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
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?
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).
5) Does this provider offer his/her services to the public in general?
Do they have other clients, besides [ORGANIZATION’S NAME]?
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]
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
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?
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
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
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]
You must review ALL THE PROVISIONS 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]
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]. ([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(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
[ORGANIZATION’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
the credit of [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]
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. Insurance
[ORGANIZATION’S NAME] shall not be liable for any acts or omissions of the
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
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]
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 connection with this Agreement is Contractor’s original
[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 [ORGANIZATION’S NAME]'s
rights in the Work Product. Upon the termination of this Agreement, Contractor agrees
to deliver promptly to [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 [ORGANIZATION’S NAME]
shall be submitted by Contractor to any other party or entity for inclusion in any
copyright, or for any other use not expressly approved by [ORGANIZATION’S NAME] in
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]
[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. Assignment
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
9. Non-Solicitation
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 NAME] and (b)
[ORGANIZATION’S NAME] agrees not to hire any personnel furnished by Contractor
hereunder, without express written consent of the Contractor.
10. Conflict of Interest
Contractor undertakes that during the term of this Contract, Contractor shall at all times
keep [ORGANIZATION’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. Indemnification
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. Confidentiality
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]
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. Term
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. Termination
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]
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. Anticorruption
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 – 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 antibribery 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
services, the Party shall immediately notify the other.
18. Data Privacy
19. Severability
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. Acknowledgement
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]
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
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. Headings
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
24. Survival
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. Notices
[ORGANIZATION’S NAME] Independent Contractor Agreement – Last update: [MONTH, YEAR]
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:
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
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of
the day and year set forth below.
Date: _____________________________
Date: _____________________________
Signature: _________________________
Signature: _________________________
Name: ____________________________
Name: ____________________________
Title: _____________________________
Title: _____________________________
[ORGANIZATION’S NAME] Independent Contractor Agreement – Last update: [MONTH, YEAR]
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
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
10% of Fee
From 14 days to 5 days
50% of Fee
From 4 days to 0 days
75% of Fee
Date: _____________________________
Date: _____________________________
Signature: _________________________
Signature: _________________________
Name: ____________________________
Name: ____________________________
Title: _____________________________
Title: _____________________________
[ORGANIZATION’S NAME] Independent Contractor Agreement – Last update: [MONTH, YEAR]
[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]
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