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Independent Contractor Agreement & Work-for-Hire Contract
Standard independent contractor agreement defining scope of work, hourly/milestone compensation, IP copyright assignment upon full payment, and confidentiality.
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Software Developers, Designers, Agencies, and Freelance Contractors
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What's Included in this Template
Clear Independent Contractor status declaration (non-employee tax classification)
Intellectual Property assignment clause: IP transfers to client strictly upon receipt of full payment
Termination notice period and kill-fee terms for cancelled projects
Liability limitation, warranty disclaimers, and mutual indemnification safeguards
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# INDEPENDENT CONTRACTOR SERVICES AGREEMENT
This Agreement is made by and between **Globex Technology Corp.** ("Client") and **Jane Doe Software Engineering LLC** ("Contractor").
### 1. Scope of Services
Contractor agrees to provide the following professional services to Client: **Full-stack TypeScript application architecture, API development, and automated testing** (the "Services").
### 2. Compensation & Payment Terms
Client agrees to pay Contractor: **$125 per billable hour, invoiced bi-weekly with Net-15 payment terms**. Invoices shall be payable within 15 calendar days of receipt. Late payments shall accrue interest at 1.5% per month.
### 3. Independent Contractor Relationship
Contractor is an independent contractor, not an employee or agent of Client. Contractor retains full control over the manner and means of performing the Services and is solely responsible for all tax filings.
### 4. Ownership of Intellectual Property (Work for Hire)
Upon receipt of full and final payment for the Services, Contractor assigns to Client all right, title, and interest in the customized deliverables created specifically for Client under this Agreement. Contractor retains ownership of pre-existing tools, libraries, open-source modules, and reusable background code.
### 5. Termination
Either party may terminate this Agreement upon 14 calendar days written notice. In the event of early termination, Client shall pay Contractor for all hours worked and expenses incurred up to the effective termination date.
### 6. Governing Law
This Agreement shall be construed under the laws of **State of California, United States**.
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### SIGNATURES
**Client: Globex Technology Corp.**
Signature: __________________________ Date: _________________
**Contractor: Jane Doe Software Engineering LLC**
Signature: __________________________ Date: _________________
Frequently Asked Questions (FAQ)
When does the client own the code or deliverables?
Under this agreement, ownership transfer is contingent upon full payment. This protects the freelancer from clients using work without paying.
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