Free Template for Contractor Agreement or Professional Services Agreement

Free Template for Contractor Agreement or Professional Services Agreement

Contractor Agreement Template

PROFESSIONAL SERVICES AGREEMENT

This Professional Services Agreement ( hereinafter referred to as ‘ Agreement’) made on this <<Date>> between <<Company Name>>, a Company Registered under the provisions of Companies Act, 1956, having its registered office at  <<Registered Office Address>> and corporate office at  <<Corporate Office Address>> (hereinafter called “<<Short Name>>”, which expression shall include its respective successors and assigns) and  <<Contractor Name.>, aged about <<Contractor Age>> years, <<Contractor Address>>, hereinafter called the ‘Contractor’ (which expression shall include his/her heirs, administrators, executors and permitted assigns) of the other part.

WHEREAS <<Short Name>> is engaged in the <<Full details of Services>>.

WHEREAS the Contractor has considerable skills, experience, knowledge, and specialization in providing services pertaining to <<Skills>>.

AND WHEREAS <<Short Name>> intends to appoint the Contractor as its independent Contractor and the Contractor has agreed to exclusively provide the Services to <<Short Name>> as more specifically detailed in Annexure 1 to the Agreement on contractual basis in connection with the business of <<Short Name>> or any of its associate, holding and/or subsidiary of <<Short Name>> and both the parties are desirous of entering into this Agreement for this purpose.

NOW, THEREFORE, IN CONSIDERATION OF MUTUAL COVENANTS AND PROMISES, THE PARTIES AGREE AS FOLLOWS:

  1. Services

 The Contractor shall provide such Services as specified in Annexure –1, exclusively to <<Short Name>> titled “Key Result Areas”, which is an integral part of this Agreement.

  1. Contractor’s Obligations

  1. The Contractor warrants that the Services will be carried out with reasonable care and skill and performed in a timely, workmanlike and cost-effective manner. The Contractor undertakes to use all reasonable endeavors to remedy free of charge to <<Short Name>> any deficiency arising from a breach of this warranty, which is reported to the Contractor in writing within 30(Thirty) days after the performance by the Contractor of such work
  2. The Contractor will submit the status report on the Services every month to <<Short Name>>.

The Contractor shall:

a) put best efforts, skills and care to provide the Services as required by <<Short Name>>, observe the terms of this Agreement and complete the Services within the reasonable timeframe/service level that may be prescribed by <<Short Name>>;

b) Provide such Services at <<Company Name>>, <<Location>> and may at the other premises of <<Short Name>> or of such entity(ies) as <<Short Name>> may specify from time to time (including <<Short Name>>’ associated companies);

c) Devote such number of days/hours as may be necessary in order to meet the requirements of <<Short Name>>;

d) The Contractor shall observe and comply with all applicable laws and <<Short Name>>’s relevant procedures, policies, guidelines & standards.

  1. Confidentiality

The Contractor shall maintain absolute confidentiality in all his dealings and will not disclose any details pertaining to the Services provided or any other sensitive/Confidential information related to <<Short Name>> and/or its associate, subsidiary, holding company to anyone without express prior written permission of <<Short Name>>.

“Confidential Information” means any <<Short Name>> proprietary information, technical data, trade secrets or know-how, including, but not limited to, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances or other business information disclosed by <<Short Name>> either directly or indirectly in writing, orally or by drawings or inspection of parts or equipment.

The Contractor:

  • shall not, directly or indirectly, disclose or use any Confidential Information except with prior written consent of <<Short Name>>;
  • if required to disclose Confidential Information pursuant to a valid and existing order of a Court or other governmental body, then the Contractor must give prompt notice in writing to <<Short Name>> of any such potential disclosure in advance to allow <<Short Name>> a reasonable opportunity to limit such disclosure;
  • shall not allow or render it likely that the Confidential Information shall come into the possession of any person;
  • shall not store or maintain the Confidential Information in any place or medium which could be accessed by any person;
  • shall not use or attempt to use the Confidential Information except strictly in accordance with this Agreement or pursuant to the instruction or authorization of <<Short Name>>;
  • shall not use or attempt to use the Confidential Information in any manner that may injure or cause loss or damage either directly or indirectly to <<Short Name>>;
  1. Intellectual Property Rights

4.1  The Contractor warrants the use of all materials in the provision of Services will not infringe the intellectual property rights of any person.

