[{"data":1,"prerenderedAt":527},["ShallowReactive",2],{"document-exclusive-contractor-agreement-D12807":3},{"document":4,"label":20,"preview":11,"thumb":21,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":22,"breadcrumb":26,"related":34,"customDescModule":174,"customdescription":6,"mdFm":175,"mdProseHtml":526},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"EXCLUSIVE CONTRACTOR AGREEMENT This Exclusive Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is to exclusively work with the Company for the time agreed upon. Company desires to exclusively engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. Independent Contractor understands that any breach of this provision, or that of any other Confidentiality and Non-Disclosure Agreement, is a material breach of this Agreement",null,"Exclusive Contractor Agreement","6",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/exclusive-contractor-agreement-D12807.png","https://templates.business-in-a-box.com/imgs/250px/12807.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12807.xml",{"title":15,"description":6},"exclusive contractor agreement",[17],{"label":18,"url":19},"Consultant & Contractors","/templates/consulting-contractor-business/","Exclusive Contractor Agreement Template","https://templates.business-in-a-box.com/imgs/400px/12807.png",[23,17],{"label":24,"url":25},"Templates","/templates/",[27,28,31],{"label":24,"url":25},{"label":29,"url":30},"Legal Agreements","/templates/business-legal-agreements/",{"label":32,"url":33},"Employment & Contractors","/templates/employment-and-contractors/",[35,39,43,47,51,55,59,63,67,71,75,79,83,100,114,132,147,159],{"label":36,"url":37,"thumb":38,"extension":10},"Independent Contractor Agreement","/template/independent-contractor-agreement-D160","https://templates.business-in-a-box.com/imgs/250px/160.png",{"label":40,"url":41,"thumb":42,"extension":10},"Agreement Between Owner and Contractor","/template/agreement-between-owner-and-contractor-D142","https://templates.business-in-a-box.com/imgs/250px/142.png",{"label":44,"url":45,"thumb":46,"extension":10},"Exclusive Management Agreement","/template/exclusive-management-agreement-D12826","https://templates.business-in-a-box.com/imgs/250px/12826.png",{"label":48,"url":49,"thumb":50,"extension":10},"Exclusive Commission Agreement","/template/exclusive-commission-agreement-D12825","https://templates.business-in-a-box.com/imgs/250px/12825.png",{"label":52,"url":53,"thumb":54,"extension":10},"Exclusive Lease Agreement","/template/exclusive-lease-agreement-D12808","https://templates.business-in-a-box.com/imgs/250px/12808.png",{"label":56,"url":57,"thumb":58,"extension":10},"Exclusive Partnership Agreement","/template/exclusive-partnership-agreement-D12809","https://templates.business-in-a-box.com/imgs/250px/12809.png",{"label":60,"url":61,"thumb":62,"extension":10},"Exclusive Supply Agreement","/template/exclusive-supply-agreement-D13420","https://templates.business-in-a-box.com/imgs/250px/13420.png",{"label":64,"url":65,"thumb":66,"extension":10},"Exclusive Negotiation Agreement","/template/exclusive-negotiation-agreement-D12827","https://templates.business-in-a-box.com/imgs/250px/12827.png",{"label":68,"url":69,"thumb":70,"extension":10},"Exclusive Distribution Agreement","/template/exclusive-distribution-agreement-D1240","https://templates.business-in-a-box.com/imgs/250px/1240.png",{"label":72,"url":73,"thumb":74,"extension":10},"Exclusive Sales Agreement","/template/exclusive-sales-agreement-D12810","https://templates.business-in-a-box.com/imgs/250px/12810.png",{"label":76,"url":77,"thumb":78,"extension":10},"Non Exclusive Distribution Agreement","/template/non-exclusive-distribution-agreement-D12744","https://templates.business-in-a-box.com/imgs/250px/12744.png",{"label":80,"url":81,"thumb":82,"extension":10},"Non-Exclusive Teaming Agreement","/template/non-exclusive-teaming-agreement-D12836","https://templates.business-in-a-box.com/imgs/250px/12836.png",{"description":84,"descriptionCustom":6,"label":85,"pages":86,"size":9,"extension":10,"preview":87,"thumb":88,"svgFrame":89,"seoMetadata":90,"parents":92,"keywords":98,"url":99},"CONSULTING AGREEMENT This Consulting Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CONSULTANT NAME] (the \"Consultant\"), an individual with his main address located at OR a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] In the event of a conflict in the provisions of any attachments hereto and the provisions set forth in this Agreement, the provisions of such attachments shall govern. In consideration of the foregoing and of the mutual promises set forth herein, and intending to be legally bound, the parties hereto agree as follows: RECITALS Consultant has expertise in the area of the Company's business and is willing to provide consulting services to the Company. The Company is willing to engage Consultant as an independent contractor, and not as an employee, on the terms and conditions set forth herein. The Company desires to obtain the services of Consultant by means of services provided by Consultant's employees dispatched by Consultant to provide services to Company hereunder (\"Agents\"), on its own behalf and on behalf of all existing and future Affiliated Companies (defined as any corporation or other business entity or entities that directly or indirectly controls, is controlled by, or is under common control with the Company), and Consultant desires to provide consulting services to the Company upon the following terms and conditions. The Company has spent significant time, effort, and money to develop certain Proprietary Information (as defined below), which the Company considers vital to its business and goodwill. The Proprietary Information will necessarily be communicated to or acquired by Consultant and its Agents in the course of providing consulting services to the Company, and the Company desires to obtain the services of Consultant, only if, in doing so, it can protect its Proprietary Information and goodwill. SERVICES Consultant agrees to perform for Company the services listed in the Scope of Services section in Exhibit A, attached hereto and executed by both Company and Consultant. Such services are hereinafter referred to as \"Services.\" Company agrees that consultant shall have ready access to Company's staff and resources as necessary to perform the Consultant's services provided for by this contract. CONSULTING PERIOD Basic Term The Company hereby retains the Consultant and Consultant agrees to render to the Company those services described in Exhibit A for the period (the \"Consulting Period\") commencing on the date of this Agreement and ending upon the earlier of (i) [APPLICABLE DATE], (the \"Term Date\"), and (ii) the date the Consulting Period is terminated in accordance with Section 7. The Company shall pay the Consultant the compensation to which it is entitled under Section 5 through the end of the Consulting Period, and, thereafter, the Company's obligations hereunder shall end. Renewal Subject to Section 7, the Consulting Period will be automatically renewed for an additional [AGREED UPON NUMBER OF MONTHS] month period (without any action by either party) on the Term Date and on each anniversary thereof, unless one party gives to the other written notice [NUMBER] days in advance of the beginning of any [AGREED UPON NUMBER OF MONTHS] month renewal period that the Consulting Period is to be terminated, provided, that in no event shall the Consulting Period extend beyond [DEADLINE DATE]. Either party's right to terminate the Consulting Period, instead of renewing the Agreement, shall be with or without cause. DUTIES AND RESPONSIBILITIES Consultant hereby agrees to provide and perform for the Company those services set forth on Exhibit A attached hereto. Consultant shall devote its best efforts to the performance of the services and to such other services as may be reasonably requested by the Company and hereby agrees to devote, unless otherwise requested in writing by the Company, (a minimum of at least [AGREED UPON NUMBER OF HOURS] hours of service per week/or assign [AGREED UPON NUMBER OF INDIVIDUALS] individuals to provide services to the Company). Consultant shall use its best efforts to furnish competent Agents possessing a sufficient working knowledge of the Company's research, development and products to fulfill Consultant's obligations hereunder. Any Agent of Consultant who, in the sole opinion of the Company, is unable to adequately perform any services hereunder shall be replaced by Consultant within [AGREED UPON NUMBER OF DAYS] days after receipt of notice from the Company of its desire to have such Agent replaced. Consultant shall use its best efforts to comply with, and to ensure that each of its Agents comply with, all policies and practices regarding the use of facilities at which services are to be perform hereunder. Consultant agrees and shall cause each of its