This Agreement is made between Acme Widget Co. (Client) with a principal place of business at 123 Main Street, Marred Vista, CA 90000, and ABC Consulting, Inc. (Contractor), with a principal place of business at 456 Grub Street, Santa Longo, CA 90001.
1. Term of Agreement
This Agreement will become effective on May 1, 20XX, and will end no later than June 1, 20XX.
2. Services to Be Performed
Contractor agrees to perform the following services: Install and test Client’s DX9-105 widget manufacturing press so that it performs according to the manufacturer’s specifications.
3. Payment
In consideration for the services to be performed by Contractor, Client agrees to pay Contractor $20,000 according to the terms set out below.
4. Terms of Payment
Upon completing Contractor’s services under this Agreement, Contractor shall submit an invoice. Client shall pay Contractor the compensation described within a reasonable time after receiving Contractor’s invoice.
5. Expenses
Contractor shall be responsible for all expenses incurred while performing services under this Agreement. This includes license fees, memberships and dues; automobile and other travel expenses; meals and entertainment; insurance premiums; and all salary, expenses and other compensation paid to employees or contract personnel the Contractor hires to complete the work under this Agreement.
6. Independent Contractor Status
Contractor is an independent contractor, not Client’s employee. Contractor’s employees or contract personnel are not Client’s employees. Contractor and Client agree to the following rights consistent with an independent contractor relationship.
- Contractor has the right to perform services for others during the term of this Agreement.
- Contractor has the sole right to control and direct the means, manner and method by which the services required by this Agreement will be performed.
- Contractor has the right to perform the services required by this Agreement at any place, location or time.
- Contractor will furnish all equipment and materials used to provide the services required by this Agreement.
- Contractor has the right to hire assistants as subcontractors, or to use employees to provide the services required by this Agreement.
- The Contractor or Contractor’s employees or contract personnel shall perform the services required by this Agreement; Client shall not hire, supervise or pay any assistants to help Contractor.
- Neither Contractor nor Contractor’s employees or contract personnel shall receive any training from Client in the skills necessary to perform the services required by this Agreement.
- Client shall not require Contractor or Contractor’s employees or contract personnel to devote full time to performing the services required by this Agreement.
7. Business Permits, Certificates and Licenses
Contractor has complied with all federal, state and local laws requiring business permits, certificates and licenses required to carry out the services to be performed under this Agreement.
8. State and Federal Taxes
Client will not:
- withhold FICA (Social Security and Medicare taxes) from Contractor’s payments or make FICA payments on Contractor’s behalf
- make state or federal unemployment compensation contributions on Contractor’s behalf, or
- withhold state or federal income tax from Contractor’s payments.
Contractor shall pay all taxes incurred while performing services under this Agreement—including all applicable income taxes and, if Contractor is not a corporation, self-employment (Social Security) taxes. Upon demand, Contractor shall provide Client with proof that such payments have been made.
9. Fringe Benefits
Contractor understands that neither Contractor nor Contractor’s employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay or other fringe benefit plan of Client.
10. Workers’ Compensation
Client shall not obtain workers’ compensation insurance on behalf of Contractor or Contractor’s employees. If Contractor hires employees to perform any work under this Agreement, Contractor will cover them with workers’ compensation insurance and provide Client with a certificate of workers’ compensation insurance before the employees begin the work.
11. Unemployment Compensation
Client shall make no state or federal unemployment compensation payments on behalf of Contractor or Contractor’s employees or contract personnel. Contractor will not be entitled to these benefits in connection with work performed under this Agreement.
12. Insurance
Client shall not provide any insurance coverage of any kind for Contractor or Contractor’s employees or contract personnel. Contractor agrees to maintain an insurance policy of at least $500,000 to cover any negligent acts committed by Contractor or Contractor’s employees or agents while performing services under this Agreement.
Contractor shall indemnify and hold Client harmless from any loss or liability arising from performing services under this Agreement.
13. Terminating the Agreement
With reasonable cause, either Client or Contractor may terminate this Agreement, effective immediately upon giving written notice.
Reasonable cause includes:
- a material violation of this Agreement, or
- any act exposing the other party to liability to others for personal injury or property damage.
14. Exclusive Agreement
This is the entire Agreement between Contractor and Client.
15. Severability
If any part of this Agreement is held unenforceable, the rest of the Agreement will continue in effect.
16. Applicable Law
This Agreement will be governed by the laws of the state of California.
17. Notices
All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows:
- when delivered personally to the recipient’s address as stated on this Agreement
- three days after being deposited in the United States mail, with postage prepaid to the recipient’s address as stated on this Agreement, or
- when sent by fax or telex to the last fax or telex number of the recipient known to the person giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt.
18. No Partnership
This Agreement does not create a partnership relationship. Contractor does not have authority to enter into contracts on Client’s behalf.
19. Assignment
Either Contractor or Client may assign or subcontract any rights or obligations under this Agreement.
20. Signatures
Client:
Acme Widget Co.
By: Basilio Chew
[Signature]
Basilio Chew
[Typed or Printed Name]
Title: President
Date: April 30, 20XX
Contractor:
ABC Consulting, Inc.
By: George Bailey
[Signature]
George Bailey
(Typed or Printed Name)
Title: President
Taxpayer ID Number: 123-45-6789
Date: April 30, 20XX