Contractor agreement generator

1. Engagement and scope

1.1  [Company name], a company incorporated in [country of incorporation] (the "Company"), engages [Contractor name], based in [country] (the "Contractor"), to provide services as [role or services] (the "Services").

1.2  Scope of work: [Describe the deliverables, milestones and acceptance criteria.]

1.3  The Contractor decides how, when and where the Services are performed, subject to agreed deadlines and to any reasonable access, security or site rules the Company notifies. The Contractor may use its own equipment and may work for other clients, provided there is no breach of clause 6 (Confidentiality) or clause 8 (Non-solicitation). Any change to the Services or the fees must be agreed in writing.

2. Independent contractor status

2.1  The Contractor is an independent contractor. Nothing in this Agreement creates an employment, partnership, joint venture or agency relationship between the parties, and neither party may bind the other or hold itself out as able to do so.

2.2  The Contractor is responsible for its own income tax, social security, pension, insurance and any other statutory contributions in [country], and for any registration or licence its own jurisdiction requires. The Contractor receives no salary, paid leave, sick pay, notice entitlement, severance or other employee benefit from the Company.

2.3  The parties acknowledge that employment status is determined by how the working relationship operates in practice and by the law of the relevant jurisdiction, not by the description used in this clause.

3. Fees and payment

3.1  In consideration for the Services, the Company will pay the Contractor a fixed project fee of USD [amount] for the Services. All amounts in this Agreement are stated in USD, which is the currency of account.

3.2  The Contractor will invoice on completion and acceptance of each milestone. The Company will pay each correctly submitted, undisputed invoice on the payment date agreed for that cadence. The Company will notify the Contractor in writing of any disputed item before that date and will pay the undisputed remainder on time.

3.3  Fees are exclusive of VAT, GST or any equivalent indirect tax, which the Contractor will show separately on the invoice where it is required to charge it. Where the Company is required by law to withhold tax from a payment, it will withhold that amount, remit it to the relevant authority and give the Contractor a withholding certificate or equivalent evidence.

3.4  Settlement. The Company will settle invoices in USDC on the Base network, to the Contractor's wallet address [wallet address]. The Contractor is responsible for the accuracy of that address and for control of the keys to it. Transfers are irreversible: a payment sent to the address recorded above is treated as made. The Contractor will give the Company at least five business days' written notice of any change of address, and the Company may verify the new address through a separate channel before paying.

3.5  Network fees. The Company bears the network (gas) fee on each transfer. The Company will send the full invoice amount so that the Contractor receives the invoiced total in USDC.

3.6  Valuation and timing. The invoice is denominated in USD. The number of USDC units sent is calculated when the Company initiates the transfer, using the rate source the parties record in writing. Any movement in the value of USDC against USD between initiation, receipt and conversion by the Contractor is borne by the Contractor. USDC is issued by a third party, not by the Company; a depeg, freeze, blacklisting or other issuer or network action affecting the tokens is not a breach of this Agreement by the Company.

3.7  Fallback. If settlement in USDC becomes unlawful, blocked or impractical for either party — including where the Contractor's bank, regulator or off-ramp will not accept the funds — the Company will settle the same invoice amount by bank transfer to an account the Contractor nominates in writing, and neither party is in breach for using this fallback.

3.8  Each party is responsible for its own regulatory, reporting and tax obligations arising from the payment method used, including any foreign exchange approvals, inbound remittance documentation and virtual digital asset reporting required where it is resident.

4. Expenses

4.1  The Company reimburses only expenses it has approved in writing in advance. Approved expenses are invoiced at cost with receipts attached, and are settled by the same method and on the same cadence as fees.

4.2  The Contractor bears its own equipment, software, workspace, insurance, travel to its usual place of work and other costs of running its own business.

5. Intellectual property

5.1  The Contractor assigns to the Company all intellectual property rights in the deliverables and other material created by the Contractor in performing the Services (the "Work Product"). The assignment takes effect on creation or, where an assignment of future rights is not effective under the applicable law, on the earlier of delivery and payment.

5.2  The Contractor will sign any further documents and do anything else the Company reasonably requests, at the Company's cost, to record, perfect or enforce those rights.

5.3  To the extent permitted by the law applying to those rights, the Contractor waives, and will procure that its personnel waive, all moral rights in the Work Product. Where a waiver is not permitted, the Contractor agrees, so far as it lawfully may, not to assert those rights against the Company or its licensees.