Agents to agree to the Acknowledgement and Inventions Assignment attached hereto as Exhibit B, and Consultant shall deliver a signed original of such Acknowledgement and Inventions Assignment to Company prior to such Agent's commencement of the provision of services for the Company. Consultant shall obtain for the benefit of the Company, as an intended third-party beneficiary thereof, prior to the performance of any services hereunder by any of the Agents, the written agreement of Agent to be bound by terms no less restrictive than the terms of Sections 2, 5, 6, and 7 of this Agreement. Personnel supplied by Consultant to provide services to Company under this Agreement will be deemed Consultant's employees or agents and will not for any purpose be considered employees or agents of Company. Consultant assumes full responsibility for the actions of such personnel while performing services pursuant to this Agreement, and shall be solely responsible for their supervision, daily direction and control, provision of employment benefits (if any) and payment of salary (including all required withholding of taxes). COMPENSATION, BENEFITS AND EXPENSES Compensation In consideration of the services to be rendered hereunder, including, without limitation, services to any Affiliated Company, Consultant shall be paid [AMOUNT], payable at the time and pursuant to the procedures regularly established, and as they may be amended, by the Company during the course of this Agreement. Benefits Other than the compensation specified in this 5.1, neither Consultant nor its Agents shall be entitled to any direct or indirect compensation for services performed hereunder. Expenses The Company shall reimburse Consultant for reasonable travel and other business expenses incurred by its Agents in the performance of the duties hereunder in accordance with the Company's general policies, as they may be amended from time to time during the course of this Agreement. INVOICING Company shall pay the amounts agreed to herein upon receipt of invoices which shall be sent by Consultant, and Company shall pay the amount of such invoices to Consultant. TERMINATION OF CONSULTING RELATIONSHIP By the Company or the Consultant At any time, either the Company or the Consultant may terminate, without liability, the Consulting Period for any reason, with or without cause, by giving [AGREED UPON NUMBER OF DAYS] days advance written notice to the other party. If the Consultant terminates its consulting relationship with the Company pursuant to Sections 2, 3 and 4, the Company shall have the option, in its complete discretion, to terminate Consultant immediately without the running of any notice period","Consulting Agreement Long","12","https://templates.business-in-a-box.com/imgs/1000px/consulting-agreement---long-D12543.png","https://templates.business-in-a-box.com/imgs/250px/12543.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12543.xml",{"title":91,"description":6},"consulting agreement long",[93,95],{"label":29,"url":94},"business-legal-agreements",{"label":96,"url":97},"Consulting Agreements","consulting-agreement","consulting agreement   long","/template/consulting-agreement---long-D12543",{"description":101,"descriptionCustom":6,"label":102,"pages":103,"size":104,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":109,"keywords":112,"url":113},"NON-COMPETE AGREEMENT This Non-Compete Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: FIRST PARTY NAME] (the \"First Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Second Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] FOR GOOD CONSIDERATION, the receipt of which is hereby acknowledged, the undersigned First party agrees not to compete with Second party, or its successors or assigns.","General Non-Compete Agreement","1",30,"https://templates.business-in-a-box.com/imgs/1000px/general-non-compete-agreement-D882.png","https://templates.business-in-a-box.com/imgs/250px/882.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#882.xml",{"title":6,"description":6},[110,111],{"label":29,"url":94},{"label":29,"url":94},"general non compete agreement","/template/general-non-compete-agreement-D882",{"description":115,"descriptionCustom":6,"label":116,"pages":117,"size":9,"extension":10,"preview":118,"thumb":119,"svgFrame":120,"seoMetadata":121,"parents":123,"keywords":122,"url":131},"EMPLOYMENT AGREEMENT - AT WILL EMPLOYEE This Employment Agreement for \"At Will\" Employee (the \"Agreement\") is made and effective this [DATE], BETWEEN: [EMPLOYEE NAME] (the \"Employee\"), an individual with his main address at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Corporation\"), an entity organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS In consideration of the covenants and agreements herein contained and the moneys to be paid hereunder, the Corporation hereby employs the Employee and the Employee hereby agrees to perform services as an employee of the Corporation, on an \"at will\" basis, upon the following terms and conditions: APPOINTMENT The Employee is hereby employed by the Corporation to render such services and to perform such tasks as may be assigned by the Corporation. The Corporation may, in its sole discretion, increase or reduce the duties, or modify the title and job description, of the Employee from time to time, and any such increase, reduction or modification shall not be deemed a termination of this Agreement. ACCEPTANCE OF EMPLOYMENT Employee accepts employment with the Corporation upon the terms set forth above and agrees to devote all Employee's time, energy and ability to the interests of the Corporation, and to perform Employee's duties in an efficient, trustworthy and business-like manner. DEVOTION OF TIME TO EMPLOYMENT The Employee shall devote the Employee's best efforts and substantially all of the Employee's working time to performing the duties on behalf of the Corporation. The Employee shall provide services during the hours that are scheduled by the Corporation management. The Employee shall be prompt in reporting to work at the assigned time. NO CONFLICT OF INTEREST Employee shall not engage in any other business while employed by the Corporation. Employee shall not engage in any activity that conflicts with the Employees duties to the Corporation. Employee shall not provide any service or lend any aid or assistance to any party that competes with the services offered by the Corporation. Employee shall not provide any services to clients or prospective clients of the Corporation outside of the provision of services for the Corporation, whether such services are provided with or without compensation or remuneration. CORPORATION PROPERTY Employee acknowledges and agrees that while employed by the Corporation the Employee may be provided with use of computer equipment and other property of the Corporation. The use and possession of the such items shall be subject to any policies, requirements or restrictions established by the Corporation. Such items may only be used in performance of the Employee's duties for the corporation. On request of the Corporation, the Employee shall immediately deliver any such items to the Corporation. Upon termination of employment, Employee shall have the affirmative duty to return any such item to the Corporation whether a request is made or not. The obligation to return Corporation property shall extend and include any and all work product, client property, proprietary rights, intangible property, and all other property of the corporation regardless of the form or medium. COMPENSATION The Corporation shall pay the Employee such hourly compensation as determined by the Corporation. Payment shall be at the same time as the Corporations usual payroll to other employees. BONUS & BENEFITS Payment of any bonuses shall be at the complete discretion of the Corporation. No guarantee or representation that any bonuses will be paid has been made to the Employee. Standard benefits that are provided to other non-management employees shall be offered to the Employee, subject to the Corporation's policies and the terms and conditions of such benefits. WITHHOLDING All sums payable to Employee under this Agreement will be reduced by all federal, state, local, and other withholdings and similar taxes and payments required by applicable law. QUALIFICATIONS OF EMPLOYEE The employee shall satisfy all of the qualification that are established by the Corporation. TERM OF AGREEMENT There shall be no guaranteed term of employment. Employer acknowledges and agrees that Employee shall be an \"At Will\" Employee and that Employee's employment may be terminated at any time by the Corporation, with or without cause. FEES FROM EMPLOYEE'S WORK The Corporation shall have exclusive authority to determine the fees, or a procedure for establishing the fees, to be charged to clients by the Corporation for services that are provided by the Employee. All sums