[{"data":1,"prerenderedAt":529},["ShallowReactive",2],{"document-independent-contractor-agreement-for-programming-services-D820":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":181,"customdescription":6,"mdFm":182,"mdProseHtml":528},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"INDEPENDENT CONTRACTOR AGREEMENT FOR PROGRAMMING SERVICES This Independent Contractor Agreement for Programming Services (\"Agreement\") is made this [Date], BETWEEN: [PROGRAMMER NAME] (the \"Programmer\"), an individual with his main address located at OR a corporation 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 \"Developer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS WHEREAS, Developer is in the business of authoring websites and performing related services for clients like the Developer (\"Developers\"). WHEREAS, Developer has the needs from time to time to retain the services of a programmer to create certain functional components to be integrated into the overall website design. WHEREAS, Programmer has background and experience in performing certain programming services that may be needed by the Developer from time to time. WHEREAS, Developer desires to engage Programmer as an independent contractor to perform programming services for Developer and Programmer is willing to perform such services, 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: TERM 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 INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Programmer shall have an independent contractor status and not be an employee for any purposes, including, but not limited to [laws]. Programmer 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 Developer shall not be liable for any obligations incurred by Programmer unless specifically authorized in writing. Programmer shall not act as an agent of the Developer, ostensibly or otherwise, nor bind the Developer in any manner, unless specifically authorized to do so in writing. PROGRAMMING SERVICES Engagement and Services Developer hereby engages Programmer, and Programmer accepts such engagement, subject to the terms and conditions contained herein, to perform for Developer the services described in Attachment A (the \"Services\"). Scope of Work The parties intend that this Agreement shall act as a \"master\" agreement and that the terms hereof shall govern all services that are performed by the Programmer for the Developer, unless of course the parties specifically agree that this Agreement shall not apply in a separate written agreement signed by authorized representative of both parties. The precise activities to be performed in each assigned task shall be included in separate \"work orders\" that shall be signed by both parties. Unless the work orders specify otherwise, the work orders shall be subject to the terms and conditions of this Agreement. Each work order shall be successively numbered. Each work order shall set forth a description and specifications of the work to be performed and the compensation to be paid to the Programmer for such services. Deliverables; Specifications Programmer shall use its best efforts to meet any delivery dates for Deliverables set forth in the work order(s), and to deliver Deliverables to Developer that conforms to any project specifications set forth in such Attachment(s). Programmer warrants that the Services will he performed promptly, diligently and in accordance with all reasonable professional standards for similar services, by the individual executing this Agreement. Deliverables shall include all computer programming code (in both object and source code form), scripts, all documentation and other written material relative thereto, and all other materials, items, media called for by the specifications or any work order. Reasonable diligence Programmer shall use reasonable diligence to promptly perform the services described herein and to meet any delivery dates or project deadlines agreed to by the parties and to provide services that are in compliance with agreed specifications and project parameters. All services shall be provided in a professional and workmanlike manner and in compliance with standard industry standards and by qualified and experienced personnel secured by the Programmer. Programmer represents and warrants that it has no current commitments or obligations that will conflict with or otherwise interfere with or impede the performance of the services called for under this Agreement. Work progress Programmer shall continually communicate with the Developer regarding progress made by the Programmer in performing the services. Upon request from the Developer, Programmer shall prepare and deliver to the Developer written reports summarizing progress in providing the services called for in this Agreement. Exclusivity Programmer agrees that Programmer shall be prohibited from direct contact with any Developer without the advanced written consent of the Developer, it being the intent and desire of the parties that the Developer act as the sole liaison with the Developer. COMPENSATION Payment of Compensation Compensation relative to each work order shall be set forth in the relevant work order. The work order shall also include a payment schedule. Programmer 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 Programmer in the following time, place, and manner: [Describe] Expenses Developer shall not be responsible for any expenses in addition to the compensation set forth in any work order unless specifically agreed in such work order. OWNERSHIP AND USE OF PROPRIETARY PROPERTY Proprietary rights acknowledgment Programmer expressly acknowledges and agrees that any and all proprietary materials created by Programmer in the scope of providing service hereunder shall be created as \"works made for hire\" as defined in the [country] Copyright Act and that Developer shall be the true and lawful owner of all copyrights and other proprietary rights in and to such items and shall be considered to be the sole and exclusive author of such materials within the meaning of the [country] Copyright Act. These items shall include, but shall not necessarily be limited to any and all deliverables resulting from the Programmer's services or contemplated by this Agreement, all tangible results and proceeds of the Programmer's services, work in progress, records, diagrams, notes, drawings, specifications, schematics, documents, designs, improvements, inventions, discoveries, developments, trademarks, trade secrets, customer lists, databases, software, programs, middleware, applications, solutions, (collectively referred to as \"Proprietary Products\") conceived, made or discovered by Programmer, solely or in collaboration with others, during the period of this Agreement. Furthermore, Programmer agrees to execute any and all documents and take all other actions necessary to vest full rights and ownership of such materials and the copyrights, patents, or other proprietary rights therefore in the Developer, including but not limited to executing confirmations of the work for hire status of the Programmer, executing copyright assignments irrevocably and fully assigning all copyrights to the Developer",null,"Independent Contractor Agreement For Programming Services","8",77,"doc","https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement_for-programming-services-D820.png","https://templates.business-in-a-box.com/imgs/250px/820.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#820.