California independent contractor agreement template

California Independent Contractor Agreement

This Independent Contractor Agreement (the “Agreement”) is made and entered into as of this [Date], by and between [Company Name], located at [Company Address] (“Client”), and [Contractor Name], residing at [Contractor Address] (“Contractor”).

1. Basic Information

Client:

• Full Legal Name: [Client Full Legal Name]
• Business Address: [Client Business Address]
• Phone Number: [Client Phone Number]
• Tax Identification Number: [Client Tax ID]

Contractor:

• Full Legal Name: [Contractor Full Legal Name]
• Business Address: [Contractor Business Address]
• Phone Number: [Contractor Phone Number]
• Tax Identification Number/Social Security Number: [Contractor Tax ID/SSN]

2. Relationship of Parties

Contractor is an independent contractor of Client. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between Contractor and Client.

Contractor is not entitled to any employee benefits from Client, including but not limited to health insurance, paid time off, or retirement benefits.

3. Description of Services

Contractor shall provide the following services (the “Services”): [Detailed Description of Services]

Scope of Work: [Specific Scope of Work]

Milestones and Deadlines: [List of Milestones and Deadlines]

Work Quality Standards: [Description of Work Quality Standards]

Delivery Requirements: [Specific Delivery Requirements]

4. Work Location

Option A: The Services shall be performed remotely.

Option B: The Services shall be performed at [Client Location].

Option C: The Services shall be performed at multiple locations as determined by [Client/Contractor]. [Specify Locations]

5. Term and Termination

Option A: Fixed Term

• This Agreement shall commence on [Start Date] and shall continue until [End Date].

Option B: Project Based

• This Agreement shall commence on [Start Date] and will continue until the completion of the Services described in Section 3.

Option C: Indefinite Term

• This Agreement shall commence on [Start Date] and continue until terminated by either party.

Termination:

• Either party may terminate this Agreement with [Number] days written notice.
• Client may terminate this Agreement immediately if Contractor breaches any material term of this Agreement.

6. Payment

Option A: Hourly Rate

• Client shall pay Contractor at an hourly rate of [Dollar Amount] per hour.

Option B: Per Project

• Client shall pay Contractor a fixed fee of [Dollar Amount] for the completion of the Services.

Option C: Flat Fee

• Client shall pay Contractor a flat fee of [Dollar Amount].

Option D: Retainer

• Client shall pay Contractor a retainer of [Dollar Amount] per [Month/Quarter/Year].

Payment Schedule: [Description of Payment Schedule]

Payment Method: [Check/Direct Deposit/Other]

Invoicing: Contractor shall submit invoices to Client [Frequency of Invoicing].

Reimbursement of Expenses:

• Option A: Client shall reimburse Contractor for pre-approved reasonable expenses.
• Option B: Client shall not reimburse Contractor for any expenses.
• [Specify any expense reimbursement policies, if applicable.]

Taxes: Contractor is solely responsible for all taxes, withholdings, and other statutory deductions.

Late Payment:

• Option A: Late payments shall accrue interest at a rate of [Percentage] per month.
• Option B: No late payment penalty will be assessed.

7. Contractor's Tax and Benefit Obligations

Contractor acknowledges and agrees that they are solely responsible for all federal, state, and local taxes, insurance (including but not limited to health, disability, and workers' compensation), and other benefits. Client will not withhold any amounts for such items.

Option: Client shall provide [Specify benefit/expense reimbursement].

8. Autonomy and Control

Contractor has the sole right to control and direct the means, manner, and method by which the Services are performed.

Contractor is free to perform services for others.

Subcontracting:

• Option A: Contractor may subcontract portions of the Services with Client's prior written consent.
• Option B: Contractor may not subcontract any portion of the Services.

9. Licenses, Permits, and Compliance

Contractor represents and warrants that they possess all necessary licenses, permits, and certifications required to perform the Services in compliance with all applicable laws and regulations.

Contractor shall comply with all applicable laws and regulations.

10. Confidentiality and Non-Disclosure

Contractor agrees to hold all Confidential Information of Client in strict confidence and not to disclose such Confidential Information to any third party. Confidential Information includes, but is not limited to, [List Examples of Confidential Information].

Option A: Standard Confidentiality

• The obligations of confidentiality shall survive the termination of this Agreement for a period of [Number] years.

Option B: Enhanced Confidentiality

• The obligations of confidentiality shall survive the termination of this Agreement indefinitely.

11. Intellectual Property

Option A: Work Made for Hire

• All work product created by Contractor pursuant to this Agreement shall be considered "work made for hire" and shall be owned exclusively by Client.

Option B: Assignment of Rights

• Contractor hereby assigns to Client all right, title, and interest in and to all work product created pursuant to this Agreement, including all copyrights, patents, and trade secrets.