paid to the Employee or the Corporation in the way of fees, in cash or in kind, or otherwise for services of the Employee, shall, except as otherwise specifically agreed by the Corporation, be and remain the property of the Corporation and shall be included in the Corporation's name in such checking account or accounts as the Corporation may from time to time designate. CLIENTS AND CLIENT RECORDS The Corporation shall have the authority to determine who will be accepted as clients of the Corporation, and the Employee recognizes that such clients accepted are clients of the Corporation and not the Employee. All client records and files of any type concerning clients of the Corporation shall belong to and remain the property of the Corporation, notwithstanding the subsequent termination of the employment. POLICIES AND PROCEDURES The Corporation shall have the authority to establish from time to time the policies and procedures to be followed by the Employee in performing services for the Corporation. This may include, but is not necessarily limited to, employment policies, computer use policies, Internet access policies, email policies, and all other policies, procedures, directives, and mandates established by the Corporation, whether or not in written form or formally adopted. Employee shall abide by the provisions of any contract entered into by the Corporation under which the Employee provides services. Employee shall comply with the terms and conditions of any and all contracts entered by the Corporation. TERMINATION Employee acknowledges and agrees that Employee is an \"at will\" employee of the Corporation. As such, no term of employment is created hereby and employee may be terminated at any time in the sole discretion of the Corporation, whether there exists any cause for termination or not. CREATIONS AND INVENTIONS Employee acknowledges and agrees that any and all work product of the Employee that is conceived or created during the Employee's employment with the Corporation is the exclusive property of the Corporation. This shall include any and all copyrights, trade secrets, confidential information, patents, trademarks, trade dress, ideas, concepts, plans, business plans, business concepts, techniques, inventions, drawings, artwork, logos, graphics, web pages, databases, software, programs, CGI's, plug ins, applications, brochures, inventions, marketing plans and concepts, and all other ideas and work product of the Employee. The Employee acknowledges and agrees that all creations shall be \"works made for hire\" as defined in the [ACT OR CODE]. Notwithstanding the fact that this material may be considered to be a work made for hire, Employee agrees, during Employee's employment and thereafter, which covenant shall survive any termination of the employment relationship, to execute any and all documents requested by the Corporation to confirm the Corporation's ownership and control of all such material, including but not limited to assignments of copyright, confirmations of work for hire status, waivers of proprietary rights, copyright application, and any other documents requested by Corporation. 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NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":140,"description":6},"non disclosure agreement nda",[142,143],{"label":29,"url":94},{"label":144,"url":145},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":148,"descriptionCustom":6,"label":149,"pages":8,"size":9,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":155,"keywords":154,"url":158},"SERVICE AGREEMENT This SERVICE AGREEMENT (\"Agreement\") is effective [DATE], BETWEEN: [COMPANY NAME] (the \"Contractor\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Customer\"), a company organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] (The Contractor and the Customer shall be individually referred to as a \"Party\" and collectively referred to as the \"Parties\", as the context may require). WHEREAS A. Contractor has experience and expertise in [DESCRIBE EXPERIENCE AND SERVICE]. B. Customer desires to have Contractor provide services for them. C. Contractor desires to provide services to Customer on the terms and conditions set forth herein (the \"Services\"). NOW THEREFORE, in consideration of the above recitals, the representations, warranties, and agreements contained in this Agreement and for other good and valuable consideration, the receipt and adequacy of which are now acknowledged, the Parties agree as follows: SERVICES PROVIDED Beginning on upon agreement to this contract, [CONTRACTOR] will provide to [CUSTOMER] the following service (collectively, the /Services\"): Description of the project: [DESCRIBE THE SERVICE REQUIRED]. SCOPE OF WORK Contractor agrees to provide Services pursuant to the Scope of Work set forth in Exhibit A attached hereto (the \"Scope of Work\"). TERM Unless both parties mutually agree on an extension, this contract will automatically terminate on [SPECIFY]. PERFORMANCE The parties agree to do everything possible to ensure that the terms of this Agreement take effect. PAYMENT FOR SERVICES In exchange for the Services rendered, a payment of [SPECIFY] will be made to the Contractor upon completion of the scheduled Services described in this Contract. If an invoice is not paid on the due date, interest will be added to the current balance. These amounts shall be payable, and the Customer shall pay all overdue amounts at the lesser of [SPECIFY] per cent per annum or the maximum percentage permitted by applicable law. Or Customer will pay Contractor as follows: [SPECIFY]. DELIVERY OF SERVICES The Contractor will exercise due diligence in the provision of services. However, the Customer acknowledges that the indicated delivery times and other payment milestones listed in Scope of Work are estimates and do not constitute final delivery dates. SECURITY The Contractor must make reasonable security arrangement to protect Material from unauthorized access, collection, use, alteration or disposal. OWNERSHIP RIGHT The Customer shall hold the copyright for the agreed version of the Services as delivered, and the Customer's copyright notice may be displayed in the final version. All works, ideas, discoveries, inventions, patents, products or other information that may be protected by copyright (collectively, the \"Work Product\" developed in whole or in part by the Contractor in connection with the Services, shall be the exclusive property of the Customer. Upon request, the Contractor shall execute all documents necessary to confirm or perfect the exclusive ownership of the Customer's \"Work Product\". The Contractor retains exclusive rights to pre-existing materials used in the Customer's projects. The Customer shall not have the right to reuse, resell or otherwise transfer material belonging to the contractor or third parties. The Contractor reserves the right to use the finished public product as an example of a product. RETURN OF PROPERTY Upon the expiry or termination of this Agreement, the Contractor will return to the Customer any property, documentation, records or Confidential Information which is the property of the Customer. COMPENSATION For all services rendered by the Contractor under this Agreement, the Customer shall indemnify the Contractor. In the event that the Customer fails to make any of the payments mentioned, the Contractor shall have the right, but shall not be obliged, to exercise any of the following remedies: ","Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/service-agreement-D12711.png","https://templates.business-in-a-box.com/imgs/250px/12711.