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Software & Technology","/templates/software-technology-business/",{"label":20,"url":21},"E-Commerce","/templates/ecommerce-business/","independent contractor agreement for programming services","Independent Contractor Agreement For Programming Services Template","https://templates.business-in-a-box.com/imgs/400px/820.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,34],{"label":27,"url":28},{"label":32,"url":33},"Legal Agreements","/templates/business-legal-agreements/",{"label":35,"url":36},"Employment & Contractors","/templates/employment-and-contractors/",[38,42,46,50,54,58,62,66,70,74,78,82,86,101,118,136,149,166],{"label":39,"url":40,"thumb":41,"extension":10},"Independent Contractor Agreement","/template/independent-contractor-agreement-D160","https://templates.business-in-a-box.com/imgs/250px/160.png",{"label":43,"url":44,"thumb":45,"extension":10},"Acknowledgment of Independent Contractor","/template/acknowledgment-of-independent-contractor-D138","https://templates.business-in-a-box.com/imgs/250px/138.png",{"label":47,"url":48,"thumb":49,"extension":10},"Real Estate Salesman Independent Contractor Agreement","/template/real-estate-salesman-independent-contractor-agreement-D1198","https://templates.business-in-a-box.com/imgs/250px/1198.png",{"label":51,"url":52,"thumb":53,"extension":10},"Exclusive Contractor Agreement","/template/exclusive-contractor-agreement-D12807","https://templates.business-in-a-box.com/imgs/250px/12807.png",{"label":55,"url":56,"thumb":57,"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":59,"url":60,"thumb":61,"extension":10},"Fulfillment Services Agreement","/template/fulfillment-services-agreement-D159","https://templates.business-in-a-box.com/imgs/250px/159.png",{"label":63,"url":64,"thumb":65,"extension":10},"Administrative Services Agreement 2","/template/administrative-services-agreement-2-D139","https://templates.business-in-a-box.com/imgs/250px/139.png",{"label":67,"url":68,"thumb":69,"extension":10},"Administrative Services Agreement 3","/template/administrative-services-agreement-3-D5226","https://templates.business-in-a-box.com/imgs/250px/5226.png",{"label":71,"url":72,"thumb":73,"extension":10},"Agreement with Provider of Network Services","/template/agreement-with-provider-of-network-services-D5159","https://templates.business-in-a-box.com/imgs/250px/5159.png",{"label":75,"url":76,"thumb":77,"extension":10},"Management and Administrative Services Agreement","/template/management-and-administrative-services-agreement-D164","https://templates.business-in-a-box.com/imgs/250px/164.png",{"label":79,"url":80,"thumb":81,"extension":10},"Services Agreement With Royalties or Commission","/template/services-agreement-with-royalties-or-commission-D171","https://templates.business-in-a-box.com/imgs/250px/171.png",{"label":83,"url":84,"thumb":85,"extension":10},"Administrative Services Agreement","/template/administrative-services-agreement-D850","https://templates.business-in-a-box.com/imgs/250px/850.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":95,"keywords":99,"url":100},"CUSTOM SOFTWARE DEVELOPMENT AGREEMENT This Custom Software Development Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [CUSTOMER NAME] (the \"Customer\"), a corporation 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 \"Developer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS WHEREAS Customer wishes to [DESCRIBE NEEDS TO BE ADDRESSED], and wants to hire Developer to develop these custom software packages, and; WHEREAS Developer desires to develop these custom software packages for Customer: NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the parties hereto, intending, to be legally bound, agree as follows: Purpose of Agreement Customer desires to retain Developer as an independent contractor to develop the computer software (the \"Software\") described in the Functional Specifications contained in Exhibit A attached to and made part of this Agreement. Developer is ready, willing and able to undertake the development of the Software and agrees to do so under the terms and conditions set forth in this Agreement. Preparation of Development Plan Developer shall prepare a development plan (\"Development Plan\") for the Software, satisfying the requirements set forth in the Functional Specifications. The Development Plan shall include: Detailed Specifications for the Software; A listing of all items to be delivered to Customer under this Agreement (\"Deliverables\"); A delivery schedule containing a delivery date for each Deliverable; and A payment schedule setting forth the amount and time of Developer's compensation. ACCEPTANCE OF DEVELOPMENT PLAN Developer shall deliver the Development Plan to Customer by [DEVELOPMENT PLAN DEADLINE]. Customer shall have [NUMBER] days to review the Development Plan. Upon approval of the Development Plan by Customer, it will be marked as Exhibit B and will be deemed by both parties to have become a part of this Agreement and will be incorporated by reference. Developer shall then commence development of Software that will substantially conform to the requirements set forth in the Development Plan. If the Development Plan is in Customer's reasonable judgment unsatisfactory in any material respect, Customer shall prepare a detailed written description of the objections. Customer shall deliver such objections to Developer within [NUMBER] days of receipt of the Development Plan. Developer shall then have [NUMBER] days to modify the Development Plan to respond to Customer's objections. Customer shall have [NUMBER] days to review the modified Development Plan. If Customer deems the modified Development Plan to be unacceptable, Customer has the option of terminating this Agreement upon written notice to Developer or permitting Developer to modify the Development Plan again under the procedure outlined in this paragraph. If this Agreement is terminated, the obligations of both parties under it shall end except for Customer's obligation to pay Developer all sums due for preparing the Development Plan and the ongoing obligations of confidentiality set forth in the provision of this Agreement entitled \"Confidentiality.\" Payment for Development Plan If the Development Plan is not accepted by Customer and Customer terminates this Agreement, Developer shall be entitled to compensation on a time and materials basis at an hourly rate of [HOURLY RATE] plus expenses to the date of termination. Developer shall submit an invoice detailing its time and expenses preparing the Development Plan. If the invoice amount is less than the amounts paid to Developer prior to termination, Developer shall promptly return the excess to Customer. If the invoice amount exceeds the amounts paid to Developer prior to termination, Customer shall promptly pay Developer the difference. However, Developer's total compensation for preparing the Development Plan shall not exceed [AMOUNT]. Payment [TIME AND MATERIALS AGREEMENT] Developer shall be compensated at the rate of [RATE] per hour [OR \"day,\" \"week,\" \"month\"]. Payment will be made within [NUMBER OF DAYS] days of Developer's submission of an invoice for work completed. [OPTIONAL: \"Unless otherwise agreed upon in writing by Customer, Customer's maximum liability for all services performed during the term of this Agreement shall not exceed [MAXIMUM AMOUNT].