INDEPENDENT CONTRACTOR SERVICES AGREEMENT

(Pennsylvania – Comprehensive Form)

[// GUIDANCE: Replace ALL bracketed, bold-capped placeholders (e.g., [COMPANY NAME]) with matter-specific information before execution. All bracketed lower-case options (e.g., [arbitration/litigation]) are drafting choices—select or delete as applicable.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement & Scope of Services
4. Compensation & Taxes
5. Term; Termination
6. Representations & Warranties
7. Covenants & Compliance Obligations
8. Default; Remedies
9. Risk Allocation
10. Dispute Resolution
11. General Provisions
12. Execution Block

1. DOCUMENT HEADER

1.1 Title and Parties

This Independent Contractor Services Agreement (this “Agreement”) is made and entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [COMPANY NAME], a [STATE] [corporation/LLC/etc.] with its principal place of business at [ADDRESS] (“Company”), and [CONTRACTOR LEGAL NAME], a [form of entity/individual] with its principal place of business/residence at [ADDRESS] (“Contractor”). Company and Contractor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

1.2 Recitals

A. Company desires to engage Contractor to perform certain specialized services on an independent-contractor basis;
B. Contractor represents that it is duly qualified, equipped, and willing to perform such services in accordance with applicable Pennsylvania and federal law;
C. In consideration of the mutual covenants and promises herein, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms have the meanings set forth below. Undefined capitalized terms have the meanings ascribed where first used.

“Affiliate” – any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
“Applicable Law” – all federal, state (including Pennsylvania), and local statutes, regulations, ordinances, and common-law principles governing the subject matter of this Agreement.
“Confidential Information” – Section 7.3.
“Deliverables” – all work product, reports, materials, and other items to be delivered by Contractor under the Statement of Work.
“Services” – the tasks, functions, and responsibilities described in Section 3 and any Statement of Work.
“Statement of Work” or “SOW” – a document executed by the Parties that describes specific Services, Deliverables, timelines, and compensation.

[// GUIDANCE: Add additional definitions alphabetically as needed.]

3. ENGAGEMENT & SCOPE OF SERVICES

3.1 Engagement. Company hereby engages Contractor, and Contractor accepts such engagement, to perform the Services described in Exhibit A (Statement of Work) and any subsequent SOWs executed pursuant to this Agreement.

3.2 Performance Standards. Contractor shall (a) perform the Services (i) diligently, (ii) in a professional and workmanlike manner consistent with industry standards, and (iii) in material conformity with the SOW; (b) allocate sufficient personnel and resources to meet all deadlines; and (c) comply with all written policies of Company provided to Contractor that are reasonably applicable to third-party vendors.

3.3 No Minimum Commitment. Unless expressly stated in an SOW, Company makes no minimum purchase or volume commitment.

4. COMPENSATION & TAXES

4.1 Fees. Company shall pay Contractor the fees set forth in the applicable SOW, including any milestone, hourly, or fixed-fee structure (the “Fees”).

4.2 Expenses. Company [will/will not] reimburse Contractor for reasonable, pre-approved out-of-pocket expenses incurred in performing the Services. Any expense exceeding [DOLLAR AMOUNT] requires Company’s prior written consent.

4.3 Invoices; Payment Terms. Contractor shall invoice Company [monthly/bi-weekly/upon milestone completion]. Unless disputed in good faith, Company shall pay undisputed amounts within [NUMBER] days after receipt. Late payments shall accrue interest at the lesser of 1.0 % per month or the maximum rate permitted by law.

4.4 Tax Obligations.
(a) Contractor shall be solely responsible for, and shall timely pay, all federal, state, and local taxes, assessments, and other governmental charges, including income, self-employment, Social Security, Medicare, unemployment, and payroll taxes, arising from or relating to the Fees paid under this Agreement.
(b) Company shall issue IRS Form 1099-NEC or any successor form for amounts paid, as required by law.
(c) Contractor shall provide Company with a duly executed IRS Form W-9 (or Form W-8, as applicable) prior to any payment.

[// GUIDANCE: Pennsylvania does not impose state income-tax withholding on amounts paid to independent contractors; nevertheless, confirm Company’s business-privilege tax or local withholding obligations in the relevant municipality.]

5. TERM; TERMINATION

5.1 Term. The term of this Agreement commences on the Effective Date and continues until [DATE/PROJECT COMPLETION], unless earlier terminated as provided herein (the “Term”).

5.2 Termination for Convenience. Either Party may terminate this Agreement or any SOW for any reason upon [NUMBER] days’ prior written notice to the other Party.

5.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party:
(a) materially breaches this Agreement and fails to cure within ten (10) days after written notice;
(b) becomes insolvent or commences bankruptcy or similar proceedings; or
(c) engages in fraud or willful misconduct in connection with the Services.