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12711.xml",{"title":154,"description":6},"service agreement",[156,157],{"label":29,"url":94},{"label":29,"url":94},"/template/service-agreement-D12711",{"description":160,"descriptionCustom":6,"label":161,"pages":117,"size":162,"extension":10,"preview":163,"thumb":164,"svgFrame":165,"seoMetadata":166,"parents":167,"keywords":172,"url":173},"INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT This Intellectual Property Assignment Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Assignor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Assignee\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Shareholder\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] PREAMBLE WHEREAS [YOUR COMPANY NAME] owns all rights in a patent registered with the [COUNTRY] Patent Office under file number [NUMBER], serial number [NUMBER], entitled [SPECIFY] (the \"Patent\"); WHEREAS [YOUR COMPANY NAME] wishes to assign all rights and title in and to the Patent [COMPANY NAME]; WHEREAS the parties wish to enter into this Agreement on the terms and conditions more particularly provided herein. NOW, THEREFORE, in consideration of the above premises and agreements herein contained, the preamble forming an integral part hereof, the parties agree as follows: DEFINITIONS In this Agreement, except where the context or subject matter is inconsistent therewith, the following terms shall have the following meanings: \"Affiliates\" means, with respect to a Party to this Agreement, any person which, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with such Party. The term \"control\" means possession, direct or indirect, of the powers to direct or cause the direction of the management or policies of a person, whether through ownership of equity participation, voting securities, or beneficial interests, by contract, by agreement or otherwise. \"Agreement\" shall mean this document, the annexed schedules, which are incorporated herein, together with any future written and executed amendments agreed to by the parties. \"Assigned Rights\" shall mean all rights and title in the Patent and all Intellectual Property Rights in the technology described in the Patent, in all countries. \"Improvements\" means innovations, inventions, ideas, designs, concepts, discoveries, techniques, works, processes, formulas, new derived material and modifications related to the Patent, whether or not patentable, copyrightable, or otherwise protectable as trade secrets or under any other intellectual property, conceived, brought to practice or developed by either Party after the date of this Agreement. \"Intellectual Property Rights\" includes all patents, trade marks, service marks, registered designs, integrated circuits topographies, including applications for any of the foregoing, and includes all copyrights, design rights, know-how, confidential information, trade secrets and any other similar rights in [COUNTRY] and in any other countries. \"Patent\" shall mean the patent described in recitals hereof and its counterpart applications in any country, now or thereafter owned by [YOUR COMPANY NAME] or to which [YOUR COMPANY NAME] otherwise acquires rights, including any patent application, divisional, continuation, provisional, reissue, re-examination, extension certificate, registration, renewal, confirmation and national phase entry application related to such Patent. ASSIGNMENT OF PATENT Subject to the terms and conditions contained in this Agreement, [YOUR COMPANY NAME] hereby irrevocably assigns to [COMPANY NAME] all rights and title and any other rights to the Patent as well as all Intellectual Property Rights in the technology described in the Patent, in all countries. The parties hereby recognize that any and all Intellectual Property Rights in any Improvements shall be held by [COMPANY NAME]. The parties hereby recognize that no Intellectual Property Rights are assigned, licensed or otherwise granted under this Agreement, save and except as explicitly stated in this Section 2. COMPENSATION In consideration of the Assigned Rights, [COMPANY NAME] agrees to pay [YOUR COMPANY NAME] the sum of [AMOUNT] (the \"Purchase Price\") payable upon the execution of this Agreement by all of the parties hereto. REPRESENTATIONS AND WARRANTIES The Guarantors represent and warrant on a joint and several basis to [COMPANY NAME] that: the Patent and [COMPANY NAME]'s use of the Patent does not, to the best knowledge of the Guarantors, infringe upon any patent, or any trademark, copyright, trade secret or other Intellectual Property Rights or proprietary right of any third party, and that there is currently no actual or threatened suit against [YOUR COMPANY NAME] by any third party based on an alleged violation of such right, and the Guarantors do not know of any basis for any such action; there are no outstanding assignments, grants, licenses, liens, encumbrances, obligations or agreements (whether written, oral or implied) regarding the Patent; [YOUR COMPANY NAME] has all rights, power and authority required in order to grant the Assigned Rights free and clear of all encumbrances or legal restrictions, in accordance with this Agreement; [YOUR COMPANY NAME] has good and marketable title to the Patent; there is no requirement for [YOUR COMPANY NAME] to obtain any other authorization, consent or approval from any third party as a condition to the enforceability of any provision of this Agreement or the lawful conclusion of the transactions contemplated by this Agreement; Notwithstanding any investigation conducted prior to the execution of this Agreement, and notwithstanding implied knowledge or notice of any fact or circumstance which [COMPANY NAME] may have as a result of such investigation or otherwise, [COMPANY NAME] shall be entitled to rely upon the representations and warranties set forth herein and the obligations of [YOUR COMPANY NAME] hereto with respect to such representations and warranties shall survive the termination of this Agreement for any reason. The Guarantors, on a joint and several basis, shall indemnify and hold [COMPANY NAME] harmless from all losses, liabilities, damages and expenses, including reasonable attorneys' fees and costs (collectively, \"Liabilities\"), that [COMPANY NAME] may suffer to the extent resulting from any claims, demands, actions or other proceedings made or instituted by any third party against [COMPANY NAME] and arising out of the use of the Patent, or related to the breach of any obligation or any representation and warranty under this Agreement, except for Liabilities arising out of the gross negligence or willful misconduct of [COMPANY NAME]. TERM AND TERMINATION This Agreement shall take effect upon the execution hereof by both parties hereto, and, unless sooner terminated as per paragraph 5.2 below, shall remain in effect until the expiration of the Patent. Upon any material breach or default under this Agreement by either Party, the other Party may give notice of such breach or default and, unless the same shall be cured within [NUMBER] days after delivery of such notice, then, without limitation of any other remedy available hereunder, such Party may terminate this Agreement immediately upon delivery of a notice of termination to the other Party at any time thereafter. The termination of this Agreement by either of the Parties shall be subject to all other rights and remedies available to the Parties hereunder or otherwise. NOTICE","Intellectual Property Assignment",80,"https://templates.business-in-a-box.com/imgs/1000px/intellectual-property-assignment-D5229.png","https://templates.business-in-a-box.com/imgs/250px/5229.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#5229.xml",{"title":6,"description":6},[168,169],{"label":29,"url":94},{"label":170,"url":171},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",false,{"seo":176,"reviewer":188,"legal_disclaimer":192,"quick_facts":193,"at_a_glance":195,"personas":199,"variants":224,"glossary":252,"clauses":289,"how_to_fill":340,"common_mistakes":381,"faqs":406,"industries":434,"comparisons":459,"diy_vs_lawyer":470,"jurisdictions":483,"related_template_ids_curated":504,"schema":513,"classification":514},{"meta_title":177,"meta_description":178,"primary_keyword":179,"secondary_keywords":180},"Exclusive Contractor Agreement Template | BIB","Free exclusive contractor agreement template. Covers exclusivity scope, deliverables, IP assignment, non-compete, payment, and termination.","exclusive contractor agreement template",[15,181,182,183,184,185,186,187],"exclusive independent contractor agreement","exclusive contractor contract template","exclusive contractor agreement template word","exclusive contractor agreement free","contractor exclusivity clause","exclusive services agreement template","independent contractor exclusivity agreement",{"name":189,"credential":190,"reviewed_date":191},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":194,"legal_review_recommended":192,"signature_required":192,"notarization_required":174},"advanced",{"what_it_is":196,"when_you_need_it":197,"whats_inside":198},"An Exclusive Contractor Agreement is a legally binding contract between a hiring company and an independent contractor that restricts the contractor from performing similar services for competitors or other clients during the engagement. This free Word download covers exclusivity scope, deliverables, compensation, IP assignment, confidentiality, non-compete, and termination in a single ready-to-sign document you can edit online and export as PDF.\n","Use it when you need a contractor's full or near-full availability, when the work involves sensitive competitive information, or when the contractor will develop proprietary assets you cannot risk being shared with rivals. It is particularly relevant for product development, creative campaigns, software builds, and strategic consulting engagements.\n","Parties and engagement terms, exclusivity scope and permitted exceptions, deliverables and timeline, compensation and payment schedule, intellectual property assignment, confidentiality obligations, non-compete and non-solicitation restrictions, independent contractor classification language, and termination provisions with notice requirements.