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Back to Forms for 'Independent Contractors'.






This agreement is made effective as of _________ (month & day), _____ (year), by and between __________________________, Inc., of _____________________________ (address), and  ____________________, Inc., of ______________________ (address).



In this Agreement, the party who is contracting to receive services shall be referred to as "Company", and the party who will be providing the services shall be referred to as "Contractor".


______________ (company) desires to have services provided by Contractor.


Therefore, the parties agree as follows:


1.    DESCRIPTION OF SERVICES.  Beginning immediately, Contractor will provide the following services, (collectively the "Services"):  _____________________ (contractors name), will develop the contents for a ___________________ (type service) called ___________________________ (name / type service).  Each month, Contractor will submit a diskette created with _____________ products following the format prescribed by ________________ (company), along with a hard copy of any and all documents submitted.


Contractor will develop the contents according to the specifications below for each of the following products.  Instruction and example files outlined below will be developed for a new and existing business version of each of the above type products.


Contractor will produce a high quality of content instructions and examples comparable to those instructions and examples contained in _________________ (company) current ___________________ (name / type service / product) application.  Contractor will create instructions and example text for the sections listed in Appendix A of this contract labeled "__________________________________", (name / type service / product) (chapter names appear in parentheses).  Contractor will create example tables and template tables for the sections noted with an - "*".  Template tables will contain links where appropriate between tables in order to establish automatic calculation and numeric insertion of relevant data between tables.


Contractor will create examples according to the consistent  use of a hypothetical company for each different type ______________________ (name / type service / product) produced.  Thus, each example file within a particular type _______________ (name / type service / product) will represent the file for that section from a complete sample created for a single company.  Contractor will, upon the completion of the project, deliver to __________________________ (company) a complete sample application for each of the types ____________________ (name / type service / product) Contractor may use the same example business for a single type ___________ (name / type service / product) for both new and existing versions, provided that all example files and other relevant considerations are modified in tense to reflect the new or existing status of the business.


Contractor will submit updated material, consisting of revised files from the original product using ___________, to reflect changes and improvements in widely accepted material.  Timing of revisions shall be at the discretion of the contractor, but a new set of updated files should be submitted at least every six months.  The first set of revised files shall be submitted six months after the date of submission of material for Phase IV of the project.


2.    PERFORMANCE OF SERVICES.  The manner in which the Services are to be performed and the specific hours to be worked by Contractor shall be determined by Contractor.  _______________ (company) will rely on Contractor to work as many hours as may be reasonably necessary to fulfill Contractors obligations under this Agreement.


3.    PAYMENT.  __________________ (company) will pay a fee to Contractor of ___________ (amount) ($______), for the total project payable per the following schedule:


          >      $__________ within ____ days of submission of phase I of this project as            specified in Appendix B of this document.


          >      $__________ within ____ days of submission of phase II of this project as           specified in Appendix B of this document.


         >      $__________ within ____ days of submission of phase III of this project as         specified in Appendix B of this document.


         >      $__________ within ____ days of submission of phase IV of this project as         specified in Appendix B of this document.


Additionally, _________________ (company) will award a bonus of _____________ (amount) ($_________) to Contractor if final material for phase IV is submitted on or before _______________ (date), and agrees to compensate contractor with ________ (___) units of the final product upon completion of the products manufacturing.


4.    COMMISSION PAYMENTS.  In addition to the payments under the preceding paragraph, ________________ (company) will make commission payments to Contractor based on a percentage of _____ percent.  For the purpose of this Agreement, _____% means ______ percent of the total net sales (gross sales prices, less returns, allowances, and discounts of each sale during the previous calendar quarter.).  These payments shall be due within ___ days of the close of the previous calendar quarter.  The payments shall continue as long as the product is being distributed and sold by ______________ (company).  ________________ (company) may purchase Contractors interest in _______________ (company) for the single full payment of $_________________ on or after one year from the date which the product is first shipped, or immediately upon sale of ________ percent or more of the company's outstanding shares to an independent third party or parties.  Net sales is equal to gross sales less returns and allowances and discounts.  This calculation will be performed by a Certified Public Accountant, licensed in the State of ________________, and chosen by _________________ (company).  _________________ (company) shall deliver written certification of the calculations upon request of Contractor within ____ (___) working days of said request.  These commission payments shall continue as long as Contractor continues to fulfill its obligations under the updated product requirements.