\"] OR [FIXED PRICE AGREEMENT] The total contract price shall be set forth in the Development Plan. Customer shall pay the Developer the sum of [INITIAL AMOUNT] upon execution of this Agreement and the sum of [AMOUNT IF PLAN APPROVED] upon Customer's approval of the Development Plan. The remainder of the contract price shall be payable in installments according to the payment schedule to be included in the Development Plan. Each installment shall be payable upon completion of each project phase by Developer and acceptance by Customer in accordance with the provision of this Agreement entitled \"Acceptance Testing of Software.\" Payment of Developer's Costs Customer shall reimburse Developer for all out-of-pocket expenses incurred by Developer in performing services under this Agreement. Such expenses include, but are not limited, to: All communications charges Costs for providing conversion services for converting Customer's database Media costs Travel expenses other than normal commuting, including airfares, rental vehicles, and highway mileage in company or personal vehicles at [cents per mile] Other expenses resulting from the work performed under this Agreement. Developer shall submit an itemized statement of Developer's expenses. Customer shall pay Developer within [NUMBER] days from the date of each statement. Late Fees Late payments by Customer shall be subject to late penalty fees of [%] per month from the due date until the amount is paid. Materials Customer shall make available to Developer, at Customer's expense, the following materials, facilities and equipment: [LIST] These items will be provided to Customer by [DATE]. Changes in Project Scope If at any time following acceptance of the Development Plan by Customer, Customer should desire a change in Developer's performance under this Agreement that will alter or amend the Specifications or other elements of the Development Plan, Customer shall submit to Developer a written proposal specifying the desired changes. Developer will evaluate each such proposal at its standard rates and charges. Developer shall submit to Customer a written response to each such proposal within [NUMBER] working days following receipt thereof. Developer's written response shall include a statement of the availability of Developer's personnel and resources, as well as any impact the proposed changes will have on the contract price, delivery dates or warranty provisions of this Agreement. Changes to the Development Plan shall be evidenced by a \"Development Plan Modification Agreement.\" The Development Plan Modification Agreement shall amend the Development Plan appropriately to incorporate the desired changes and acknowledge any effect of such changes on the provisions of this Agreement. The Development Plan Modification Agreement shall be signed by authorized representatives of Customer and Developer, whereupon Developer shall commence performance in accordance with it. Should Developer not approve the Development Plan Modification Agreement as written, Developer will so notify Customer within [NUMBER] working days of Developer's receipt of the Development Plan Modification Agreement. Developer shall not be obligated to perform any services beyond those called for in the Development Plan prior to its approval of the Development Plan Modification Agreement.","Custom Software Development Agreement","16",116,"https://templates.business-in-a-box.com/imgs/1000px/custom-software-development-agreement-D787.png","https://templates.business-in-a-box.com/imgs/250px/787.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#787.xml",{"title":6,"description":6},[96,98],{"label":17,"url":97},"software-technology-business",{"label":17,"url":97},"custom software development agreement","/template/custom-software-development-agreement-D787",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":105,"extension":10,"preview":106,"thumb":107,"svgFrame":108,"seoMetadata":109,"parents":111,"keywords":110,"url":117},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing 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] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. 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",513,"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":110,"description":6},"non disclosure agreement nda",[112,114],{"label":32,"url":113},"business-legal-agreements",{"label":115,"url":116},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":119,"descriptionCustom":6,"label":120,"pages":121,"size":105,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":127,"keywords":126,"url":135},"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. RESTRICTIVE COVENANTS","Employment Agreement_At Will Employee","7","https://templates.business-in-a-box.com/imgs/1000px/employment-agreement_at-will-employee-D541.png","https://templates.business-in-a-box.com/imgs/250px/541.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#541.xml",{"title":126,"description":6},"employment agreement_at will employee",[128,131,134],{"label":129,"url":130},"Human Resources","human-resources",{"label":132,"url":133},"Hire an Employee","hire-employee",{"label":32,"url":113},"/template/employment-agreement_at-will-employee-D541",{"description":137,"descriptionCustom":6,"label":138,"pages":139,"size":105,"extension":10,"preview":140,"thumb":141,"svgFrame":142,"seoMetadata":143,"parents":145,"keywords":144,"url":148},"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","6","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":144,"description":6},"service agreement",[146,147],{"label":32,"url":113},{"label":32,"url":113},"/template/service-agreement-D12711",{"description":150,"descriptionCustom":6,"label":151,"pages":104,"size":105,"extension":10,"preview":152,"thumb":153,"svgFrame":154,"seoMetadata":155,"parents":157,"keywords":164,"url":165},"STATEMENT OF WORK COMPANY NAME CLIENT NAME PROJECT NAME PROJECT MANAGER START DATE END DATE SCOPE OF WORK Describe this project in as much detail as possible. PROJECT OBJECTIVES Objective #1 Objective #2 Objective #3 Objective #4 TEAM ","Statement Of Work","https://templates.business-in-a-box.com/imgs/1000px/statement-of-work-D12981.png","https://templates.business-in-a-box.com/imgs/250px/12981.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12981.xml",{"title":156,"description":6},"statement of work",[158,161],{"label":159,"url":160},"Sales & Marketing","sales-marketing",{"label":162,"url":163},"Marketing Plan","marketing-plan","statement work","/template/statement-of-work-D12981",{"description":167,"descriptionCustom":6,"label":168,"pages":121,"size":169,"extension":10,"preview":170,"thumb":171,"svgFrame":172,"seoMetadata":173,"parents":174,"keywords":179,"url":180},"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},[175,176],{"label":32,"url":113},{"label":177,"url":178},"Transfer & Assignment Agreements","transfer-assignment-agreement","intellectual property assignment","/template/intellectual-property-assignment-D5229",false,{"seo":183,"reviewer":195,"quick_facts":199,"at_a_glance":202,"personas":206,"variants":231,"glossary":256,"clauses":290,"how_to_fill":341,"common_mistakes":382,"faqs":407,"industries":435,"comparisons":459,"diy_vs_lawyer":474,"jurisdictions":487,"related_template_ids_curated":508,"schema":516,"classification":517},{"meta_title":184,"meta_description":185,"primary_keyword":22,"secondary_keywords":186},"Independent Contractor Agreement For Programming | Free Word Download","Free independent contractor agreement for programming services. Covers IP ownership, deliverables, payment, confidentiality, and termination.",[187,188,189,190,191,192,193,194],"programming services contractor agreement template","software developer independent contractor agreement","freelance developer contract template","programming contract template word","independent contractor agreement template free","software development contractor agreement","freelance programming contract","developer services agreement template",{"name":196,"credential":197,"reviewed_date":198},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":200,"legal_review_recommended":201,"signature_required":201},"advanced",true,{"what_it_is":203,"when_you_need_it":204,"whats_inside":205},"An Independent Contractor Agreement for Programming Services is a legally binding contract between a company or individual client and a freelance software developer or programming contractor that defines the scope of work, payment terms, IP ownership, confidentiality, and the conditions under which either party may end the relationship. This free Word download is editable online and exportable as PDF — ready to execute before any line of code is written.