For
Daniel Kowalski
This template is provided for general informational purposes only and does not constitute legal advice or a substitute for advice from a qualified lawyer. This document is based on a template originally authored by Penn Carey Law School and is used here with attribution, subject to its original terms of use.
This agreement (this “Agreement”) sets forth the terms and conditions whereby you (the “Contractor”) agree to provide certain services (as described in Schedule 1) to Beta, Inc., with offices located at 5 Park Avenue, a California LLC (the “Company”).
The Company hereby engages Contractor, and Contractor hereby accepts such engagement, as an independent contractor to provide certain services to the Company on the terms and conditions set forth in this Agreement.
Contractor will provide to the Company the services set forth in Schedule 1 (the “Services”). Contractor will perform such Services in a diligent and workmanlike manner and in accordance with the schedule, if any, set forth in Schedule 1.
The Company will not control the manner or means by which Contractor performs the Services, including but not limited to the time and place Contractor performs the Services. However, the Company may control the end result of the Services.
Unless otherwise set forth in Schedule 1, Contractor will furnish, at its own expense, the equipment, supplies, and other materials used to perform the Services.
[The Company will provide Contractor with access to its premises and equipment to the extent necessary for the performance of the Services.]
To the extent Contractor performs any Services on the Company’s premises or using the Company’s equipment, Contractor will comply with all applicable Company policies relating to business and office conduct, health and safety, and use of the Company’s facilities, supplies, information technology, equipment, networks, and other resources.
The term of this Agreement will commence on 25 December 2025 and will continue [for a period of [days/weeks/months] / until 24 December 2026 / until the [Services / Project Name] is/are completed], unless terminated earlier in accordance with Clause 10 (the “Term”). Any extension of the Term will be subject to mutual written agreement between the parties.
Option A – Fixed Fee
As full compensation for the Services and the rights granted to the Company in this Agreement, the Company will pay Contractor a fixed fee of Fixed Fee (the “Fees”), payable upon [completion of the Services to the Company’s satisfaction / the dates / achievement of the milestones]. Contractor acknowledges that it will receive an IRS Form 1099-MISC from the Company and will be solely responsible for all federal, state, and local taxes, as set out in Clause 4.2.
OR
Option B – Hourly Fee
As full compensation for the Services and the rights granted to the Company in this Agreement, the Company will pay Contractor $350 per hour for the term of the Agreement. Contractor will submit weekly invoices indicating the number of hours worked.
Option A – No Reimbursement
Contractor is solely responsible for any travel or other costs or expenses incurred in connection with the performance of the Services, and the Company will not reimburse any such costs or expenses.
OR
Option B – Reimbursement
The Company agrees to reimburse Contractor for all reasonable and documented travel and other costs or expenses incurred in connection with the performance of the Services in accordance with the Company’s general reimbursement policy. Expenses will not exceed $500 in the aggregate per week and must be approved in writing in advance.
Contractor is an independent contractor of the Company, and nothing in this Agreement creates any partnership, joint venture, employee, or agency relationship. Contractor has no authority to bind the Company or make representations on its behalf without prior written consent.
Contractor is not eligible for Company employee benefits. The Company will not withhold or pay any taxes or insurance contributions on Contractor’s behalf. Contractor will indemnify the Company against all such obligations. Any persons engaged by Contractor are solely Contractor’s responsibility.
The Services are specially ordered and commissioned by the Company. To the extent the Services include copyrightable materials or other intellectual property (collectively, “Intellectual Property Rights”), the Services constitute a “work made for hire” under 17 U.S.C. § 101. If any Deliverables do not qualify as a work made for hire, Contractor irrevocably assigns all right, title, and interest therein to the Company without additional consideration.
Contractor irrevocably waives, to the extent permitted by law, all moral rights in the Deliverables.
Contractor will promptly disclose to the Company any inventions or processes conceived during the Term and will not disclose such information to third parties without prior written consent.
Contractor appoints the Company as attorney-in-fact solely to perfect intellectual property rights if Contractor is unavailable to execute necessary documents.
Contractor retains ownership of pre-existing materials included in the Deliverables but grants the Company an irrevocable, worldwide, royalty-free license to use and sublicense them.
Except for pre-existing materials, Contractor retains no rights to use the Deliverables or the Company’s trademarks or branding.
Contractor will ensure all personnel execute agreements securing the Company’s rights under this Clause 5.
Contractor will not disclose any Company confidential or proprietary information and will notify the Company immediately of any unauthorized disclosure.
Disclosure may occur if required by law, provided advance notice is given to the Company where permitted.
Contractor represents and warrants that it has authority to enter this Agreement, that performance does not violate other agreements, that Services comply with law, and that Deliverables are original and non-infringing.
The Company represents that it has authority to enter this Agreement.
Contractor will indemnify the Company against losses arising from Contractor’s acts, omissions, or breach of this Agreement. The Company may offset indemnity amounts against payments owed.
Contractor will maintain adequate insurance coverage and name the Company as an additional insured. Certificates will be provided upon request.
The Company may terminate without cause on seven days’ notice or immediately for material breach.
Upon termination, Contractor will return all Deliverables and Company property and certify destruction of Confidential Information.
Clauses 4-8 and 12-13 survive termination.
Contractor may engage in other activities that do not conflict with the Company’s business and may not compete without prior written consent.
Contractor may not assign this Agreement without consent. The Company may freely assign.
Notices must be in writing and delivered by overnight courier and email.
This Agreement constitutes the entire agreement and may be amended only in writing.
California law governs. Exclusive venue lies in [venue] County, California.
Invalid provisions do not affect the remainder of the Agreement.
Contractor has read and understands this Agreement.
CONTRACTOR
COMPANY