In order to facilitate your work and expedite the process to contract service providers (independent contractor), the Office of General Counsel (OGC) created a Q&A that will allow [ORGANIZATION’S NAME]’s attorneys to generate a first draft of the agreement.

The questions are simple and, if you have all the information available, should not take more than 15 minutes to be responded.

If the service provider sent you a proposal, you don’t need to copy the information to the Q&A. You can simply indicate where the information can be found.

To ensure that the time spent between submission and execution of the contract is reduced, please make sure to follow these instructions closely, review questions thoroughly and contact the OGC in case you need any additional clarification.

Step 1: Answer Q&A

Complete the entire questionnaire below to the best of your ability. I. Provider: 1) What is the name and contact information (address, phone and fax number) of the provider? 2) What is the name and email address of the person that will sign the agreement on behalf of the provider? 3) Is the provider a company or an individual? 3.1) If a company, what type of company (e.g. LLC, LLP, Inc., non-profit)? 4) Please confirm if the provider carries professional ( [ORGANIZATION’S NAME] may require proof of insurance). liability insurance 5) Does this provider offer his/her services to the public in general? 5.1) Do they have other clients, besides [ORGANIZATION’S NAME]? 5.2) 5.3) 5.4) Do they have a business card? Do they have a website? Was this provider a former [ORGANIZATION’S NAME] employee, if so, how long ago? II. Services: 1) Please provide a description of the services with start and end date and a schedule of deliverables. [ORGANIZATION’S NAME] Independent Contractor Agreement – Last update: [MONTH, YEAR] 1

2) Where will the services be provided (city and state)? This is typically where the provider is located if service will be provided remotely. 3) Will provider be creating services that may be subject to copyright laws? 4) Will provider have access to sensitive information, such as employee or member records? 4.1) Do you believe [ORGANIZATION’S NAME] needs a data privacy/data protection provision (final decision will be made the OGC)? 5) If the parties cancel the agreement before its end date, what damages do you anticipate that [ORGANIZATION’S NAME] would suffer? 5.1) Are they easily measurable? III. Payment: 1) Please provide the fees and other amounts that will be paid to provider. Please provide the total amount for this contract, per [ORGANIZATION’S NAME]’s Contract Policy. 2) Please provide a description of how payment will be made. Please indicate how the invoice should be submitted (e.g. monthly or after the completion of services) and how they should be paid (e.g. 30 days after receiving it). IV. General 1) When do you anticipate that the agreement will be signed? 2) Are you planning on having this provider working for [ORGANIZATION’S NAME] in different projects or is this just a one-time engagement? 3) Which [ORGANIZATION’S NAME] staff will be the manager of the contract? 4) Which [ORGANIZATION’S NAME] staff will sign the agreement? Make sure to check signature authority in [ORGANIZATION’S NAME]’s Contract Policy. 5) Is there any additional information that the OGC should consider while drafting the agreement?

Step 2 – Submission and review of first draft

After completing the Q&A above, please add the file with any supporting documentation (such as vendor proposal) to the OCG form in the intranet. Counsel will review the information provided and send you a first draft of the agreement. [ORGANIZATION’S NAME] Independent Contractor Agreement – Last update: [MONTH, YEAR] 2

You must review


of the first draft of the agreement and let the [ORGANIZATION’S NAME] counsel know if there is any language that is contradictory with what was agreed with the provider or if there is any business information missing. Also please note if there is any provision that you believe does not make sense in this particular agreement due to its particular circumstances. No change to the document should be made and sent to the other party without approval from counsel. In case you have any questions, comments or suggestions of edits, please let counsel know.

Step 3 – Review of provider’s comments

If you receive the document back from the provider with edits, questions or comments, please make sure that you

review them thoroughly

before forwarding to counsel. Frequently changes are related to business conditions and not legal provisions.

Step 4 – Completion of the agreement

Follow the Contract Review Policy until the contract is fully executed and uploaded to the [ORGANIZATION’S NAME] contract management system.

[ORGANIZATION’S NAME] Independent Contractor Agreement – Last update: [MONTH, YEAR] 3


This agreement (“Agreement”) is entered into as of [month, day, year], by and between the Association of Corporate Counsel (“[ORGANIZATION’S NAME]”), having its principal place of business at 1001 G Street, NW, Suite 300W, Washington, D.C., 20001, a nonprofit corporation exempt from federal income tax under Internal Revenue Code 501(c)(6), and [name of the company or individual] ("Contractor"), a [qualify the contractor], having its principal place of business at [address of the company or individual]. ( follows: [ORGANIZATION’S NAME] and Contractor individually shall be referenced herein as a “Party” and collectively as the “Parties”). The Parties hereto agree as 1.