\n","Use it whenever you engage a freelance developer, offshore programming team, or independent software engineer for a project — whether that is a one-time build, ongoing feature development, or a sprint-based retainer. It is especially critical when the work involves proprietary code, trade secrets, or customer data.\n","Scope of services and deliverables, payment schedule and rates, IP assignment and work-for-hire provisions, confidentiality and non-disclosure obligations, contractor status and tax classification, termination rights, warranties and liability limitations, and governing law.\n",[207,211,215,219,223,227],{"title":208,"use_case":209,"icon_asset_id":210},"Startup founders","Protecting IP ownership when contracting a freelance developer to build an MVP","persona-startup-founder",{"title":212,"use_case":213,"icon_asset_id":214},"Small business owners","Engaging a programmer to build or maintain a website or internal tool","persona-small-business-owner",{"title":216,"use_case":217,"icon_asset_id":218},"Product managers","Formalizing scope and deliverables for a contracted sprint or feature build","persona-product-manager",{"title":220,"use_case":221,"icon_asset_id":222},"CTOs and engineering leads","Onboarding offshore or freelance developers with enforceable IP and confidentiality terms","persona-cto",{"title":224,"use_case":225,"icon_asset_id":226},"Freelance developers","Establishing clear payment terms, scope boundaries, and liability limits before work begins","persona-freelancer",{"title":228,"use_case":229,"icon_asset_id":230},"Digital agencies","Subcontracting programming work to specialist developers under enforceable written terms","persona-agency",[232,236,240,243,246,249,253],{"situation":233,"recommended_template":234,"slug":235},"Hiring a developer for a single fixed-scope project with a defined deliverable","Fixed-Price Programming Services Agreement","independent-contractor-agreement-for-programming-services-D820",{"situation":237,"recommended_template":238,"slug":239},"Engaging a developer on an ongoing hourly or monthly retainer","Software Development Retainer Agreement","custom-software-development-agreement-D787",{"situation":241,"recommended_template":39,"slug":242},"Contracting a general freelancer (non-programming) for project work","independent-contractor-agreement-D160",{"situation":244,"recommended_template":245,"slug":239},"Engaging a full software development firm rather than an individual","Software Development Agreement",{"situation":247,"recommended_template":248,"slug":242},"Hiring a developer who will also be given access to client data","Independent Contractor Agreement with NDA",{"situation":250,"recommended_template":251,"slug":252},"Bringing a contractor on for a trial period before a full-time offer","Probationary Employment Contract","temporary-employment-contract-D12734",{"situation":254,"recommended_template":255,"slug":242},"Engaging a UX or UI designer alongside the developer","Graphic Designer Independent Contractor Agreement",[257,260,263,266,269,272,275,278,281,284,287],{"term":258,"definition":259},"Independent Contractor","A self-employed individual who performs services for a client under a contract but is not an employee — they control how and when their work is done.",{"term":261,"definition":262},"Work for Hire","A legal doctrine under which work created by a contractor at a client's request is deemed owned by the client from the moment of creation, provided specific conditions are met in the contract.",{"term":264,"definition":265},"IP Assignment","A clause in which the contractor explicitly transfers ownership of all code, software, and related intellectual property created under the agreement to the client.",{"term":267,"definition":268},"Deliverable","A specific, agreed-upon output — such as a completed feature, application module, or codebase — that the contractor must produce by a defined date.",{"term":270,"definition":271},"Scope of Work","A written description of the specific programming tasks, technologies, and outputs the contractor is engaged to produce under the agreement.",{"term":273,"definition":274},"Milestone Payment","A payment tied to the completion and acceptance of a defined deliverable or project phase, rather than a fixed calendar date.",{"term":276,"definition":277},"Confidential Information","Non-public information — including source code, product roadmaps, customer data, and business strategy — that the contractor agrees not to disclose or use outside the engagement.",{"term":279,"definition":280},"Non-Solicitation Clause","A restriction preventing the contractor from directly approaching the client's employees or customers to offer competing services for a defined period after the engagement ends.",{"term":282,"definition":283},"Kill Fee","Compensation paid to the contractor if the client terminates the agreement early without cause, typically calculated as a percentage of the remaining contract value.",{"term":285,"definition":286},"Indemnification","A contractual obligation by which one party agrees to compensate the other for specific losses — such as third-party IP infringement claims arising from the contractor's delivered code.",{"term":288,"definition":289},"Limitation of Liability","A clause capping the maximum financial exposure of either party under the contract, typically set at the total fees paid in the preceding 12 months.",[291,296,301,306,311,316,321,326,331,336],{"name":292,"plain_english":293,"sample_language":294,"common_mistake":295},"Parties and contractor status","Identifies the client and the contractor as legal entities, explicitly states that the contractor is an independent contractor and not an employee, and confirms they are responsible for their own taxes and benefits.","[CONTRACTOR NAME] ('Contractor') is engaged by [CLIENT LEGAL NAME] ('Client') as an independent contractor. Nothing in this Agreement shall be construed to create an employment, partnership, or joint venture relationship. Contractor is solely responsible for all federal, state, and local taxes on compensation received under this Agreement.","Using a job title or language that implies employment — terms like 'staff developer' or 'our developer' in contract text can be used in misclassification disputes, triggering back taxes and benefit liability.",{"name":297,"plain_english":298,"sample_language":299,"common_mistake":300},"Scope of services and deliverables","Defines exactly what programming work the contractor will perform, the technologies to be used, and the specific deliverables they must produce, referenced in an attached Statement of Work.","Contractor shall perform the programming services