\n",[200,204,208,212,216,220],{"title":201,"use_case":202,"icon_asset_id":203},"Startup founders","Locking in a key contractor during a sensitive product build or launch","persona-startup-founder",{"title":205,"use_case":206,"icon_asset_id":207},"Marketing directors","Securing a creative agency or freelancer exclusively for a campaign period","persona-marketing-director",{"title":209,"use_case":210,"icon_asset_id":211},"Software companies","Engaging a developer or architect who must not work for direct competitors","persona-software-company",{"title":213,"use_case":214,"icon_asset_id":215},"Small business owners","Preventing a key contractor from simultaneously serving competing businesses","persona-small-business-owner",{"title":217,"use_case":218,"icon_asset_id":219},"Operations managers","Formalizing an exclusive service arrangement to ensure capacity and availability","persona-operations-director",{"title":221,"use_case":222,"icon_asset_id":223},"Creative agencies","Contracting a specialist on an exclusive basis for a defined project or retainer","persona-agency",[225,229,233,237,240,244,248],{"situation":226,"recommended_template":227,"slug":228},"Engaging a contractor for a one-time project with exclusivity during the build","Exclusive Contractor Agreement (Project-Based)","exclusive-contractor-agreement-D12807",{"situation":230,"recommended_template":231,"slug":232},"Engaging a contractor on an ongoing retainer with exclusivity in a market segment","Retainer Agreement","retainer-agreement-D12703",{"situation":234,"recommended_template":235,"slug":236},"Hiring a full-time employee instead of a contractor","Employment Contract","employment-agreement_at-will-employee-D541",{"situation":238,"recommended_template":36,"slug":239},"Engaging a contractor with no exclusivity requirement","independent-contractor-agreement-D160",{"situation":241,"recommended_template":242,"slug":243},"Commissioning a specific creative deliverable with IP assignment but no exclusivity","Creative Services Agreement","administrative-services-agreement-D850",{"situation":245,"recommended_template":246,"slug":247},"Engaging a consultant for strategic advisory work with broad non-compete","Consulting Agreement","consulting-agreement---long-D12543",{"situation":249,"recommended_template":250,"slug":251},"Restricting a departing employee from competing after termination","Non-Compete Agreement","general-non-compete-agreement-D882",[253,256,259,262,265,268,271,274,277,280,283,286],{"term":254,"definition":255},"Exclusivity Clause","A contractual provision restricting the contractor from performing similar services for other clients — typically limited to a defined industry, geography, or time period.",{"term":257,"definition":258},"Independent Contractor","A self-employed individual or entity engaged to perform specific services under a contract, without being classified as an employee — responsible for their own taxes and benefits.",{"term":260,"definition":261},"Scope of Services","The specific deliverables, tasks, and activities the contractor is engaged to perform, forming the basis for evaluating whether obligations have been met.",{"term":263,"definition":264},"IP Assignment","A clause transferring ownership of all work product, inventions, and materials created by the contractor during the engagement to the hiring company.",{"term":266,"definition":267},"Non-Compete Clause","A restriction preventing the contractor from working for competitors or launching a competing venture within a defined time period and geographic area after the engagement ends.",{"term":269,"definition":270},"Non-Solicitation Clause","A restriction preventing the contractor from approaching the hiring company's clients, customers, or employees for business or employment during and after the engagement.",{"term":272,"definition":273},"Work-for-Hire","A legal doctrine under US copyright law where work created by a contractor under a written agreement is treated as owned by the hiring party from creation — distinct from IP assignment.",{"term":275,"definition":276},"Permitted Exceptions","Specific clients, industries, or activities carved out of the exclusivity restriction — for example, existing clients the contractor was already serving before the agreement commenced.",{"term":278,"definition":279},"Misclassification","Treating an employee as an independent contractor, or vice versa, in a way that does not match the actual working relationship — triggering tax penalties, back pay liability, and benefit obligations.",{"term":281,"definition":282},"Termination for Cause","Ending the contract immediately based on a documented breach — such as a violation of the exclusivity clause, unauthorized disclosure of confidential information, or material failure to deliver.",{"term":284,"definition":285},"Consideration","Something of value exchanged between parties to make a contract legally binding — typically the contractor's services in exchange for the hiring company's payment.",{"term":287,"definition":288},"Indemnification","A clause requiring one party to compensate the other for losses, damages, or legal costs arising from specified events — often including contractor breaches of the exclusivity or IP provisions.",[290,295,300,305,310,315,320,325,330,335],{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Parties and engagement term","Identifies the hiring company and contractor as legal entities, states the effective date of the agreement, and sets the duration of the engagement.","This Exclusive Contractor Agreement ('Agreement') is entered into as of [DATE] between [COMPANY LEGAL NAME], a [STATE] [ENTITY TYPE] ('Company'), and [CONTRACTOR FULL NAME / ENTITY NAME] ('Contractor'). The engagement commences on [START DATE] and continues until [END DATE / until terminated per Section [X]].","Using a trade name instead of the contractor's or company's registered legal entity name — creating ambiguity about which party is bound if a dispute goes to court.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Scope of services and deliverables","Defines exactly what the contractor is engaged to do, the specific deliverables, quality standards, and the timeline or milestones for completion.","Contractor shall perform the services described in Exhibit A ('Services'), including [DELIVERABLE 1], [DELIVERABLE 2], and [DELIVERABLE 3], and shall deliver each milestone by the dates set out in Exhibit A. Deliverables must conform to the specifications in Exhibit A and be approved in writing by Company.","Attaching a vague statement of work that lists activities rather than measurable deliverables — making it impossible to determine whether the contractor has performed or breached.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Exclusivity scope and permitted exceptions","States precisely what the contractor cannot do for others — defined by industry, service type, geography, or named competitors — and carves out any pre-existing client relationships.","During the Term, Contractor shall not perform services substantially similar to the Services for any [COMPETITOR / entity operating in INDUSTRY] without Company's prior written consent. The following pre-existing client relationships are expressly permitted: [LIST OF PERMITTED CLIENTS, if any].","Drafting an exclusivity clause so broad it covers all contractor work in any industry — courts narrow or void overbroad restrictions, and contractors refuse to sign them, stalling the engagement.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Compensation and payment schedule","States the fee structure — flat project fee, hourly rate, or monthly retainer — the invoicing cadence, payment due date, and any milestone-based payment triggers.","Company shall pay Contractor a [flat fee of $[AMOUNT] / hourly rate of $[AMOUNT] / monthly retainer of $[AMOUNT]], payable within [30] days of receipt of a conforming invoice. Milestone payments, if applicable, are set out in Exhibit B.","Omitting a payment trigger tied to invoice receipt or milestone acceptance — leaving the due date ambiguous and giving the company no obligation to pay until disputed.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Intellectual property assignment","Assigns all work product, code, designs, content, and inventions created by the contractor in connection with the engagement to the hiring company — including a present-tense assignment of future work.","Contractor hereby irrevocably assigns to Company all right, title, and interest in and to all work product, inventions, software, designs, and other deliverables created by Contractor in the course of the Services ('Work Product'). Contractor agrees to execute any further documents reasonably requested to perfect Company's ownership.","Including only a work-for-hire clause without a separate assignment fallback — work-for-hire under US copyright law applies only to specific categories of works, so an assignment clause is essential to cover everything else.