Services Provided by Contractor

Contractor agrees to provide [ORGANIZATION’S NAME] certain services as described in the Scope of Work execution. (s) (“SOW(s)”), numbered 1 onwards and attached hereto, of each specific project. Each SOW should be signed by [ORGANIZATION’S NAME] and Contractor and their terms shall be incorporated herein by this reference upon Contractor agrees that, at all times, it faithfully, industriously and, to the best of its skill, ability, experience and talents, will discharge its tasks and functions hereunder. 2.

Authority of Contractor

Contractor has no authority to and will not bind or commit [ORGANIZATION’S NAME] to any contract or make any representations or warranties in the name of, or behalf of [ORGANIZATION’S NAME] in any respect whatsoever without the prior approval of [ORGANIZAT the credit of ION’S NAME]. Contractor shall not incur any liability on behalf of, or commence any legal proceedings in the name of, or on behalf of, or in any way pledge [ORGANIZATION’S NAME] without [ORGANIZATION’S NAME] prior written approval. 3.

Relationship of Parties

Contractor enters into this Agreement as, and shall continue to be, an independent contractor. Contractor shall act in accordance with this status and shall not, nor shall Contractor’s employees (if any), hold Contractor or the employee out as an officer or employee of [ORGANIZATION’S NAME], nor shall Contractor make any claim based on any right or privilege applicable to [ORGANIZATION’S NAME]’s employees. Under no circumstances shall Contractor or Contractor’s employees or agents look to [ORGANIZATION’S NAME] as their employer, or as a partner, agent, or principal. Contractor and Contractor’s employees or agents shall not be entitled to, nor shall they make any claim for, any benefits accorded to [ORGANIZATION’S NAME]’s employees including worker’s compensation, disability insurance, stock options, pension benefits, vacation or sick pay. Contractor shall be responsible for providing, at Contractor’s expense, and in Contractor’s name, any required disability, worker’s compensation or [ORGANIZATION’S NAME] Independent Contractor Agreement – Last update: [MONTH, YEAR] 4

other insurance as well as licenses and permits usual or necessary for performing the services provided for under this Agreement, and Contractor shall supply to [ORGANIZATION’S NAME] satisfactory proof of same on demand. Contractor shall be directly responsible for all costs of self-employment, including federal, state and local income tax payments for Contractor and any of Contractor’s employees providing services to [ORGANIZATION’S NAME], as well as any foreign tax payments. Contractor also shall be directly responsible for all returns and reports required by any governmental body, including charges or premiums for F.I.C.A., workers compensation insurance, unemployment insurance and other taxes (including penalties and interest). Contractor shall provide [ORGANIZATION’S NAME] with proof of such payment and/or filing on demand. Contractor shall apply for and acquire all federal, state or local tax numbers or approvals required for Contractor to operate such business and to collect and remit sales taxes as required. Contractor shall also apply for and obtain an employer tax identification number from the Internal Revenue Service. 4.


[ORGANIZATION’S NAME] shall not be liable for any acts or omissions of the Contractor. The Contractor shall maintain in force and at its own cost during the term of this Agreement and for a period of 12 months following its termination, such full and comprehensive insurance policies with reputable insurers as would be taken out by a reasonable and prudent person performing the obligations of the Contractor under this Agreement. The Contractor shall comply with all terms and conditions of the insurance policies and shall upon request supply to [ORGANIZATION’S NAME] copies of such insurance policies and evidence that the relevant premiums have been paid. The Contractor shall notify [ORGANIZATION’S NAME] immediately if cover under the insurance policies lapses or changes in any material way or if the Contractor is aware of any reason why this may be so. 5.

Equipment, Materials and Reimbursement of Expenses

Contractor shall furnish all equipment, materials and labor used to perform the services. Contractor shall pay all ordinary and necessary expenses arising from its performance of the services. [ORGANIZATION’S NAME] shall reimburse Contractor for travel, lodging, meals, and other prior approved out-of-pocket expenses incurred or paid by Contractor in connection with, or related to, the performance of its services under this Agreement. All other expenditures shall be the sole responsibility of the Contractor. Contractor shall submit to the [ORGANIZATION’S NAME] with each invoice an itemized statement, in a form satisfactory to the [ORGANIZATION’S NAME], of such expenses incurred in the [ORGANIZATION’S NAME] Independent Contractor Agreement – Last update: [MONTH, YEAR] 5

previous period together with their receipts. [ORGANIZATION’S NAME] shall pay to the Contractor amounts shown on each such statement within 30 days after receipt thereof. 6.

