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Markdown Contract Template

# Independent Contractor Agreement

This Independent Contractor Agreement ("Agreement") is made and entered into as of [Date] ("Effective Date") by and between:

**Client:** [Client Name/Company], located at [Address]
**Provider:** [Your Name/Company], located at [Address]

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## 1. Services Performed
The Provider agrees to perform the services ("Services") as outlined in the attached or referencing Statement of Work (SOW). The Provider shall have the sole discretion to determine the method, details, and means of performing the Services.

## 2. Compensation
The Client agrees to pay the Provider according to the payment schedule defined in the attached SOW. If the payment schedule is not defined, payment is due within [Number, e.g., 15] days of invoice issuance. Overdue payments will incur a late fee of [Percentage, e.g., 1.5%] per month.

## 3. Term and Termination
This Agreement commences on the Effective Date and remains in effect until the Services are completed. Either party may terminate this Agreement at any time with [Number, e.g., 14] days written notice. In the event of termination, the Client shall pay the Provider for all Services performed up to the date of termination.

## 4. Independent Contractor Status
The Provider is an independent contractor. Neither the Provider nor its employees are employees, agents, or partners of the Client. The Provider is responsible for all taxes, including self-employment taxes.

## 5. Intellectual Property
Upon receiving full payment for the Services, the Provider grants the Client [Select One: full ownership / an exclusive, worldwide license / a non-exclusive license] to the final deliverables. The Provider retains the right to display the work in their portfolio, unless a separate Non-Disclosure Agreement (NDA) is signed.

## 6. Confidentiality
Both parties agree to keep all proprietary information shared during the course of the project completely confidential and not disclose it to any third parties without prior written consent.

## 7. Limitation of Liability
The Provider's liability to the Client for any damages arising out of this Agreement shall be limited to the total amount paid by the Client to the Provider under this Agreement. The Provider is not responsible for consequential, indirect, or special damages.

## 8. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of [Your State/Country].

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**Signatures:**

By signing below, the parties acknowledge they have read, understood, and agree to the terms of this Agreement.

**Client Signature:** ___________________________  **Date:** _______________  
**Printed Name:** ___________________________

**Provider Signature:** ___________________________  **Date:** _______________  
**Printed Name:** ___________________________

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