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Confidentiality","Prohibits the contractor from disclosing or misusing the company's confidential information — including trade secrets, client lists, financial data, and product roadmaps — during and after the engagement.","Contractor shall hold all Confidential Information in strict confidence and shall not disclose or use it for any purpose other than performing the Services. 'Confidential Information' means any non-public information of Company, including technical data, business plans, customer information, and financial data.","Failing to define 'Confidential Information' with enough specificity — an overbroad definition that encompasses publicly known facts can render the entire clause unenforceable in some jurisdictions.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Non-compete and non-solicitation","Restricts the contractor from competing with the company or soliciting its clients or employees for a defined period and geography following the engagement.","For [12] months following termination of this Agreement, Contractor shall not (a) provide services to any direct competitor of Company within [GEOGRAPHIC AREA], or (b) solicit or accept business from any client or customer of Company that Contractor had contact with during the engagement.","Applying an identical non-compete to a contractor as to a senior employee — contractors with limited access to competitive information are held to a stricter reasonableness standard, and courts void clauses that exceed what the relationship actually warrants.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Independent contractor classification","Confirms that the contractor is not an employee, is responsible for their own taxes and benefits, retains control over how they perform the work, and that the agreement does not create an employment relationship.","Contractor is an independent contractor and not an employee, agent, or partner of Company. Contractor is solely responsible for all taxes, withholdings, and benefits related to compensation received under this Agreement. Nothing herein shall be construed to create an employment relationship.","Including contractor classification language while simultaneously imposing controls — set hours, mandatory use of company equipment, exclusive availability — that courts and tax authorities treat as indicators of employment, triggering misclassification liability.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Termination and notice","States when and how either party may end the agreement — with or without cause — and the notice period required, along with what happens to unpaid fees and deliverables upon termination.","Either party may terminate this Agreement without cause upon [30] days' written notice. Company may terminate immediately for Cause, including Contractor's material breach of Sections [EXCLUSIVITY, CONFIDENTIALITY, or IP]. Upon termination, Company shall pay all fees earned through the termination date.","No immediate-termination-for-cause mechanism — leaving the company stuck paying 30 days' notice to a contractor who has already violated the exclusivity or confidentiality clause.",{"name":336,"plain_english":337,"sample_language":338,"common_mistake":339},"Governing law, dispute resolution, and indemnification","Specifies which jurisdiction's law governs the agreement, how disputes are resolved (arbitration, mediation, or litigation), and which party bears costs arising from the other's breach.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute shall be resolved by binding arbitration in [CITY] under [AAA / JAMS] rules, except either party may seek injunctive relief in court. Contractor shall indemnify Company for losses arising from breach of the exclusivity, IP, or confidentiality provisions.","Choosing a governing law with no connection to where either party operates — courts in several jurisdictions apply local law regardless of the contract's choice-of-law clause, invalidating the selection.",[341,346,351,356,361,366,371,376],{"step":342,"title":343,"description":344,"tip":345},1,"Enter legal entity names and the engagement date","Use the company's full registered legal name and the contractor's legal name or registered business name — not trade names. Enter the agreement's effective date and the planned start date of work.","Request a copy of the contractor's business registration or W-9 before drafting to confirm their legal name and entity type.",{"step":347,"title":348,"description":349,"tip":350},2,"Define the scope of services and attach a statement of work","Write the services section at the level of specific, measurable deliverables — not activities. Move granular task descriptions and timelines to Exhibit A so the main contract body stays clean and the statement of work can be updated without amending the whole agreement.","Each deliverable in Exhibit A should include an acceptance criterion — a standard the company will use to confirm it has been satisfactorily completed.",{"step":352,"title":353,"description":354,"tip":355},3,"Draft the exclusivity clause with clear boundaries","Define exclusivity by naming the specific industry, service type, or named competitors from which the contractor is restricted — not by imposing a blanket prohibition on all other work. List any permitted pre-existing clients explicitly.","Limit exclusivity to the duration of the engagement. Post-engagement exclusivity looks more like an employment covenant than a contractor restriction and is harder to enforce.",{"step":357,"title":358,"description":359,"tip":360},4,"Set the compensation structure and payment triggers","Choose flat fee, hourly, or retainer and tie each payment to a specific trigger — invoice receipt, milestone acceptance, or a calendar date. Add a late-payment interest rate (typically 1.5% per month) to create a financial incentive for timely payment.","For milestone-based projects, negotiate a 20–30% upfront deposit to cover early-stage costs before the contractor delivers any billable work.",{"step":362,"title":363,"description":364,"tip":365},5,"Complete the IP assignment and work-for-hire language","Include both a work-for-hire designation and a standalone present-tense assignment clause. This double coverage ensures the company owns all deliverables regardless of whether the specific work type qualifies as work-for-hire under applicable copyright law.","Add a contractor obligation to execute any further documents needed to perfect ownership — patents, copyright registrations, and domain transfers sometimes require separate instruments.",{"step":367,"title":368,"description":369,"tip":370},6,"Calibrate the non-compete to the contractor's actual role","Set the geographic scope and duration proportionate to the contractor's actual exposure to competitive information. A 6–12 month restriction scoped to the relevant industry is generally more enforceable than a 24-month blanket ban.","Check the governing jurisdiction before finalizing the non-compete — California, Minnesota, and several EU member states ban or severely restrict post-engagement non-competes even for contractors.",{"step":372,"title":373,"description":374,"tip":375},7,"Confirm the independent contractor classification is consistent with the relationship","Review every obligation in the agreement against the IRS common-law test and, if operating in California, the ABC test. Remove any language that imposes employee-like controls — fixed daily hours, mandatory company equipment use, or supervision of how (not just what) the contractor delivers.","If the relationship requires employee-level control, convert it to an employment contract rather than risk a misclassification audit.",{"step":377,"title":378,"description":379,"tip":380},8,"Execute before the contractor begins any work","Both parties must sign before the first day of work. Post-commencement signatures create fresh-consideration problems in common-law jurisdictions, potentially voiding the IP assignment and non-compete provisions.","Use a timestamped e-signature platform to create an auditable record of exactly when each party signed, especially for remote or cross-border engagements.",[382,386,390,394,398,402],{"mistake":383,"why_it_matters":384,"fix":385},"Overbroad exclusivity clause that covers all client work","A restriction that prevents the contractor from working for any other client in any industry is disproportionate to most engagement needs. Courts routinely narrow or void such clauses, and experienced contractors will refuse to sign them.","Limit exclusivity to the specific industry segment, named competitors, or service category that creates genuine competitive risk, and carve out pre-existing client relationships explicitly.",{"mistake":387,"why_it_matters":388,"fix":389},"No