5.4 Effect of Termination. Upon termination (a) Contractor shall promptly cease all Services, (b) Company shall pay Contractor Fees earned through the termination date (subject to any offsets), and (c) Contractor shall deliver all completed or in-process Deliverables and Company property. Sections 2, 4.4, 6, 7, 8, 9, 10, 11, and any other provisions that by their nature should survive termination, shall so survive.

6. REPRESENTATIONS & WARRANTIES

6.1 Mutual Representations. Each Party represents and warrants that:
(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
(b) it has full power and authority to enter into and perform this Agreement; and
(c) its execution and performance of this Agreement do not violate any other agreement or Applicable Law.

6.2 Contractor Representations. Contractor further represents and warrants that:
(a) Independent Contractor Status. Contractor is and shall remain an independent contractor and not an employee, agent, joint venturer, or partner of Company for any purpose;
(b) Qualifications. Contractor possesses all licenses, permits, insurance, and approvals required to perform the Services in Pennsylvania;
(c) Non-infringement. Deliverables will not infringe any third-party intellectual-property rights;
(d) No Debarment. Contractor is not debarred, suspended, or otherwise ineligible to contract with any governmental entity.

6.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, NEITHER PARTY MAKES ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

7. COVENANTS & COMPLIANCE OBLIGATIONS

7.1 Worker Classification – Pennsylvania Compliance.
(a) Control & Independence. Contractor has the sole right to control and direct the means, manner, and method of performing the Services and may perform services for others during the Term.
(b) No Benefits. Contractor acknowledges ineligibility for Company benefits, including workers’ compensation (unless separately obtained by Contractor), unemployment insurance, health coverage, or retirement plans.
(c) Election of Coverage. If Contractor is an individual or sole proprietor, Contractor shall, at its own option and expense, secure workers’ compensation insurance or file all required exemptions under Pennsylvania law.

[// GUIDANCE: Under Pennsylvania’s Construction Workplace Misclassification Act (where applicable), additional criteria apply. Consider attaching a signed affidavit if Services involve “construction” as statutorily defined.]

7.2 Insurance Requirements.
Contractor shall, at its own expense, maintain at all times during the Term and for two (2) years thereafter:
(a) Commercial General Liability – $1,000,000 per occurrence / $2,000,000 aggregate;
(b) Professional Liability (Errors & Omissions) – $1,000,000 per claim;
(c) Automobile Liability – $1,000,000 combined single limit (if vehicles used);
(d) Workers’ Compensation & Employers’ Liability – statutory limits (or valid exemption); and
(e) Cyber/Network Security – [OPTIONAL – specify if data handled].
All policies shall (i) name Company as an additional insured (except workers’ compensation), (ii) be primary and non-contributory, and (iii) provide at least 30 days’ prior written notice of cancellation or material change. Upon request, Contractor shall furnish certificates of insurance evidencing compliance.

7.3 Confidentiality.
(a) Definition. “Confidential Information” means all non-public information disclosed by a Party (“Discloser”) to the other Party (“Recipient”) that is marked or reasonably should be understood to be confidential, including trade secrets, financials, customer lists, software, source code, designs, and business strategies.
(b) Obligations. Recipient shall (i) use Confidential Information solely to perform its obligations, (ii) protect using no less than reasonable care, and (iii) not disclose to any third party except as authorized.
(c) Exclusions; Compelled Disclosure; Injunctive Relief. Standard carve-outs apply. Recipient may disclose if legally compelled after providing prompt notice and cooperation. The Parties agree that breach of this Section 7.3 may cause irreparable harm for which monetary damages are inadequate, and Discloser shall be entitled to injunctive relief without bond, in addition to other remedies.

7.4 Intellectual Property.
(a) Pre-Existing IP. Each Party retains all rights in IP owned or developed independently of this Agreement.
(b) Work Made for Hire & Assignment. To the extent permitted by law, all Deliverables shall constitute “work made for hire” for Company. If any Deliverable is not so characterized, Contractor hereby irrevocably assigns to Company all right, title, and interest therein.
(c) Moral Rights. Contractor waives all moral rights in the Deliverables to the extent permitted by law.

7.5 Compliance with Laws. Contractor shall comply with all Applicable Law, including U.S. export controls, anti-corruption laws, data-privacy regulations, and any industry-specific regulations applicable to the Services.

8. DEFAULT; REMEDIES

8.1 Events of Default. The following constitute “Events of Default”:
(a) A Party’s material breach that remains uncured after the applicable cure period;
(b) Contractor’s failure to maintain required insurance;
(c) Repeated failure to meet milestones or quality standards;
(d) Misappropriation or unauthorized disclosure of Confidential Information;
(e) Contractor misclassification or payroll tax assessment arising from Contractor’s failure to comply with Section 7.1 or 4.4.

8.2 Cure Period. Except for breaches that by their nature cannot be cured or confidentiality breaches, the breaching Party shall have ten (10) days from written notice to cure.