Option C: Contractor Retains Ownership

• Contractor retains ownership of all intellectual property rights, but grants Client a non-exclusive license to use the work product.

12. Indemnification

Contractor shall indemnify and hold harmless Client from and against any and all claims, damages, liabilities, costs, and expenses (including attorney's fees) arising out of or relating to Contractor's performance of the Services or breach of this Agreement.

Option: Liability Limitation

• Client's liability shall be limited to the amount paid to Contractor under this Agreement.

Option: Insurance

• Contractor shall maintain general liability insurance with minimum coverage of [Dollar Amount]. Contractor shall provide proof of insurance to Client.

13. Deliverable Approval

Client shall have [Number] days to review and approve deliverables submitted by Contractor.

Grounds for Rejection: [Specify Grounds for Rejection]

Revision Period: Contractor shall have [Number] days to revise rejected deliverables.

14. Non-Solicitation

Contractor agrees not to directly solicit Client's customers or employees for a period of [Number] years following the termination of this Agreement.

Exclusions: [Specify any exclusions to the non-solicitation clause].

15. Non-Compete

In California, non-compete agreements are generally void and unenforceable except as specifically allowed by law, such as in the sale of a business or limited exceptions for senior executives. This section should be carefully considered and tailored to the specific circumstances and in consultation with legal counsel.

Option A: Non-Compete Included (Proceed with extreme caution in California)

• During the term of this Agreement and for a period of [Number] years thereafter, Contractor shall not engage in any business that competes with Client's business within a [Distance] mile radius.

Option B: No Non-Compete

• This Agreement does not contain a non-compete clause.

16. Termination

Grounds for Termination:

• Either party may terminate this Agreement with [Number] days written notice.
• Client may terminate this Agreement immediately for cause, including but not limited to breach of contract, negligence, or misconduct.

Effects of Termination: Upon termination, Contractor shall:

• Return all Client property.
• Cease all work on the Services.
• Deliver all completed work product to Client.

Final Payment: Client shall pay Contractor for all Services performed up to the date of termination.

17. Dispute Resolution

Option A: Mediation

• Any dispute arising out of or relating to this Agreement shall be resolved through mandatory mediation in [City, State].

Option B: Arbitration

• Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in [City, State].

Option C: Litigation

• Any dispute arising out of or relating to this Agreement shall be resolved in the courts of [County, State].

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California.

18. Compliance with Laws

Contractor shall comply with all applicable federal, state, and local laws and regulations, including but not limited to labor laws, anti-discrimination laws, and wage and hour laws.

California Specific:

• Contractor acknowledges that Client is complying with California's recordkeeping, wage, sick leave, and insurance regulations as required by law.
• If Contractor handles personal data subject to the California Consumer Privacy Act (CCPA), Contractor shall comply with the CCPA.

19. Representations and Warranties

Contractor represents and warrants that they have the legal capacity to enter into this Agreement and to perform the Services.

Contractor represents and warrants that their performance of the Services will not violate any agreement with or obligation to any third party.

20. Conflict of Interest

Contractor shall disclose any potential conflicts of interest to Client.

Contractor shall notify Client of any new potential conflicts of interest that arise during the term of this Agreement.

21. Record Keeping and Audit

Contractor shall maintain accurate records of all Services performed and expenses incurred.

Client shall have the right to audit Contractor's records upon reasonable notice.

22. Notice

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, certified or registered, postage prepaid, addressed to the party at the address set forth above.

23. Assignment

Option A: No Assignment

• Neither party may assign this Agreement without the prior written consent of the other party.

Option B: Free Assignment by Client

• Client can assign this agreement to another party at any time. Contractor cannot assign this agreement.

24. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written, relating to the subject matter of this Agreement.

25. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

26. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

27. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by any event beyond its reasonable control, including but not limited to acts of God, war, terrorism, or government action.

28. California ABC Test Compliance (For Worker Classification)

Client and Contractor agree that this agreement is structured such that Contractor is classified as an independent contractor and not an employee of Client. This classification is based on the following criteria consistent with the California ABC test:

• (A) Contractor is free from the control and direction of the hiring entity in connection with the performance of the work, both under the contract for the performance of the work and in fact.
• (B) Contractor performs work that is outside the usual course of the hiring entity’s business.
• (C) Contractor is customarily engaged in an independently established trade, occupation, or business of the same nature as that involved in the work performed.

29. Statement of Contractor’s Right to Set Own Hours

The Contractor retains the right to determine their own hours of work and the schedule for completing the Services, subject to meeting the agreed-upon deadlines and milestones as specified in Section 3 of this Agreement.

30. Signature

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

____________________________

[Client Representative Name]

[Client Title]

[Date]

____________________________

[Contractor Name]

[Date]