Intellectual Property Rights

Contractor represents and warrants to [ORGANIZATION’S NAME] that all work and research done by Contractor in con nection with this Agreement is Contractor’s original work. [During the course of performing the services, Contractor, its directors, officers, employees, or other representatives may, independently or in conjunction with [ORGANIZATION’S NAME], develop information, produce work product, or achieve other results for [ORGANIZATION’S NAME] in connection with this Agreement and its SOW(s). Contractor agrees that such information, work product, and other results, systems and information developed by Contractor and/or [ORGANIZATION’S NAME] in connection with this Agreement and its SOW(s) (hereinafter referred to collectively as the "Work Product") shall, to the extent permitted by law, be a “work for hire” as defined in the United States Copyright Act, and shall remain the sole and exclusive property of [ORGANIZATION’S NAME]. To the extent any Work Product is not deemed to be a work for hire within the definition of the United States Copyright Act, Contractor, with effect from creation of any and all Work Product, hereby irrevocably assigns, and agrees to assign, to [ORGANIZATION’S NAME] all right, title and interest in and to such Work Product, including but not limited to copyright, all rights subsumed thereunder, and all other intellectual property rights, including all extensions and renewals thereof, including all copyrights, as well as renewals and extensions, without any additional consideration set forth in this Agreement Including all copyrights, as well as renewals and extensions, without any additional consideration set forth in this Agreement. [ORGANIZATION’S NAME] shall own, in its entirety any copyright in perpetuity. Contractor further agrees to provide all assistance reasonably requested by [ORGANIZATION’S NAME], both during and subsequent to the term of this Agreement, in the establishment, preservation and enforcement of to deliver promptly to modifications.] [ORGANIZATION’S NAME]'s rights in the Work Product. Upon the termination of this Agreement, Contractor agrees [ORGANIZATION’S NAME] all printed, electronic, audio-visual, and other tangible manifestations of the Work Product, including all originals and copies thereof. Contractor also agrees to waive any and all moral rights relating to the Work Product, including but not limited to, any and all rights of identification of authorship and any and all rights of approval, restriction or limitation on use, and subsequent Contractor agrees that no part of the materials prepared for copyright, or for any other use not expressly approved by [ORGANIZATION’S NAME] shall be submitted by Contractor to any other party or entity for inclusion in any [ORGANIZATION’S NAME] in writing. 7.

Fees and Payment

The fee to be paid to Contractor in consideration of services hereunder shall be specified in the SOW. [ORGANIZATION’S NAME] Independent Contractor Agreement – Last update: [MONTH, YEAR] 6

[Contractor shall submit its invoice to [ORGANIZATION’S NAME] one week after all services listed in the SOW are completed.] [ORGANIZATION’S NAME] shall pay the undisputed amount with in thirty (30) days after receipt of the invoice. 8.


Contractor understands that it has been retained based upon Contractor’s particular expertise and that absent [ORGANIZATION’S NAME]’s prior written permission, Contractor shall not assign or subcontract any portion of the work to be performed hereunder to a third party, without the prior written consent of the [ORGANIZATION’S NAME]. 9.


During the term of this Agreement and for a period of one (1) year after the termination hereof, (a) Contractor agrees not to hire or attempt to hire any employee, contractor, sub-contractor or other agent of [ORGANIZATION’S hereunder, without express written consent of the Contractor. NAME] and (b) [ORGANIZATION’S NAME] agrees not to hire any personnel furnished by Contractor 10.

Conflict of Interest

Contractor undertakes that during the term of this Contract, Contractor shall at all times keep [ORGANIZA TION’S NAME] fully informed of any and all other actual or potential undertakings, business activities or interests of the Contractor which could give rise to a direct or indirect conflict of interest with the interests of [ORGANIZATION’S NAME]. 11.


To the extent permitted by law, each Party ( “Indemnifying Party”) will defend, indemnify, and hold the other Party ( “Indemnified Party”) and its parent, subsidiaries, directors, officers, agents, representatives, and employees harmless from all claims, losses, and liabilities (including reasonable attorneys’ fees) caused by Indemnifying Party’s breach of this Agreement or the negligence, gross negligence, or willful misconduct of Indemnifying Party or Indemnifying Party’s officers, employees, or authorized agents in the discharge of those duties and responsibilities, except to the extent that such liability is due to the negligence or willful misconduct of Indemnified Party or its officers, directors, agents or employees. 12.


