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Subcontractor Agreement

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SUBCONTRACTOR AGREEMENT

THIS SUBCONTRACTOR AGREEMENT (the "Agreement") is dated this ________ day of ________________, ________.

Client

____________________________________________________
(the "Client")

Contractor

____________________________________________________
(the "Contractor")
  1. BACKGROUND
  2. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
  3. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

  1. Services Provided
  2. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"):
    • _______________________________________________________________
      _______________________________________________________________.
  3. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
  4. Term of Agreement
  5. The term of this Agreement (the "Term") will begin on the date of this Agreement and will remain in full force and effect until the completion of the Services, subject to earlier termination as provided in this Agreement. The Term may be extended with the written consent of the Parties.
  6. Performance
  7. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.
  8. Currency
  9. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in INR (Indian Rupees).
  10. Payment
  11. The Contractor will charge the Client a flat fee of ₹__________ for the Services (the "Payment").
  12. The Client will be invoiced when the Services are complete.
  13. Invoices submitted by the Contractor to the Client are due within 30 days of receipt.
  14. In the event that this Agreement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of the Contractor.
  15. Reimbursement of Expenses
  16. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
  17. All expenses must be pre-approved by the Client.
  18. Confidentiality
  19. Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
  20. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.
  21. Ownership of Intellectual Property
  22. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
  23. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.
  24. Return of Property
  25. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
  26. Capacity/Independent Contractor
  27. In providing the Services under this Agreement it is expressly agreed that the Contractor s acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them, and is exclusively a contract for service.
  28. Right of Substitution
  29. Except as otherwise provided in this Agreement, the Contractor may, at the Contractor's absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Agreement and the Client will not hire or engage any third parties to assist with the provision of the Services.
  30. In the event that the Contractor hires a sub-contractor:
    • the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.
    • for the purposes of the indemnification clause of this Agreement, the sub-contractor is an agent of the Contractor.
  31. Autonomy
  32. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Agreement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
  33. Equipment
  34. Except as otherwise provided in this Agreement, the Contractor will provide at the Contractor’s own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Services in accordance with the Agreement.
  35. No Exclusivity
  36. The Parties acknowledge that this Agreement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
  37. Notice
  38. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:
    1. ______________________
      ______________________________
    2. ______________________
      ______________________________

    or to such other address as either Party may from time to time notify the other.

  39. Indemnification
  40. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
  41. Modification of Agreement
  42. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
  43. Time of the Essence
  44. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.
  45. Assignment
  46. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.
  47. Entire Agreement
  48. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.
  49. Enurement
  50. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
  51. Titles/Headings
  52. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.
  53. Gender
  54. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
  55. Governing Law
  56. This Agreement will be governed by and construed in accordance with the laws of the Andaman and Nicobar Islands.
  57. Severability
  58. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
  59. Waiver
  60. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.

__________________________
Per:
____________________________
(Seal)
Officer's Name: __________________________
_______________________________
______________________ (Contractor)
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Last Updated March 27, 2024

Independent Contractor Agreement

What is an independent contractor?

Companies may hire an independent contractor to do a job. The contractor isn’t an employee of the company but works independently. The contractor provides services to the client under an Independent Contractor Agreement.

You can use an Independent Contractor Agreement to hire any kind of contractor, including:

  • Electrical contractor
  • Building contractor
  • Painting contractor
  • Home contractor
  • Freelance creative

How does independent contracting work?

Independent contractors, also known as contractors or contract workers, are self-employed workers that a company or private individual hires. Usually, the client seeks out and contacts a contractor for a job. Some clients might go to an agency to find a suitable contractor. Others follow a similar hiring process as they would for an employee.

After the client chooses a contractor, they should discuss and agree upon the terms of the work, including:

  • A description of the services provided
  • Terms and length of the project or service
  • Payment details (including deposits, retainers, and other billing details)
  • Confidentiality, non-solicitation, and dispute resolution clauses

Then, both parties should sign a contract that outlines the details of the agreement. This way, both parties can avoid disputes later.

Can a contractor be an employee?

When someone works for a company, they can either be a contractor or an employee, but not both. Because a contractor and an employee are legally different, it’s important to understand them as two separate roles.

What are the types of employment in India?

In India, predominant types of employment are:

  • Permanent employees: Workers hired for an indefinite period
  • Independent contractors and subcontractors: Self-employed workers who work their own hours using their own equipment
  • Apprentices and trainees: Usually unpaid workers who are there to gain experience or qualifications while assisting a company
  • Casual and temporary employees: Workers usually hired for short periods, such as busy seasons

Who owns intellectual property created by independent contractors?

Depending on the kind of work, an independent contractor might create intellectual property while completing a job for a client. Intellectual property refers to the creations of the mind, such as innovations, artistic creations, designs, and more.

When an employee creates intellectual property for an employer, the property belongs to the employer. In contrast, when an independent contractor creates intellectual property, it depends on the terms of the contract.

However, there are ways to transfer ownership. You can choose to include a clause regarding intellectual property created by a contract worker while completing their work in your Independent Contractor Agreement.

What should I include in an independent contractor agreement?

Before creating an Independent Contractor Agreement, both the client and the contractor should discuss the following:

  • The services that the contractor provides and the payment they require
  • If the client or customer will cover expenses or provide resources
  • The duration or term of the contract
  • If one party can penalise the other for things such as late payments or unfinished work
  • Who retains ownership rights over any intellectual property

You can create a contract for a single job, a fixed duration of time, or indefinitely if the job is ongoing.

Provide details regarding the independent contractor’s services. Be clear and specific when describing tasks, and indicate any important dates. Make sure to provide the contractor’s name and address, as well as information about the client.

The contractor also has the option of charging the client a retainer fee to secure services. The retainer amount depends on the trustworthiness and financial stability of the client, but a reasonable amount is usually 10-50% of the total contract.

Make sure to include the following, if applicable:

  • If one party can end the contract early and, if so, how many days’ notice they must give
  • A confidentiality clause, prohibiting the contractor from revealing the client’s sensitive information
  • Any additional clauses necessary

LawDepot’s Independent Contractor Agreement template is customised for India. Use our questionnaire to personalise your document to suit your needs.

Can a client offer health insurance to an independent contractor?

Contractors are not entitled to any health benefits from their client. Otherwise, the relationship might be classed as employment with further tax and benefits consequences. For many companies, hiring contract workers is beneficial because they have fewer obligations towards those workers. However, even though a company isn’t obligated to provide health insurance for contractors, they can still provide some benefits if they choose, as long as, on balance, the terms of the contract do not amount to an employment relationship.

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