work-for-hire designation plus IP assignment fallback","Work-for-hire doctrine under US copyright law applies only to certain enumerated categories of works. Without a separate assignment clause, the contractor may retain copyright ownership of deliverables that fall outside those categories.","Include both a work-for-hire designation and a standalone present-tense assignment of all work product, with an obligation to execute further instruments to perfect ownership.",{"mistake":391,"why_it_matters":392,"fix":393},"Imposing employee-level controls inside a contractor agreement","Setting mandatory hours, requiring exclusive use of company equipment, or directing how (not just what) the contractor delivers are IRS and CRA indicators of employment — triggering potential misclassification audits, back taxes, and benefit liability.","Restrict controls to deliverable specifications and acceptance criteria. Define what must be delivered and by when, not how the contractor spends each working hour.",{"mistake":395,"why_it_matters":396,"fix":397},"Signing after the contractor has already started work","In common-law jurisdictions, a contractor already performing services has provided no new consideration for IP assignment, exclusivity, and non-compete provisions added after commencement — courts have voided these clauses on that basis.","Execute the agreement before the contractor's first billable day. If circumstances require late execution, provide documented additional compensation as fresh consideration.",{"mistake":399,"why_it_matters":400,"fix":401},"No immediate termination right for exclusivity or IP breach","Without a for-cause termination mechanism, a company whose contractor is actively working for a competitor must give 30 days' notice and continue paying while the breach continues.","Include an express right to terminate immediately — without notice or further payment obligation — upon material breach of the exclusivity, confidentiality, or IP assignment provisions.",{"mistake":403,"why_it_matters":404,"fix":405},"Governing law clause disconnected from where parties operate","Selecting a favorable governing law with no connection to either party's location or the place of performance is frequently disregarded by courts, which apply local mandatory employment and contractor protections regardless.","Choose the governing law of the state, province, or country where the work will primarily be performed or where the contractor is located, and confirm that the non-compete and exclusivity provisions are enforceable under that law.",[407,410,413,416,419,422,425,428,431],{"question":408,"answer":409},"What is an exclusive contractor agreement?","An exclusive contractor agreement is a contract between a hiring company and an independent contractor that includes an exclusivity clause — a restriction preventing the contractor from performing substantially similar services for competitors or other specified clients during the engagement. It combines the standard terms of an independent contractor agreement with tailored exclusivity, IP assignment, and confidentiality provisions that protect the company's competitive position.\n",{"question":411,"answer":412},"What is the difference between an exclusive contractor agreement and a standard independent contractor agreement?","A standard independent contractor agreement governs the scope of work, payment, and IP ownership without restricting the contractor's other client relationships. An exclusive contractor agreement adds an exclusivity clause that limits who else the contractor can work for — typically scoped to a specific industry, competitor list, or service type — during the engagement. The exclusivity obligation is usually offset by higher compensation or guaranteed minimum hours.\n",{"question":414,"answer":415},"Can you legally require a contractor to work exclusively for you?","Yes, in most jurisdictions, parties are free to contract for exclusivity as long as the restriction is reasonable in scope and duration and is supported by adequate consideration — typically higher fees or a minimum payment guarantee. However, overly broad exclusivity clauses that prevent a contractor from earning a living elsewhere may be narrowed or voided by courts. Exclusivity that is functionally indistinguishable from employment also raises misclassification risk.\n",{"question":417,"answer":418},"Does an exclusive contractor agreement create an employment relationship?","Not automatically, but the risk is real. If the exclusivity clause, combined with other contract terms — fixed hours, mandatory equipment use, close supervision — mirrors the control an employer exercises over an employee, tax authorities and courts may reclassify the relationship as employment. The agreement should confirm the contractor retains control over how they deliver services and is responsible for their own taxes, benefits, and tools.\n",{"question":420,"answer":421},"Who owns the work product created under an exclusive contractor agreement?","Ownership depends on the contract language. Without an explicit IP assignment or work-for-hire clause, the contractor typically retains copyright and other IP rights in what they create. A properly drafted exclusive contractor agreement assigns all work product to the hiring company from creation. Both a work-for-hire designation and a standalone assignment clause should be included to cover all categories of deliverables under applicable copyright law.\n",{"question":423,"answer":424},"Are non-compete clauses in contractor agreements enforceable?","Enforceability varies significantly by jurisdiction and depends on whether the restriction is reasonable in duration, geographic scope, and breadth of activity. California, Minnesota, and North Dakota ban most post-engagement non-competes even for independent contractors. In the UK, courts enforce restrictions that go no further than reasonably necessary to protect a legitimate business interest. In Canada, courts apply a reasonableness test calibrated to the contractor's actual access to competitive information.\n",{"question":426,"answer":427},"How long should the exclusivity period last?","Exclusivity during the active engagement is generally enforceable and expected. Post-engagement exclusivity is much harder to justify for contractors than for employees, and courts apply a stricter reasonableness standard. A restriction of 3–6 months scoped to a specific industry or named competitors is more likely to be upheld than a 12–24 month blanket prohibition. Match the duration to the actual shelf life of the competitive information the contractor accessed.\n",{"question":429,"answer":430},"What compensation is reasonable in exchange for an exclusivity requirement?","There is no fixed rule, but exclusivity commands a meaningful premium over standard contractor rates — typically 20–40% above market rate for the service type, or a guaranteed minimum monthly payment that compensates the contractor for the client relationships they are forgoing. Exclusivity clauses with no financial premium or minimum guarantee are frequently challenged as unconscionable or lacking adequate consideration.\n",{"question":432,"answer":433},"Do I need a lawyer to draft an exclusive contractor agreement?","For straightforward domestic engagements with clear deliverables and limited competitive sensitivity, a well-structured template with jurisdiction-specific adjustments typically suffices. Legal review is strongly recommended when the contractor has access to highly sensitive IP, the engagement spans multiple jurisdictions, the non-compete provisions are material to your competitive strategy, or the fees involved are substantial. A one-hour review typically costs $300–$600 and is worthwhile for any senior or strategically critical engagement.