4.2 Assignment: The Contractor agrees that all copyrightable material, notes,   records, drawings, designs, inventions, improvements, developments, discoveries and trade secrets (collectively, “Inventions”) conceived, made or discovered by Contractor, solely or in collaboration with others, during the period of this Agreement which relate in any manner to the business of the <<Short Name>> that Contractor may be directed to undertake, investigate or experiment with, or which Contractor may become associated with in work, investigation or experimentation in the line of business of <<Short Name>> in performing the Services hereunder, are the sole property of the <<Short Name>>.  The Contractor further agrees to assign (or cause to be assigned) and does hereby assign fully to the <<Short Name>> all Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.

4.3 Further Assurances: The Contractor agrees to assist <<Short Name>>, or its designee, at the <<Short Name>>‘s expense, in every proper way to secure the <<Short Name>>‘s rights in the Inventions and any copyrights, patents, mask work rights or other intellectual property rights relating thereto in any and all countries, including the disclosure to the <<Short Name>> of all pertinent information and data with respect thereto, the execution of all applications, specifications, oaths, assignments and all other instruments which the <<Short Name>> shall deem necessary in order to apply for and obtain such rights and in order to assign and convey to the <<Short Name>>, its successors, assigns and nominees the sole and exclusive right, title and interest in and to such Inventions, and any copyrights, patents, mask work rights or other intellectual property rights relating thereto.  The Contractor further agrees that Contractor’s obligation to execute or cause to be executed, when it is in Contractor’s power to do so, any such instrument or papers shall continue after the termination of this Agreement.

4.4 Pre-Existing Materials: The Contractor agrees that if in the course of performing the Services, Contractor incorporates into any Invention developed hereunder any invention, improvement, development, concept, discovery or other proprietary information owned by Contractor or in which Contractor has an interest, (i), Contractor shall inform <<Short Name>>, in writing before incorporating such  invention, improvement, development, concept, discovery or other proprietary information into any Invention; and (ii) the <<Short Name>> is hereby granted and shall have a non-exclusive, royalty-free, perpetual, irrevocable, worldwide license to make, have made, modify, use and sell such item as part of or in connection with such Invention.  The Contractor shall not incorporate any invention, improvement, development, concept, discovery or other proprietary information owned by any third party into any Invention without <<Short Name>>‘s prior written permission.

4.5  Attorney in Fact: The Contractor agrees that if the <<Short Name>> is unable because of Contractor’s unavailability, incapacity, or for any other reason, to secure Contractor’s signature to apply for or to pursue any application for any patents or mask work or copyright registrations covering the Inventions assigned to the <<Short Name>> above, then Contractor hereby irrevocably designates and appoints the <<Short Name>> and its duly authorized officers and agents as Contractor’s agent and attorney in fact, to act for and in Contractor’s behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patents, copyright and mask work registrations thereon with the same legal force and effect as if executed by Contractor.

  1. Patent and Copyright Indemnity

The Contractor agrees that it will promptly defend, at its own expense, and will indemnify and hold <<Short Name>> harmless from and against any and all damages, demands, expenses, claims, liability, injuries, suits, and proceedings asserted or brought against <<Short Name>>, its employees, officers, directors, shareholders and agents, based on a claim

that any inventions, materials, software or other writings, works or articles developed by Contractor for <<Short Name>> during the course of performance of the Services and or the provision of related Services under this Agreement constitutes an infringement of any trademarks, trade secrets, patent,  copyright or any other right, provided that (1) The Contractor is notified of same in writing after <<Short Name>> becomes aware of the possibility that such an infringement has occurred  and (2) The Contractor is granted full control of such proceedings, including response thereto and defence thereof. The <<Short Name>> may participate in such defence and in any settlement discussions directly or through counsel of its choice. If any such property is held to constitute an infringement and the exercise of rights thereto is enjoined, <<Short Name>> may require that Contractor, at the Contractor’s sole option and expense either, (1) obtain for the <<Short Name>> the right to continue exercising such rights to such property; or (2) modify it so that it is not infringing; or (3) obtain or substitute a functionally similar deliverable that is not infringing.