5.    LATE PAYMENTS.  Payments for the project are due on the dates specified.  Late payment charges will be assessed beginning the date after payment is due.  Late charges shall be calculated using a ______ percent annual percentage rate applied to the outstanding balance, and shall be compounded daily.  _________________ (company) agrees to pay all costs and fees incurred by the contractor in collecting delinquent commission payments and payments for the project.


6.    TERM/TERMINATION.  This Agreement shall terminate automatically upon completion by Contractor of the Services required by this Agreement.


7.    RELATIONSHIP OF PARTIES.  It is understood by the parties that Contractor is an independent Contractor with respect to _________________ (company), and not an employee of _________________ (company).  _________________ (company) will not provide fringe benefits, including health insurance, paid vacation, or any other employee benefits, for the Contractor.


8.    ASSIGNMENT.  Contractor's obligations under this Agreement may not be assigned or transferred to another person, firm, or corporation at any time without prior written consent of _________________ (company).


9.    RETURN OF RECORDS.  Upon termination of this Agreement, Contractor shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in the Contractors control and are _________________ (company) property or relate to _________________'s (company) business.


10.    NOTICES.  All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:





_________________________ (name)

_________________________ (title)

_________________________ (address)






_________________________ (name)

_________________________ (title)

_________________________ (address)




Addresses may be changed from time to time by either party by providing written notice to the other in the manner set forth above.


11.    ENTIRE AGREEMENT.  This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement oral or written.  This Agreement supersedes any prior written or oral agreements between the parties.


12.    AMENDMENT.  This Agreement may be modified or amended, provided, the amendment is made in writing and is signed by both parties.


13.    PRODUCT OWNERSHIP.  The Contractor acknowledges that the product developed for _______________ (company) under their agreement is a valuable, special and unique asset of _________________ (company).  The Contractor shall not, during or after the term of this Agreement, disclose this intent or any part thereof to any person, firm, corporation, association or other entity for any reason or purpose whatsoever.  In the event of a breach or threatened breach by the Contractor of the provisions of this paragraph, _________________ (company) shall be entitled to an injunction restraining the Contractor from disclosing, in whole or in part, the product or from rendering any services to any person, firm, corporation, association, or other entity to whom such intent, in whole or in part, has been disclosed or is threatened to be disclosed.  Nothing herein shall be construed as prohibiting _________________ (company) from pursuing any other remedies available to _________________ (company) for such breach or threatened breach, including the recovery of damages from the Contractor.


14.    SEVERABILITY.  Should any provision of this Agreement prove to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable.  Should a court find any provision of this Agreement invalid or unenforceable, said provision shall be deemed to be written, construed, and enforceable as so limited.


15.    WAIVER OF CONTRACTUAL RIGHT.  The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.


16.    APPLICABLE LAW.  This Agreement shall be governed by the laws of the State of ________________________.


17.    NON COMPETITION.    The Contractor shall not for a set period of __________ (___) years from the date of termination of this agreement with _________________ (company) request any customers of any business then being conducted or contemplated by _________________ (company) or its affiliates to curtail or cancel their business with _________________ (company) or its affiliates.  Contractor agrees during that same period of time, not to develop similar products for use in any other medium published for resale.  Specifically, contractor shall not, during this period of time, publish, or otherwise assist in the publishing of, material designed to assist entities acquire financing for business purposes.


18.    ENTIRE AGREEMENT  This agreement contains the entire understanding of the parties.  It may not be changed orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change, modification, extension or discharge is sought.



______________________________ (Company)


By: ______________________________

      (name & date)



_______________________________ (Contractor)


By: ______________________________

      (name & date)




Chapter & Section List


(Note: Smart Business System recommends a full page for Appendix B.  Abbreviated here to conserve space.)



Project Timetable


(Note: Smart Business System recommends a full page for Appendix B.  Abbreviated here to conserve space.)

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