described in Schedule A ('Statement of Work'), including all deliverables, acceptance criteria, and milestones set out therein. Any change to the scope must be agreed in writing by both parties via a Change Order.","Leaving scope defined only in email threads rather than a signed Schedule A. Scope creep is unenforceable without a written baseline, and disputes over 'out of scope' work are the most common source of contractor payment conflicts.",{"name":302,"plain_english":303,"sample_language":304,"common_mistake":305},"Compensation and payment schedule","States the rate (hourly, fixed-fee, or milestone-based), invoicing frequency, payment terms, and any late-payment interest or kill fee for early termination.","Client shall pay Contractor [RATE TYPE] of $[AMOUNT], payable within [NET 15 / NET 30] days of receipt of a compliant invoice. Milestones and acceptance criteria are set out in Schedule A. Late payments accrue interest at [1.5]% per month from the due date.","Omitting milestone acceptance criteria. Without a definition of 'done,' clients withhold final payments indefinitely while contractors claim full completion — a dispute with no objective resolution.",{"name":307,"plain_english":308,"sample_language":309,"common_mistake":310},"Intellectual property assignment","Transfers ownership of all work product — code, documentation, databases, and related IP — created under the agreement from the contractor to the client, and confirms the contractor retains no rights to the delivered work.","Contractor hereby irrevocably assigns to Client all right, title, and interest in all work product, source code, object code, documentation, and inventions created in connection with this Agreement. To the extent any work product qualifies as a 'work made for hire' under applicable copyright law, it is deemed owned by Client from creation.","Relying on work-for-hire doctrine alone without an explicit assignment clause. In the US, work-for-hire applies to employees automatically but requires specific written contract language for independent contractors — omitting the assignment clause leaves ownership in legal ambiguity.",{"name":312,"plain_english":313,"sample_language":314,"common_mistake":315},"Contractor's pre-existing IP and open-source components","Identifies any tools, libraries, or pre-existing code the contractor owns and will incorporate into the deliverables, and licenses those components to the client without transferring ownership.","Notwithstanding the IP assignment above, Contractor retains ownership of the tools, libraries, and pre-existing code listed in Schedule B ('Pre-Existing IP'). Contractor grants Client a perpetual, royalty-free, non-exclusive license to use Pre-Existing IP solely as incorporated in the deliverables.","No Schedule B at all — leaving the boundary between assigned IP and retained contractor tools undefined. A contractor can later claim that a core component of the delivered software is their pre-existing IP and demand royalties or deny the client license to use it.",{"name":317,"plain_english":318,"sample_language":319,"common_mistake":320},"Confidentiality and non-disclosure","Prohibits the contractor from disclosing or using the client's confidential information — including source code, product plans, business data, and customer information — during and after the engagement.","Contractor shall hold all Confidential Information of Client in strict confidence and shall not disclose it to any third party or use it for any purpose other than performing services under this Agreement. This obligation survives termination for a period of [3] years.","No definition of Confidential Information. Courts require reasonable specificity — a clause that calls 'everything' confidential is often narrowed or voided, leaving genuinely sensitive technical information unprotected.",{"name":322,"plain_english":323,"sample_language":324,"common_mistake":325},"Representations and warranties","The contractor warrants that the delivered code is original, does not infringe third-party IP, is free of known malware, and meets the specifications in the Statement of Work.","Contractor warrants that: (a) the work product is original and does not infringe any third-party intellectual property rights; (b) it does not contain malicious code, backdoors, or unauthorized access mechanisms; and (c) it materially conforms to the specifications in Schedule A for a period of [90] days from delivery.","No warranty period at all. Without a defined post-delivery warranty window, the contractor has no contractual obligation to fix defects discovered after acceptance — leaving the client to pursue breach-of-contract claims at their own expense.",{"name":327,"plain_english":328,"sample_language":329,"common_mistake":330},"Termination and wind-down","States the notice period for termination by either party, the conditions that allow immediate termination for cause, what happens to in-progress work on termination, and any kill fee owed.","Either party may terminate this Agreement with [14] days' written notice. Client may terminate immediately for Cause (including material breach, fraud, or delivery of infringing code). On termination, Contractor shall deliver all completed work product to Client within [5] business days. If Client terminates without Cause, Client shall pay a kill fee equal to [25]% of remaining milestone fees.","No handover obligation on termination. Without a code-delivery clause, a terminated contractor may withhold repository access or partially completed work, leaving the client with no usable code and no practical remedy.",{"name":332,"plain_english":333,"sample_language":334,"common_mistake":335},"Limitation of liability and indemnification","Caps each party's financial exposure under the contract and requires the contractor to indemnify the client against third-party IP infringement claims arising from the delivered code.","Neither party shall be liable for indirect, incidental, or consequential damages. Each party's aggregate liability under this Agreement shall not exceed the total fees paid in the [12] months preceding the claim. Contractor shall indemnify and defend Client against third-party claims alleging that the work product infringes any patent, copyright, or trade secret.","No carve-out from the liability cap for indemnification obligations. Capping indemnification at total fees paid can leave the client exposed to a third-party IP claim that far exceeds what they paid the contractor — consider a separate, higher cap or uncapped indemnity for IP infringement.",{"name":337,"plain_english":338,"sample_language":339,"common_mistake":340},"Governing law and dispute resolution","Specifies which jurisdiction's law governs the contract and whether disputes are resolved by arbitration, mediation, or litigation.","This Agreement is governed by the laws of [STATE / PROVINCE / COUNTRY]. Any dispute shall first be submitted to non-binding mediation. If unresolved within [30] days, it shall be resolved by binding arbitration administered by [AAA / JAMS] in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction.","Choosing a governing law state with no connection to either party's location. If the contractor is in New York and the client is in California, a Delaware governing-law clause may be disregarded in favor of the state where enforcement is sought — and California's labor and IP laws may apply regardless.",[342,347,352,357,362,367,372,377],{"step":343,"title":344,"description":345,"tip":346},1,"Enter the full legal names and contact details of both