  1. Payment & Invoicing Terms

  • In consideration for the Services, it has been mutually agreed that the Contractor will be paid a fee of Rs. <<Amount>> <<Amount in Words >> per month inclusive of all taxes and other expenses, except GST as applicable. All necessary compliances relating to the GST compliance such as payment of GST collected and disclosure in the returns to be filed etc. shall be duly undertaken by the contractor. The Company reserves the right to retention of GST component in case if mismatch in GST credit statement.
  • In addition to the fee, the Contractor will be reimbursed all out of pocket business travel expenses on an actual basis as per <<Short Name>> policy, as amended. The expenses will be invoiced when incurred and be payable when submitted along with supporting documents. All travel and other expenses, if any shall be pre-authorized by <<Short Name>>, in writing.
  • Payment of the fees mentioned in clause above will be made to Contractor against appropriate monthly invoices, which must be presented by Contractor to the designated official of the <<Short Name>>. The monthly invoice for the current month will be raised 5 (five) working days prior to the end of the month for payment in the first week of the following month. 
  • The Contractor acknowledges and agrees and it is the intent of the parties hereto that the Contractor receives no <<Short Name>> -sponsored benefits from the Company either as a Contractor or employee. Such benefits include, but are not limited to, contribution to provident fund, Employee State Insurance, paid vacation, sick leave, and medical insurance.
  • The Contractor shall absolve, indemnify and hold harmless <<Short Name>> of any personal/statutory liabilities arising out of non-payment of taxes or otherwise due to his default, or any other such commitment to any external agencies/individuals/Statutory Authorities. The <<Short Name>> shall be entitled to deduct or adjust your monthly income tax or withholding tax amounts, due from the Contractor, as per any tax regulations prevailing at any given point of time. 
  1.  In the event of improper use or disclosure of confidential information by the Contractor resulting in loss or damage, <<Short Name>> shall be at liberty to initiate such appropriate legal proceedings against the Contractor as it may deem fit.
  1. The Contractor shall be under an obligation to return immediately all the information and documents provided to it by <<Short Name>> and/or developed under this Agreement, on termination/expiry of this Agreement and/or on demand by <<Short Name>>.
  1. The Contractor certifies that Contractor has no outstanding agreement or obligation that is in conflict with any of the provisions of this Agreement, or that would preclude Contractor from complying with the provisions hereof and further certifies that Contractor will not enter into any such conflicting agreement during the term of this Agreement.
  1. During the term of this Agreement and for a period of <<months in number>> ( <<months in words>>) months thereafter, Contractor shall not, directly or indirectly, approach any company that competes with <<Short Name>>., without the prior consent of <<Short Name>>. In the event any of the provisions of Clause 9 and 10 are determined to be invalid by reason of their scope or duration, these Clauses shall be deemed modified to the extent required to cure the invalidity.
  1. Neither this Agreement nor any right hereunder or interest herein shall be assigned or transferred by the Contractor.
  1. The obligations of the Contractor to maintain confidential information under this Agreement shall continue for a period of 5 (five) years from the date of termination/expiry of this Agreement. 
  1. The Contractor shall not render any services, directly or indirectly to any other firm or company in a business competitive or conflicting with that of <<Short Name>>, during the term of this Agreement.
  1. This Agreement will be valid effect from <<Date>> until <<Date>> and can be extended on mutually agreed terms.
  1. The Contractor shall not have any claim whatsoever against <<Short Name>> or any of its associates/holding/subsidiary companies for any extra services, unless such services, (if any) as may have been expressly agreed between the parties prior in writing before rendering such services.
  1. This Agreement will be governed by and construed in accordance with the laws of India. 
  1. Termination

17.1 This Agreement may be terminated at any time by either party giving <<Days>> (In Words) days written notice to the other, without assigning any reason.