\n",[435,439,443,447,451,455],{"industry":436,"icon_asset_id":437,"specifics":438},"Technology / SaaS","industry-saas","Exclusivity scoped to competing software categories; IP assignment covering source code, algorithms, and training data created during the engagement; misclassification risk heightened for full-time-equivalent remote developers.",{"industry":440,"icon_asset_id":441,"specifics":442},"Marketing and Creative Agencies","industry-marketing","Exclusivity preventing a freelance creative or strategist from working for direct brand competitors; campaign deliverables defined in a detailed statement of work with acceptance criteria tied to payment milestones.",{"industry":444,"icon_asset_id":445,"specifics":446},"Professional Services","industry-professional-services","Consultants engaged for strategic projects where exposure to client lists and pricing models makes client non-solicitation and confidentiality provisions as critical as the exclusivity clause itself.",{"industry":448,"icon_asset_id":449,"specifics":450},"Manufacturing and Product Development","industry-manufacturing","Engineers and designers developing proprietary product innovations require broad IP assignment covering prototypes, specifications, and patent-eligible inventions, paired with exclusivity to prevent parallel development for competitors.",{"industry":452,"icon_asset_id":453,"specifics":454},"Financial Services","industry-fintech","Regulatory constraints on contractor access to client data require enhanced confidentiality provisions; exclusivity clauses must be narrowly scoped to avoid triggering securities or banking employment classification rules.",{"industry":456,"icon_asset_id":457,"specifics":458},"Healthcare and Life Sciences","industry-healthtech","Contractors handling patient data or clinical research materials require HIPAA-aligned confidentiality provisions; IP assignment must expressly cover research outputs, formulations, and regulatory submission materials.",[460,462,464,467],{"vs":36,"vs_template_id":239,"summary":461},"A standard independent contractor agreement governs deliverables, payment, and IP ownership without restricting the contractor's ability to work for other clients simultaneously. An exclusive contractor agreement adds an exclusivity clause that limits who else the contractor can serve. Use the standard agreement when concurrent client relationships pose no competitive risk; use the exclusive version when protecting sensitive IP or competitive positioning is a genuine business need.",{"vs":235,"vs_template_id":236,"summary":463},"An employment contract creates an employer-employee relationship with statutory benefits, tax withholding, and full-time availability. An exclusive contractor agreement maintains the contractor's self-employed status while restricting competitor work. If the level of control you need over the person's time and methods looks like employment, reclassify the relationship — misclassifying an employee as a contractor carries significant tax and legal liability.",{"vs":250,"vs_template_id":465,"summary":466},"non-compete-agreement-D176","A standalone non-compete agreement is typically used to impose post-relationship restrictions on a departing employee or contractor after the engagement ends. An exclusive contractor agreement builds both active-term exclusivity and post-engagement restrictions into a single governing document. Use a standalone non-compete only when you need to add or reinforce restrictions after an existing relationship is already in place.",{"vs":246,"vs_template_id":468,"summary":469},"consulting-agreement-D227","A consulting agreement covers advisory or strategic services with flexible client relationship terms — the consultant typically works with multiple clients simultaneously. An exclusive contractor agreement is appropriate when the engagement is more operational than advisory and when the company needs the contractor's capacity and focus dedicated exclusively to its work. Consulting agreements are rarely paired with exclusivity clauses; exclusive contractor agreements always include them.",{"use_template":471,"template_plus_review":475,"custom_drafted":479},{"best_for":472,"cost":473,"time":474},"Domestic engagements with clear deliverables, straightforward exclusivity scope, and fees under $50K","Free","30 minutes",{"best_for":476,"cost":477,"time":478},"Cross-border engagements, senior contractors with access to sensitive IP, or enforceable non-compete provisions that are material to competitive strategy","$300–$700","1–3 days",{"best_for":480,"cost":481,"time":482},"High-value or long-term engagements, regulated industries, contractors in multiple jurisdictions, or situations where misclassification risk requires careful structural analysis","$1,500–$4,000+","1–2 weeks",[484,489,494,499],{"code":485,"name":486,"flag_asset_id":487,"note":488},"us","United States","flag-us","Contractor classification is governed by the IRS common-law test at the federal level and, in California, by the strict ABC test under AB5 — which presumes an employment relationship unless the company can satisfy all three prongs. Non-compete enforceability varies sharply by state: California, Minnesota, North Dakota, and Oklahoma ban post-engagement non-competes for contractors in most circumstances. IP assignment clauses should follow the work-for-hire categories in 17 U.S.C. § 101 and include a standalone assignment to cover all other works.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"ca","Canada","flag-ca","Canada has no federal equivalent of at-will employment, and courts scrutinize contractor classification carefully — especially in Ontario and British Columbia. A contractor deemed an employee retroactively triggers Employment Standards Act obligations including notice pay and benefits. Non-competes for contractors are enforceable only if reasonable in scope, duration, and geography. Quebec contracts should be drafted in French for provincially regulated relationships, and Quebec courts apply civil law principles to reasonableness analysis.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"uk","United Kingdom","flag-uk","UK employment law recognizes three categories — employee, worker, and self-employed contractor — and courts look past the contract label to the actual working relationship. Exclusivity clauses that prevent a contractor from working for any other client may trigger worker status, entitling the contractor to national minimum wage, holiday pay, and pension auto-enrolment. Post-engagement non-competes must protect a legitimate business interest and go no further than reasonably necessary; garden leave is commonly used as an alternative for senior contractors.",{"code":500,"name":501,"flag_asset_id":502,"note":503},"eu","European Union","flag-eu","EU member states vary significantly in their treatment of contractor relationships. France, Germany, and the Netherlands apply economic dependency tests that can reclassify exclusive contractors as employees regardless of contract terms. GDPR imposes data processing obligations when the contractor handles personal data — a data processing agreement should be attached or incorporated. Post-engagement non-competes typically require financial compensation to the contractor to be enforceable, ranging from 25% to 100% of fees depending on the member state.",[239,247,251,236,505,506,507,508,509,510,511,512],"non-disclosure-agreement-nda-D12692","service-agreement-D12711","intellectual-property-assignment-D5229","non-solicitation-agreement-D13849","fixed-term-contract-D13225","confidentiality-agreement-D950","team-work-agreement-D13888","invoice-D12538",{"emit_how_to":192,"emit_defined_term":192},{"primary_folder":94,"secondary_folder":515,"document_type":516,"industry":517,"business_stage":518,"tags":519,"confidence":525},"employment-and-contractors","agreement","general","all-stages",[520,521,522,523,524],"contractor","non-compete","confidentiality","exclusive-agreement","ip-assignment",0.95,"\u003Ch2>What is an Exclusive Contractor Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>Exclusive Contractor Agreement\u003C/strong> is a legally binding contract between a hiring company and an independent contractor that governs the terms of the engagement and includes an \u003Cstrong>exclusivity clause\u003C/strong> restricting the contractor from performing substantially similar services for competitors, named rivals, or other clients within a defined industry or geography during the contract term. Unlike a standard independent contractor agreement, which permits the contractor to work for multiple clients simultaneously, an exclusive agreement dedicates the contractor's services — or a defined portion of them — to the hiring company for the duration of the engagement. The agreement also covers deliverables, compensation, intellectual property assignment, confidentiality, non-solicitation, and termination, creating a comprehensive legal framework for a high-trust, high-stakes contractor relationship.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Engaging a contractor without an exclusivity agreement exposes your business on multiple fronts: the contractor may simultaneously develop similar work for a direct competitor, the IP they create may not legally belong to you, and there is nothing stopping them from approaching your clients the day the engagement ends. Without documented exclusivity, you have no enforceable basis to demand the contractor's focused availability or to prevent them from taking your trade secrets to a rival. The cost of discovering this after a product launch, campaign, or strategic initiative has been shared with a competitor is vastly higher than the cost of executing a well-drafted agreement before work begins. This template gives you a ready-to-use, jurisdiction-aware starting point that captures the exclusivity scope, IP ownership, and post-engagement restrictions in a single signed document — so your contractor relationship is protected from day one.\u003C/p>\n",1778773487264]