parties","Use the contractor's legal name or registered business name — not a username or trade name — and the client's registered entity name. Include each party's address and primary contact for notices.","If the contractor operates through a single-member LLC, use the LLC name as the contracting party. This limits the contractor's personal liability and reinforces the independent contractor classification.",{"step":348,"title":349,"description":350,"tip":351},2,"Attach a detailed Statement of Work as Schedule A","List every deliverable by name, the technology stack, acceptance criteria, due dates, and milestone payment amounts. The more specific the scope, the harder it is for either party to claim ambiguity later.","Use user stories or acceptance tests as acceptance criteria — 'the login feature passes all unit tests in the test suite' is more enforceable than 'the login feature works correctly.'",{"step":353,"title":354,"description":355,"tip":356},3,"Set the rate, invoice cadence, and payment terms","Choose hourly, fixed-fee, or milestone-based compensation and state the exact amounts. Set a specific net-payment period (Net 15 is standard for freelance work) and include late-payment interest of 1–2% per month.","For projects over $10,000, structure at least 30% of the fee as an upfront deposit — it commits the client financially and gives the contractor working capital before delivery.",{"step":358,"title":359,"description":360,"tip":361},4,"Complete the IP assignment and Schedule B for pre-existing IP","Confirm the IP assignment clause covers all code, documentation, and derivative works. In Schedule B, list any reusable libraries, frameworks, or tools the contractor will incorporate but retain ownership of.","Ask the contractor to disclose all open-source components and their licenses before signing. GPL-licensed code incorporated into proprietary software can trigger a viral licensing obligation that forces the client to open-source their product.",{"step":363,"title":364,"description":365,"tip":366},5,"Define confidential information and the survival period","List the categories of information that qualify as confidential — source code, product roadmaps, customer data, pricing, and technical architecture. Set the post-engagement confidentiality period at two to three years.","If the contractor will have access to production databases or customer PII, add a data processing addendum or GDPR/CCPA-specific annex as a separate schedule.",{"step":368,"title":369,"description":370,"tip":371},6,"Set termination notice, kill fee, and handover obligations","Define the notice period (14 days is standard for short projects; 30 days for long-term engagements), the kill fee percentage for client-initiated early termination, and the contractor's obligation to deliver all code and credentials within five business days of notice.","Include a specific clause requiring the contractor to transfer all repository access, API keys, and third-party service accounts — not just the code files — on termination.",{"step":373,"title":374,"description":375,"tip":376},7,"Choose the governing law and dispute mechanism","Select the jurisdiction where the client is located as the governing law for most domestic engagements. For cross-border contracts, consider a neutral arbitration venue and specify the arbitration rules (AAA, JAMS, or ICC).","If the contractor is in California, do not include a non-compete clause — California courts will void it entirely, and its presence may create grounds to challenge other provisions.",{"step":378,"title":379,"description":380,"tip":381},8,"Execute before any work begins","Both parties must sign the agreement and all schedules before the contractor writes a single line of code. Post-start signatures create fresh-consideration problems that can void IP assignment and confidentiality provisions.","Use Business in a Box eSign to timestamp execution and store the fully executed agreement in BIB Drive for each engagement.",[383,387,391,395,399,403],{"mistake":384,"why_it_matters":385,"fix":386},"No IP assignment clause — relying on work-for-hire alone","In the US, work-for-hire doctrine applies automatically to employees but requires explicit written contract language for independent contractors. Without a signed IP assignment, the contractor legally owns the code they wrote, even if you paid for it.","Include both a work-for-hire designation and a separate assignment clause that transfers all right, title, and interest to the client. The belt-and-suspenders approach closes the gap under US copyright law and most international equivalents.",{"mistake":388,"why_it_matters":389,"fix":390},"Scope defined only in emails, not in a signed Schedule A","Informal scope agreements are nearly impossible to enforce. Disputes over what was included, what constitutes completion, and what qualifies as a change are the single most common cause of contractor payment conflicts.","Move all scope, deliverables, acceptance criteria, and milestones into a Schedule A that both parties sign at the same time as the main agreement.",{"mistake":392,"why_it_matters":393,"fix":394},"Using employment language in the contract body","Terms like 'employee,' 'staff,' 'our team member,' or 'working hours' in the contract text are used as evidence in worker misclassification audits by the IRS, DOL, and state labor boards, triggering back taxes, penalties, and retroactive benefit obligations.","Use 'Contractor,' 'engage,' and 'services' throughout. Confirm the contractor controls their own schedule, tools, and methods in a dedicated contractor-status clause.",{"mistake":396,"why_it_matters":397,"fix":398},"No open-source disclosure requirement before signing","A contractor who incorporates GPL or AGPL-licensed components into your proprietary codebase can trigger a viral license obligation that requires you to open-source your entire product — a consequence that cannot be undone after delivery.","Add a pre-signing disclosure obligation requiring the contractor to list all open-source components and licenses they intend to use, and a warranty that no copyleft-licensed code will be incorporated without prior written approval.",{"mistake":400,"why_it_matters":401,"fix":402},"No code handover clause on termination","Without a written obligation to deliver all code, credentials, and access on termination, a contractor who disputes their final invoice can withhold repository access indefinitely while you have no usable codebase.","Include a termination clause requiring the contractor to deliver all work product, transfer repository access, and hand over all third-party service credentials within five business days of any notice of termination.",{"mistake":404,"why_it_matters":405,"fix":406},"Liability cap that covers indemnification obligations","If the contractor delivers code that infringes a patent or incorporates stolen source code, the resulting third-party claim could easily exceed total fees paid. A standard liability cap applied to indemnification leaves the client fully exposed above the cap amount.","Carve out IP indemnification obligations from the general liability cap, or set a separate, higher cap specifically for indemnification claims — typically two to three times the total contract value.",[408,411,414,417,420,423,426,429,432],{"question":409,"answer":410},"What is an independent contractor agreement for programming services?","An independent contractor agreement for programming services is a legally binding contract between a client and a freelance developer or programming contractor that defines the scope of work, payment terms, IP ownership, confidentiality obligations, and termination rights. It establishes that the developer is not an employee, that the client owns the code produced, and that both parties have clear obligations and remedies if things go wrong. It is the foundational document for any software development engagement outside of a direct employment relationship.