The Parties acknowledge that, in order to perform the services under this Agreement, Contractor may have access to confidential or proprietary information from [ORGANIZATION’S NAME] and from former or current [ORGANIZATION’S NAME] members and sponsors (collectively, the “Confidential Information”). The Contractor shall hold in confidence and shall not disclose the Confidential Information to any person outside of its organization other than its professional advisors. The Contractor [ORGANIZATION’S NAME] Independent Contractor Agreement – Last update: [MONTH, YEAR] 7

shall use Confidential Information only for the purpose for which it was disclosed by [ORGANIZATION’S NAME] to Contractor and Contractor shall not use or exploit such Confidential Information for its own benefit or the benefit of another. The Contractor may disclose Confidential Information it receives only to persons within its organization or its professional advisors, who have been advised of the confidentiality, have a need to know the Confidential Information in the course of performing their duties connected to the implementation of this Agreement, and who are bound to protect the confidentiality of such Confidential Information. 13.


This Agreement shall remain valid until one of the Parties terminates the Agreement, pursuant Section 15. Termination. The duration of this Agreement shall be independent from the duration specified in each SOW, appended to this Agreement, which shall each govern the duration of the services referred to in the related SOW. 14.

Waiver, Amendment or Modification

Any waiver, amendment or modification of any provisions of this Agreement or any right, power or remedy hereunder shall not be effective unless made in writing and signed by the Parties. No failure or delay by either Party in exercising any right, power, or remedy with respect to any of its rights under this Agreement shall (i) affect in any way the right to require full performance any time thereafter, or (ii) operate as a waiver of any right, power, or remedy regarding any past, present or succeeding breach of the same or of any other provisions or constitute a waiver of the provision itself. 15.


Either Party may terminate this Agreement at any time by giving 30 (thirty) days written notice of termination to the other Party. When the Agreement is terminated, all SOW(s), for which some or all obligations have not yet been completed, will be considered terminated. But if an SOW is terminated, this Agreement remains valid, unless specifically noted otherwise. [If either Party decides to terminate the Agreement before the services listed a SOW signed by both Parties are completed, it shall pay in liquidated damages the amounts stipulated in the particular SOW.] Provided that the one Party timely notifies the other of the termination [and timely pays the liquidated damages indicated in the SOW,] the Parties agree not to seek additional damages from each other relating to the termination. 16.

Force Majeure

[ORGANIZATION’S NAME] Independent Contractor Agreement – Last update: [MONTH, YEAR] 8

No Party shall be liable for any delay or failure in performance due to events outside the defaulting Party's reasonable control, including without limitation acts of God, earthquake, labor disputes, shortages of supplies, riots, war, acts of terrorism, fire, epidemics, or delays of common carriers government regulations, disaster, strikes (except those involving the employees or agents of the Party seeking the protection of this clause) or other circumstances beyond its reasonable control. The obligations and rights of the excused Party shall be extended on a day-to-day basis for the time period equal to the period of the excusable delay. 17.


The Parties represent and warrant that it will not make any payments of money nor will permit anything of value to be offered, promised, or paid services, the Party shall immediately notify the other. – directly or indirectly – to any official political party, party official or candidate or political office to induce such officials to use their influence with a government or instrumentally to obtain an improper business advantage individually or for both of the Parties. Further both Parties represent and warrant that understand and will comply with requirements of all applicable anti bribery and anticorruption laws. If one of the Parties should ever become concerned that a possible violation of any of the above requirements may have occurred, whether by one of their representatives, a third-party representative or contractor providing 18.

Data Privacy



If any term or provision of this Agreement is determined to be, to any extent, illegal, invalid or unenforceable in arbitration or by a court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and all other terms and provisions of this Agreement shall be valid and enforceable to the fullest extent permitted by law. 20.


Each Party acknowledges that: a) it had the opportunity to receive independent legal advice from its own lawyer(s) with respect to the terms of this Agreement before its execution; b) it has read this Agreement, understands it, and agrees to be bound by its terms and conditions; and c) it has received a copy of this Agreement. 21.

Compliance With Laws

[ORGANIZATION’S NAME] Independent Contractor Agreement – Last update: [MONTH, YEAR] 9

Contractor shall, at its own expense, comply with all applicable laws, rules and regulations in connection with its performance of the Services, including without limitation all export control and related regulations and the Foreign Corrupt Practices Act. 22.