8.3 Remedies. Upon an Event of Default, the non-breaching Party may, in addition to termination, (a) suspend performance, (b) seek specific performance, (c) recover direct damages subject to Section 9.2, and (d) exercise any other remedy available at law or in equity, including injunctive relief.

8.4 Attorneys’ Fees. The prevailing Party in any action to enforce this Agreement shall be entitled to recover reasonable attorneys’ fees, costs, and expenses, including on appeal.

9. RISK ALLOCATION

9.1 Indemnification by Contractor. Contractor shall defend, indemnify, and hold harmless Company and its Affiliates, and each of their officers, directors, employees, and agents, from and against any and all third-party claims, demands, losses, liabilities, damages, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) bodily injury, death, or property damage caused by Contractor’s acts or omissions;
(b) Contractor’s breach of this Agreement or Applicable Law;
(c) intellectual-property infringement by the Deliverables;
(d) misclassification of Contractor as an independent contractor or any employment-related claim arising from Contractor’s personnel.

9.2 Limitation of Liability. EXCEPT FOR (i) INDEMNITY OBLIGATIONS UNDER SECTION 9.1, (ii) BREACHES OF CONFIDENTIALITY, OR (iii) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES. IN NO EVENT SHALL COMPANY’S AGGREGATE LIABILITY EXCEED THE FEES PAID OR PAYABLE TO CONTRACTOR UNDER THE SOW GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT. NOTHING IN THIS SECTION SHALL LIMIT LIABILITY TO THE EXTENT SUCH LIMITATION IS PROHIBITED BY PENNSYLVANIA LAW.

9.3 Force Majeure. Neither Party shall be liable for delays or failure to perform caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, strikes, governmental actions, epidemics, or supply shortages, provided the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

10. DISPUTE RESOLUTION

10.1 Governing Law. This Agreement and any dispute related hereto shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict-of-laws rules.

10.2 Forum Selection. The Parties submit to the exclusive jurisdiction of the state and federal courts located in [COUNTY], Pennsylvania for any action arising out of or relating to this Agreement, except as provided in Section 10.3.

10.3 Optional Arbitration. [ARBITRATION OPTION – Delete if electing litigation exclusively]
(a) Any dispute, controversy, or claim arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules.
(b) The seat of arbitration shall be [CITY, Pennsylvania].
(c) The arbitral tribunal shall consist of [one/three] arbitrator(s).
(d) Judgment on the award may be entered in any court of competent jurisdiction.

10.4 Jury Trial Waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

10.5 Equitable Relief. Notwithstanding Section 10.3, either Party may seek temporary, preliminary, or permanent injunctive relief or other equitable remedies in a court of competent jurisdiction to prevent or curtail breach of Sections 7.3 or 7.4.

11. GENERAL PROVISIONS

11.1 Amendment; Waiver. No amendment or waiver of any provision shall be effective unless in writing and signed by authorized representatives of both Parties. A waiver of any breach shall not operate as a waiver of any other breach.

11.2 Assignment. Contractor shall not assign, delegate, or subcontract its rights or obligations without Company’s prior written consent. Any assignment in violation of this Section is void. Subject to the foregoing, this Agreement shall bind and benefit the Parties and their respective successors and permitted assigns.

11.3 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to render it enforceable while preserving the Parties’ intent.

11.4 Entire Agreement. This Agreement, including all Exhibits and SOWs, constitutes the entire agreement between the Parties concerning its subject matter and supersedes all prior or contemporaneous agreements, proposals, or communications, whether written or oral.

11.5 Notices. All notices shall be in writing and deemed given when (a) delivered personally; (b) sent by recognized overnight courier; or (c) mailed by certified mail, return receipt requested, to the addresses first above written (or such other address a Party designates in writing). Email alone is insufficient for legal notice.

11.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts, each of which constitutes an original, and all of which together constitute one instrument. Signatures transmitted by PDF or electronic signature technology (e.g., DocuSign) shall be deemed original and binding.

11.7 Interpretation. Headings are for convenience only and shall not affect interpretation. “Including” means “including without limitation.”

12. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

[OPTIONAL NOTARY ACKNOWLEDGMENT – Pennsylvania does not generally require notarization for commercial contracts; include if desired for evidentiary purposes.]

EXHIBIT A

STATEMENT OF WORK

1. Description of Services: [DETAILED DESCRIPTION]
2. Deliverables: [LIST]
3. Project Schedule / Milestones: [DATES]
4. Compensation & Payment Schedule: [RATE, BILLING FREQUENCY, MILESTONE PAYMENTS]
5. Key Personnel (if any): [NAMES/TITLES]
6. Acceptance Criteria: [OBJECTIVE STANDARDS/TESTING]

[// GUIDANCE: Attach additional SOWs as separate exhibits, each referencing this Agreement.]

END OF DOCUMENT