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It restricts solicitation of company personnel during the agreement term and for one year after. It clarifies contractor status as independent, defines insurance and contractor-provided tools, and sets payment conditions tied to SOW milestones while excluding expense reimbursement unless stated. It allocates tax responsibilities to the contractor and assigns work product and moral rights exclusively to the company, with a cooperation obligation when requested. The agreement also specifies term and termination rights, including cure periods and insolvency triggers, and allows company termination on thirty days’ notice.","Independent Contractor Agreement\nBy signing this SOW, each party agrees to enter into this SOW subject to and incorporates the Terms below.\nIndependent Contractor Agreement\nServices & Restrictions\nPerforming Services. Contractor will perform the Services described on the SOW in accordance with the terms and conditions in the Agreement. Contractor and Company may amend the SOW upon mutual written agreement.\nNon-Solicitation. During the term of this Agreement and for a period of one (1) year thereafter, Contractor will not directly or indirectly solicit the services of any Company personnel for Contractor’s own benefit or for the benefit of any other person or entity.\nIndependent Contractor. Contractor is an independent contractor providing the Services, which is outside the Company’s usual course of business. Nothing in this Agreement will be construed as establishing an employment or agency relationship between Company and Contractor. Contractor has no authority to bind Company by contract or otherwise. Contractor will perform Services under the general direction of Company, but Contractor will determine the manner and means by which Services are accomplished.\nInsurance. Contractor acknowledges that Company will not carry any liability insurance on behalf of Contractor. Contractor will maintain adequate liability insurance to protect Contractor from: (a) claims under workers’ compensation and state disability acts; and (b) claims of personal injury (or death) or tangible or intangible property damage (including loss of use) that arise out of any act or omission of Contractor.\nMaterial, Supplies, Equipment and Tools. Contractor will supply, at its own expense, all materials, supplies, equipment, and tools required to provide the Services and accomplish the work agreed to be performed in accordance with this Agreement.\nPayment & Taxes\nPayment. Company will pay Contractor the fees set forth and in accordance with the terms in the SOW. If the SOW requires Contractor to complete certain milestones, Company’s payment obligation is subject to Contractor’s completion of such milestones to Company’s reasonable satisfaction. Unless otherwise specified in the SOW, Company will not reimburse Contractor for any expenses incurred by Contractor in connection with performing Services.\nTaxes. Payroll taxes, including federal, state and local taxes, will not be withheld or paid by the Company on behalf of Contractor. Contractor will not be treated as an employee for federal or state tax purposes with respect to the Services. Contractor is responsible for paying all taxes as mandated by law. Contractor is not eligible for and may not participate in any employee benefit of Company. Contractor will indemnify and hold Company harmless from and against all damages, liabilities, losses, penalties, fines, expenses and costs (including reasonable attorneys’ fees and expenses) arising out of or relating to any obligation imposed by law on Company to pay any withholding taxes, social security, unemployment or disability insurance, or similar items in connection with the compensation received by Contractor pursuant to this Agreement. Contractor agrees to provide Company with a W-9 for tax reporting purposes.\nIntellectual Property\nWork Product. Contractor agrees to disclose in writing to Company all Work Product. Contractor and Company agree that, to the fullest extent legally possible, all Work Product will be works made for hire owned exclusively by Company. Contractor agrees that, regardless of whether the Work Product are legally works made for hire, all Work Product will be the sole and exclusive property of Company. Contractor hereby irrevocably transfers and assigns to Company, and agrees to irrevocably transfer and assign to Company, all right, title, and interest in and to the Work Product, including all worldwide patent rights (including patent applications and disclosures), copyright rights, mask work rights, trade secret rights, know-how, and a","cbCaiuWjJDjrogvN","https://ap.wps.com/l/cbCaiuWjJDjrogvN","docx",25435,4,"English","en",105,"# Independent Contractor Agreement - Services & Restrictions\n## Performing Services\n## Non-Solicitation\n## Independent Contractor\n## Insurance\n## Material, Supplies, Equipment and Tools\n## Payment & Taxes\n## Intellectual Property\n## Work Product\n## Moral Rights\n## Term & Termination","[{\"question\":\"How does the contractor perform the services under the SOW?\",\"answer\":\"The contractor must perform the services described in the SOW according to the agreement’s terms and conditions. The SOW can be amended only by mutual written agreement between the contractor and company.\"},{\"question\":\"What restrictions apply to the contractor regarding solicitation?\",\"answer\":\"During the agreement term and for one year afterward, the contractor may not directly or indirectly solicit company personnel for the contractor’s own benefit or for others.\"},{\"question\":\"Who owns the work product created during the engagement?\",\"answer\":\"All work product is treated as works made for hire to the maximum extent legally possible and is exclusively owned by the company. The contractor also irrevocably transfers and assigns all related intellectual property rights to the company, and waives moral rights.\"}]","Independent Contractor Agreement - Services & Restrictions | DOCX",1788222233,2,{"code":4,"msg":31,"data":32},"ok",{"site_id":24,"language":23,"slug":33,"title":14,"keywords":34,"description":15,"schema_data":35,"social_meta":86,"head_meta":88,"extra_data":90,"updated_unix":28},"independent-contractor-agreement-services-restrictions","",{"@graph":36,"@context":85},[37,52,68],{"@type":38,"itemListElement":39},"BreadcrumbList",[40,44,47,50],{"item":41,"name":42,"@type":43,"position":11},"https://docshare.wps.com","Home","ListItem",{"item":45,"name":46,"@type":43,"position":29},"https://docshare.wps.com/template/","Template",{"item":48,"name":13,"@type":43,"position":49},"https://docshare.wps.com/template/letters/",3,{"item":51,"name":14,"@type":43,"position":21},"https://docshare.wps.com/template/independent-contractor-agreement-services-restrictions/167937/",{"url":51,"name":14,"@type":53,"author":54,"headline":14,"publisher":56,"fileFormat":59,"inLanguage":23,"description":15,"dateModified":60,"datePublished":61,"encodingFormat":59,"isAccessibleForFree":62,"interactionStatistic":63},"DigitalDocument",{"name":9,"@type":55},"Person",{"url":41,"name":57,"@type":58},"DocShare","Organization","application/vnd.openxmlformats-officedocument.wordprocessingml.document","2026-09-05","2026-09-01",true,{"@type":64,"interactionType":65,"userInteractionCount":67},"InteractionCounter",{"@type":66},"ViewAction",6,{"@type":69,"mainEntity":70},"FAQPage",[71,77,81],{"name":72,"@type":73,"acceptedAnswer":74},"How does the contractor perform the services under the SOW?","Question",{"text":75,"@type":76},"The contractor must perform the services described in the SOW according to the agreement’s terms and conditions. The SOW can be amended only by mutual written agreement between the contractor and company.","Answer",{"name":78,"@type":73,"acceptedAnswer":79},"What restrictions apply to the contractor regarding solicitation?",{"text":80,"@type":76},"During the agreement term and for one year afterward, the contractor may not directly or indirectly solicit company personnel for the contractor’s own benefit or for others.",{"name":82,"@type":73,"acceptedAnswer":83},"Who owns the work product created during the engagement?",{"text":84,"@type":76},"All work product is treated as works made for hire to the maximum extent legally possible and is exclusively owned by the company. 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