Counterparts and Electronic Delivery

This Agreement may be executed and delivered by the Parties in one or more counterparts, each of which will be an original, and each of which may be delivered by facsimile, e-mail or other functionally equivalent electronic means of transmission, and those counterparts will together constitute one and the same instrument. 23.


The headings of the several sections are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation of this Agreement. 24.


Any provision of this Agreement that imposes an obligation after termination or expiration of this Agreement shall survive the termination or expiration of this Agreement and be binding on the Parties. 25.

Governing Law

It is the intention of the Parties hereto that this Agreement shall be construed and enforced in accordance with the laws of the [STATE]. 26.

Dispute Resolution

Any disputes arising out of this Agreement or the provision of services, under this Agreement shall be resolved by binding arbitration in the District of Columbia by a single arbitrator under the Commercial Arbitration Rules of the American Arbitration Association. The award shall be enforceable in any court located in the [STATE] of suitable jurisdiction. 27.

Attorneys' Fees

If any Party to this Agreement brings an action to enforce its rights under this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including without limitation, reasonable attorneys fees, incurred in connection with such action, including any appeal of such action. 28.


[ORGANIZATION’S NAME] Independent Contractor Agreement – Last update: [MONTH, YEAR] 10

All notices (“Notices”) required to be given hereunder shall be given in writing and Notice shall be deemed given on the date of delivery thereof. Notices required thereunder or law shall be sufficient if delivered to: [ORGANIZATION’S NAME] Contractor 1001 G Street, NW, Suite 300W Washington, D.C. 20001 Attn: [ ORGANIZATION’S staff name] [ ORGANIZATION’S staff job title] Email: [email address] Tel: 202-293-4103 Fax: 202-293-4701 [address of the contactor] [city, state] Attn: [name of contactor] [position of contactor] Email: [email address] Tel: [telephone number] Fax: [fax number] 29.

Entire Agreement

This Agreement, including the SOW(s) attached hereto and incorporated herein by this reference, between [ORGANIZATION’S NAME] and Contractor constitutes the entire agreement between the Parties in connection with the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written, of the Parties, and there are no warranties, representations and/or agreements among the Parties in conjunction with the subject matter hereof except as specifically set forth or referred to herein. 30.

Binding Agreement

This Agreement is firm and non-cancelable, except as expressly provided for in this Agreement. ****************************************************************************** IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the day and year set forth below.


Date: _____________________________ Signature: _________________________ Name: ____________________________ Title: _____________________________


Date: _____________________________ Signature: _________________________ Name: ____________________________ Title: _____________________________ [ORGANIZATION’S NAME] Independent Contractor Agreement – Last update: [MONTH, YEAR] 11

Exhibit 1 Scope of Work (SOW) The terms of this Statement of Work (“SOW”) are governed by the Independent Contractor Agreement (Agreement) by and between the [ORGANIZATION’S NAME] and [name of the company] ("Contractor"), dated as of [month, day, year]. In the event of any ambiguity between the terms of this SOW and the terms of the Agreement, the terms of the Agreement shall prevail. Date of Scope of Work: [date of this SOW] Name of [ ORGANIZATION’S NAME] Project Manager: [name], [title] ([email and phone]) Description of Services to be Provided:  [list of services]  [list of services]  [list of services] Schedule of Deliverables (including Dates): [describe deliverables]. Description of Fees: [describe fees]. Liquidated Damages: If either Party decides to terminate the Agreement or this SOW, according to the terms of Section 15 of the Agreement, before the services listed in this SOW are completed, it shall pay in liquidated damages and not penalty the amounts listed below:

Date of Termination (

prior to the beginning of the program)


(equivalent of the total Compensation) Date of execution of SOW to 30 days 0% of Fee From 29 days to 15 days From 14 days to 5 days From 4 days to 0 days


Date: _____________________________ Signature: _________________________ Name: ____________________________ Title: _____________________________ 10% of Fee 50% of Fee 75% of Fee


Date: _____________________________ Signature: _________________________ Name: ____________________________ Title: _____________________________ [ORGANIZATION’S NAME] Independent Contractor Agreement – Last update: [MONTH, YEAR] 12

[address of the ORGANIZATION] [city, state, zip code] Tel: [telephone number] Fax: [fax number] [address of the company] [city, state, zip code] Tel: [telephone number] Fax: [fax number] [ORGANIZATION’S NAME] Independent Contractor Agreement – Last update: [MONTH, YEAR] 13