\n",{"question":412,"answer":413},"Who owns the code when I hire a freelance programmer?","Without a written contract, ownership depends on jurisdiction and circumstances — and in most cases defaults to the contractor, not the client. In the US, copyright in original works belongs to the creator unless there is a written work-for-hire agreement or an explicit IP assignment. A properly drafted independent contractor agreement transfers full ownership of all delivered code to the client at the moment of creation. Without one, you may have paid for code you do not own.\n",{"question":415,"answer":416},"Do I need a separate NDA if my contractor agreement has a confidentiality clause?","A confidentiality clause in the contractor agreement generally provides the same protection as a standalone NDA for work performed under that agreement. A separate NDA is useful when you need to share confidential information during a pre-contract evaluation period — before signing the main agreement — or when you want a simpler document to sign quickly. For active engagements, the contractor agreement's confidentiality clause is typically sufficient, provided it is specific about what qualifies as confidential and how long the obligation survives.\n",{"question":418,"answer":419},"What is the difference between a fixed-price and hourly contractor agreement?","A fixed-price agreement pays the contractor a set amount for a defined deliverable, regardless of time spent — the contractor bears the risk of underestimating complexity. An hourly agreement pays for time at an agreed rate — the client bears the risk of scope expansion. For well-defined, discrete projects (build this feature to this spec), fixed-price with milestones is generally lower risk for clients. For exploratory or ongoing work where scope evolves, hourly or retainer arrangements are more appropriate.\n",{"question":421,"answer":422},"Can I include a non-compete clause in a programming contractor agreement?","In most US states, a reasonable non-compete restricting the contractor from working for direct competitors for six to twelve months is enforceable if supported by adequate consideration. California, Minnesota, and several other states ban or severely limit post-engagement non-competes for contractors. In the UK and EU, non-competes must be reasonable in scope and duration and typically require compensation to the contractor to be enforceable. A non-solicitation clause — preventing the contractor from poaching clients or staff — is more consistently enforceable across jurisdictions and is worth including in most agreements.\n",{"question":424,"answer":425},"What happens if a contractor incorporates open-source code with a viral license?","If a contractor incorporates GPL or AGPL-licensed open-source code into your proprietary software without disclosure, you may be required to release your entire codebase under the same open-source license — effectively surrendering your proprietary software. This obligation cannot be undone after the fact. The fix is a pre-signing disclosure requirement and a warranty that no copyleft-licensed components will be used without written client approval. Always conduct an open-source license audit before accepting final delivery.\n",{"question":427,"answer":428},"What should a Statement of Work include for a programming engagement?","A Statement of Work for programming services should include: a description of each deliverable by name and function, the technology stack and coding standards to be followed, specific acceptance criteria for each deliverable (ideally test-based), milestone dates and corresponding payment amounts, the client's responsibilities (providing access, feedback timelines, test environments), and the change-order process for out-of-scope requests. Vague scope is the root cause of most contractor payment disputes.\n",{"question":430,"answer":431},"Is a contractor agreement required by law?","No jurisdiction mandates a written contractor agreement for programming services, but operating without one creates significant legal and financial exposure. Without a written agreement, IP ownership is ambiguous, confidentiality obligations are unenforceable, scope disputes have no objective basis for resolution, and worker misclassification risk increases. Most professional developers and all corporate clients require a signed agreement before work begins as standard practice.\n",{"question":433,"answer":434},"Do I need a lawyer to use this template?","For straightforward domestic engagements with a single freelance developer, a high-quality template is generally sufficient with minor customization. You should engage a lawyer when the engagement involves significant IP assets, the contractor is in a different country, the project value exceeds $50,000, the codebase will be the basis of a fundraise or acquisition, or you need jurisdiction-specific non-compete or data protection terms. A one-hour template review typically costs $200–$400 and is well worth it for any engagement where the code is core to your business value.\n",[436,440,444,448,452,455],{"industry":437,"icon_asset_id":438,"specifics":439},"SaaS / Technology","industry-saas","IP assignment is the highest-stakes clause — VCs conduct IP chain-of-title diligence before any Series A, and gaps in contractor IP transfers are a common deal blocker.",{"industry":441,"icon_asset_id":442,"specifics":443},"E-commerce and retail","industry-ecommerce","Contractor agreements for storefront, payment integration, and inventory system builds must address PCI DSS data handling obligations and specify that no customer payment data may be retained by the contractor.",{"industry":445,"icon_asset_id":446,"specifics":447},"Healthcare and MedTech","industry-healthtech","Any contractor with access to patient data must be covered by a HIPAA Business Associate Agreement in addition to the standard contractor agreement, and the contract must prohibit retention of PHI beyond the engagement.",{"industry":449,"icon_asset_id":450,"specifics":451},"Financial services and fintech","industry-fintech","Source code escrow arrangements and enhanced security warranties are standard for contractors building core banking, lending, or payment systems, along with strict background-check conditions precedent to access.",{"industry":228,"icon_asset_id":453,"specifics":454},"industry-marketing","Agencies subcontracting programming work must flow down IP assignment obligations from their own client contracts, ensuring the agency — not the subcontractor — holds title to all deliverables for onward transfer.",{"industry":456,"icon_asset_id":457,"specifics":458},"Manufacturing and IoT","industry-manufacturing","Embedded software and firmware engagements require the contractor to warrant compatibility with specified hardware platforms and include provisions for safety-critical software testing and certification support.",[460,463,466,470],{"vs":461,"vs_template_id":242,"summary":462},"Independent Contractor Agreement (General)","A general independent contractor agreement covers any type of freelance service — consulting, writing, design, or administrative work. The