit the Contractor from engaging in similar work as he or she performed for the Company. If the Contractor works in an occupation that has many clients at once (e.g. financial advisers or attorneys) or holds a relatively narrow expertise, courts may not enforce such a provision if it is seen as an overly burdensome restriction on the Contractor's ability to find work.

No matter what the Contractor's occupation is, however, it is important that the non-compete clause is tailored to be as narrowly restrictive as possible. If the Company operates in a rapidly changing industry, such as in the IT industry, then it will be hard to justify a non-compete term lasting longer than six months or a year. In most cases, if you insert a non-compete term longer than two years, then you will be running a higher risk of a court someday shortening it down or invalidating it altogether.

Confidentiality and Non-Solicitation

Confidentiality provisions will prevent unwanted disclosure of the Company's confidential information and trade secrets by the Contractor. You can choose to limit the non-disclosure requirement to a fixed period of time after the parties' relationship ends or only while the agreement is in effect. If these options will serve to protect the Company's interests, then it may be a good idea to limit the term. However, if the Contractor will be learning confidential information and trade secrets that will hurt the Company's business if exposed, then it is likely a good idea to prohibit their disclosure indefinitely.

A non-solicitation provision prevents the Contractor from adversely interfering with any of the Company's business relationships; for instance, by trying to lure away the Company's own employees or business contacts. The term of the non-solicitation should be limited as much as possible to not be overly burdensome on the Contractor while still protecting the Company's interests. Courts generally accept anything between one month and two years depending upon what is reasonable under the circumstances.

It is usually a good idea to include these provisions unless you want to outline them in a separate agreement. However, these provisions will likely need to be negotiated between the parties upfront.

Termination

Next, specify how much advance notice is required when a party decides to end the contract. In many industries it is customary to require at least two weeks' notice of termination. However, it is completely acceptable to not require any notice.

Note that if a party is terminating the agreement due to a violation of the agreement by the other party, then the agreement states that no notice will be required to terminate it.

Additional Terms

You can add additional terms and conditions as desired. You have complete flexibility to tailor the document to reflect the specific situation and true intent of the parties, but be sure to preview the agreement first so that you know what has already been included for you.

As an example, you might require the Company to pay a cancellation fee (or "kill" fee) to the Contractor if the Company decides to end the contract early. However, if the term length is indefinite, then you will not be able to require a cancellation fee. Instead, consider requiring severance pay.

How to Execute Your Agreement

  • Have each party to the agreement sign and date the signature lines where indicated. Electronic signatures are allowed by the terms of the agreement. The parties may also sign copies sent to each other by e-mail, fax, or other electronic means. If you included an arbitration provision, make sure that each party signs the arbitration exhibit as well.
  • Make sure that all parties get a copy after it is executed.
  • That's it! You have completed and executed a stellar independent contractor agreement!
Business Human Resources

Independent Contractor Agreement

An independent contractor agreement sets forth the essential terms of the business relationship between a contractor and a hiring party. This agreement allows the parties to be upfront about their expectations so that fewer problems occur down the road.

LegalNature’s independent contractor agreement gives you great flexibility in tailoring the agreement to your specific needs. You can customize terms such as the length of the contract, payment structure, vacation and benefits, ownership of intellectual property, confidentiality, and more.

By following our step-by-step guidance you can quickly complete an independent contractor agreement providing you with strong protection you can rely on.

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