17.2 <<Short Name>> may terminate this Agreement without assigning any reason immediately by written notice in any of the following events:

17.2.1   If the Contractor commits a breach of any provision of this Agreement and such breach (if capable of being remedied) is not remedied within ten days after written notice thereof has been given to the Contractor;

17.2.2   If the Contractor is unable to perform to the satisfaction of <<Short Name>> any of the Services under this Agreement.

17.2.3 If the Contractor by reason of illness, incapacity or otherwise, is prevented from providing the required Services for a period of five or more working days; 

17.2.4 If Contractor is guilty of any act of gross negligence or misconduct in the provision of Services under this Agreement.

17.3    Upon termination of this Agreement as per clause 18.1:

17.3.1 Payment shall be made of fees and expenses (pursuant to the terms of this Agreement) for Services rendered and accepted up to the date of termination only, without prejudice to any right or remedy which may have accrued to either party before the date of termination.

18. It is further agreed that if any changes or alteration have to be made in the terms and conditions of this Agreement, the same shall be made by mutual consent of both the parties and shall be in writing. Further, any notice under this agreement shall be in English, in writing and shall be sent either by registered post (acknowledgment due) or by fax or by courier, to the persons whose names and other details are mentioned below: 

 

To:-

<<Contact Person Name>>

<<Designation/Title>>

<<Company Name>>

<<Address>>

The notice if addressed properly shall be deemed as a notice duly given to the addressed party.

19. All the correspondence and communication relating to the Services rendered by the Contractor shall be in English language only.

20. During the course of the validity of this Agreement Contractor will keep <<Short Name>>’s interest safeguarded and is committed to the full disclosure on any event, information that may have a bearing on or on the business interests of the <<Short Name>>.

21. <<Short Name>> at its sole discretion may issue/provide to the Contractor such property, equipment/s, and documents for fulfilling the objectives of this Agreement. The Contractor shall ensure that all such property/equipment/s and documents issued/provided by the <<Short Name>> is returned to the <<Short Name>> upon termination/expiry of this Agreement.

22. It is the express intention of the parties that the Contractor is an independent contractor. Nothing in this Agreement shall in any way be construed to constitute Contractor as an agent, employee or representative of <<Short Name>>, but Contractor shall perform the Services hereunder as an independent contractor.  Contractor agrees to furnish (or reimburse the <<Short Name>> for) all tools and materials necessary to accomplish this Agreement, and shall incur all expenses associated with performance, except as expressly provided in this Agreement.  The Contractor acknowledges and agrees that the Contractor is obligated to report as income all compensation received by Contractor pursuant to this Agreement, and Contractor agrees to and acknowledges the obligation to pay all taxes thereon.  Contractor further agrees to indemnify and hold harmless <<Short Name>> and its directors, officers, and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorney’s fees and other legal expenses, arising directly or indirectly from (i) any negligent, reckless or intentionally wrongful act of the Contractor or the Contractor’s assistants, employees or agents, as applicable(ii) a determination by a court or agency that the Contractor is not an independent contractor, or (iii) any breach by the Contractor or Contractor’s assistants, employees or agents of any of the covenants contained in this Agreement.

23.The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary.

24. This Agreement is the entire agreement of the parties and supersedes any prior agreements between them, whether written or oral, with respect to the subject matter hereof. No waiver, alteration, or modification of any of the provisions of this Agreement shall be binding unless in writing and signed by duly authorized representatives of the parties hereto.

25. The invalidity or unenforceability of any provision of this Agreement, or any terms thereof, shall not affect the validity of this Agreement as a whole, which shall at all times remain in full force and effect.

 26. Clauses 3, 4, 5,10,12,16,17,19, 20 and 22 shall survive termination/expiry of this Agreement.

IN WITNESS WHEREOF THE PARTIES HAVE EXECUTED THIS AGREEMENT ON THE DATE FIRST WRITTEN ABOVE

Name: <<Contractor Name>>

Signature:

<<Company Name>>

<<Contact Person Name>>

<<Designation/Title>>

Signature:

Witnesses

1.____________________

_____________________

2.____________________

_____________________


Annexure A

Scope of Services

  1. Contractor:

         <<Contractor Name>>              

  1. Project Name: <<Project Name>
  2. Services: The Contractor will render to <<Short Name>> the following Services:

[List of Services/Scope]

COMMENTS