programming-specific version adds IP assignment tailored to software copyright, open-source disclosure requirements, a code-handover clause on termination, and technical acceptance criteria. For any engagement involving code or software, the programming-specific version is the appropriate starting point.",{"vs":245,"vs_template_id":464,"summary":465},"software-development-agreement-D12725","A software development agreement is typically used with a development firm or agency rather than an individual contractor. It includes project governance, subcontracting rights, change-control processes, and source code escrow provisions suited to larger, multi-person engagements. The independent contractor agreement for programming services is designed for individual freelancers and small teams under a single contracting party.",{"vs":467,"vs_template_id":468,"summary":469},"Employment Contract","employment-agreement_at-will-employee-D541","An employment contract creates an employer-employee relationship with full benefits, tax withholding, and statutory protections. An independent contractor agreement treats the developer as a self-employed party responsible for their own taxes and benefits. The critical difference is IP ownership — employee-created work belongs to the employer automatically, while contractor-created work requires an explicit written assignment to transfer ownership.",{"vs":471,"vs_template_id":472,"summary":473},"Non-Disclosure Agreement (NDA)","non-disclosure-agreement-nda-D12692","An NDA covers confidentiality only and is often signed before any formal engagement begins. A contractor agreement includes confidentiality alongside scope, payment, IP assignment, termination, and liability — making it the governing document for the full engagement. An NDA is appropriate for the pre-contract evaluation phase; the contractor agreement replaces or supplements it once work is agreed.",{"use_template":475,"template_plus_review":479,"custom_drafted":483},{"best_for":476,"cost":477,"time":478},"Straightforward domestic freelance programming engagements under $25,000 with a single developer","Free","30–45 minutes",{"best_for":480,"cost":481,"time":482},"Engagements involving significant IP, contractors in a different state, or project value between $25,000 and $100,000","$200–$600","1–3 days",{"best_for":484,"cost":485,"time":486},"Cross-border engagements, core-product IP development, fundraise or acquisition scenarios, or regulated industries requiring data processing terms","$1,000–$3,500+","1–2 weeks",[488,493,498,503],{"code":489,"name":490,"flag_asset_id":491,"note":492},"us","United States","flag-us","IP assignment must be explicit and in writing for independent contractors — work-for-hire doctrine does not apply automatically as it does for employees. Worker misclassification is enforced by the IRS (20-factor test) and the DOL (economic reality test); mislabeling an employee as a contractor triggers back taxes and penalties. California, Minnesota, and Oklahoma ban most non-compete clauses for contractors. Several states have enacted ABC tests that make contractor classification harder to maintain for workers with ongoing engagements.",{"code":494,"name":495,"flag_asset_id":496,"note":497},"ca","Canada","flag-ca","Canada has no statutory work-for-hire doctrine equivalent to the US — copyright in contractor-created work rests with the creator by default under the Copyright Act, making a written IP assignment clause essential. Provincial employment standards boards apply an economic dependence test to distinguish employees from contractors; Ontario and British Columbia have strict substance-over-form analysis. Non-compete clauses must be reasonable in scope and duration, and Ontario's Employment Standards Act limits non-competes for anyone who may be reclassified as an employee.",{"code":499,"name":500,"flag_asset_id":501,"note":502},"uk","United Kingdom","flag-uk","IR35 off-payroll working rules require clients to assess whether a contractor would be an employee if engaged directly. If caught by IR35, the client becomes responsible for deducting income tax and National Insurance contributions at source. Copyright in contractor-created work belongs to the contractor by default under the Copyright, Designs and Patents Act 1988 unless a written assignment is in place. Post-engagement non-competes must be reasonable and supported by legitimate business interests to be enforceable.",{"code":504,"name":505,"flag_asset_id":506,"note":507},"eu","European Union","flag-eu","GDPR requires a Data Processing Agreement (DPA) whenever a contractor processes personal data on behalf of the client — this is a separate mandatory document, not just a confidentiality clause. Several EU member states, including Germany and France, apply an employee-like status to economically dependent contractors, extending labor protections regardless of contract terms. IP assignment is enforceable under contract law across the EU, but moral rights — the right to attribution and integrity — cannot be fully waived in France, Germany, and several other member states.",[242,239,472,235,468,509,510,511,512,513,514,515],"service-agreement-D12711","statement-of-work-D12981","intellectual-property-assignment-D5229","general-non-compete-agreement-D882","purchase-order-D1411","sales-invoice-D383","mutual-non-disclosure-agreement-D955",{"emit_how_to":201,"emit_defined_term":201},{"primary_folder":113,"secondary_folder":518,"document_type":519,"industry":520,"business_stage":521,"tags":522,"confidence":527},"employment-and-contractors","agreement","general","all-stages",[519,523,524,525,526],"contract","independent-contractor","programming","software-development",0.95,"\u003Ch2>What is an Independent Contractor Agreement for Programming Services?\u003C/h2>\n\u003Cp>An \u003Cstrong>Independent Contractor Agreement for Programming Services\u003C/strong> is a legally binding contract between a client — company or individual — and a freelance software developer or programming contractor that governs every material dimension of the engagement: the scope of work and deliverables, payment rates and schedule, ownership of all code and related intellectual property, confidentiality obligations, representations and warranties about the delivered software, and the conditions under which either party may terminate the relationship. Unlike a general services contract, this agreement is specifically structured for software development work — addressing IP assignment under copyright law, open-source component disclosure, technical acceptance criteria, and code-handover obligations that generic contractor templates do not cover.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written contractor agreement, the code a freelance developer produces may legally belong to them, not you — copyright in contractor-created work defaults to the creator in most jurisdictions without an explicit written assignment. That gap becomes a deal-blocking problem when you raise a funding round, sell the company, or try to enforce exclusivity over your own product. Beyond IP, an unsigned engagement leaves scope disputes with no objective basis for resolution, confidentiality obligations unenforceable, and termination rights undefined — meaning a contractor who walks mid-project has no obligation to hand over partially completed code or repository access. This template closes all four gaps before a single line of code is written, giving both parties clear, enforceable terms and a professional foundation for the engagement.\u003C/p>\n",1779808996541]