5.4  Material the Contractor or a third party owned before the engagement, including open-source components, is not assigned. Where the Contractor includes such material in the Work Product, it grants the Company a perpetual, worldwide, royalty-free, sublicensable licence to use it as part of the Work Product, and will identify each open-source component and its licence on delivery.

6. Confidentiality

6.1  Each party may receive information the other treats as confidential, including business plans, customer data, pricing, source code and unreleased work. The receiving party will keep it secret, use it only to perform this Agreement, disclose it only to personnel who need it and are under equivalent obligations, and return or delete it on request or on termination, except for one archival copy kept to meet a legal, audit or backup requirement.

6.2  These obligations do not apply to information that is or becomes public without breach, that the receiving party already held without a duty of confidence, that it develops independently, or that it is required to disclose by law or to a court or regulator — in which case it will notify the other party first where it is lawful to do so.

6.3  These obligations continue for three years after termination, and for as long as the information remains a trade secret under applicable law.

7. Data protection

7.1  Where the Contractor processes personal data on the Company's behalf, it will do so only on the Company's documented instructions; keep the data secure with appropriate technical and organisational measures; limit access to personnel bound by confidentiality; not engage a sub-processor without the Company's written consent; assist the Company with data subject requests and security incidents; notify the Company without undue delay after becoming aware of a personal data breach; and delete or return the data on termination.

7.2  Where the parties are in different countries, any transfer of personal data between them must use a transfer mechanism valid under the law applying to that data. If the Services involve personal data at any scale, the parties will put a separate data processing agreement and any required transfer terms in place.

8. Non-solicitation

8.1  For 12 months after termination, the Contractor will not solicit for employment or engagement any employee or contractor of the Company with whom it worked during the engagement. This does not prevent engaging a person who responds to a general public advertisement.

8.2  The Contractor remains free to work for other clients, including competitors, unless the parties sign a separate agreement saying otherwise. This restriction applies only to the extent it is enforceable under the governing law, and if a court reduces its scope or duration the reduced restriction applies.

9. Term and termination

9.1  This Agreement takes effect on [effective date] and continues until terminated under this clause.

9.2  Either party may terminate this Agreement for convenience by giving 14 days' written notice to the other.

9.3  Either party may terminate immediately by written notice if the other commits a material breach that is not remedied within 15 days of written notice, or becomes insolvent, enters an insolvency process or ceases to carry on business.

9.4  On termination the Company will pay for Services properly performed up to the termination date, including work in progress on an agreed pro-rata basis. The Contractor will deliver the Work Product created up to that date and return or delete the Company's property and confidential information. Clauses 5 to 8 and 10 to 13 survive termination.

10. Limitation of liability

10.1  Neither party excludes or limits liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for anything else that cannot lawfully be limited.

10.2  Subject to that, neither party is liable for loss of profit, revenue, business, anticipated saving or data, or for indirect or consequential loss, and each party's total liability under this Agreement is limited to the total fees paid and payable under it in the 12 months before the event giving rise to the claim.

10.3  That cap does not apply to a breach of clause 6 (Confidentiality) by either party.

11. Indemnity

11.1  The Contractor will indemnify the Company against losses, damages and reasonable costs arising from a third party claim that the Work Product infringes that third party's intellectual property rights, except where the claim arises from material the Company supplied or from the Company's modification of the Work Product.

11.2  The Company will indemnify the Contractor against losses, damages and reasonable costs arising from a third party claim caused by material the Company supplied or by the Company's use of the Work Product outside this Agreement.

11.3  A party claiming under an indemnity must notify the other promptly, must not admit liability, and must allow the indemnifying party to conduct the defence with reasonable cooperation at that party's cost.

12. Governing law and dispute resolution

12.1  This Agreement and any dispute or claim arising out of it are governed by the law of Delaware, United States, and the parties submit to the exclusive jurisdiction of the courts of Delaware, United States.

12.2  Before starting proceedings, the parties will attempt for 15 business days to resolve the dispute by discussion between senior representatives, unless a party needs urgent injunctive relief.

12.3  A court in the Contractor's country of residence may still take jurisdiction over certain claims, including employment and consumer claims, regardless of this clause.

13. Entire agreement

13.1  This Agreement is the entire agreement between the parties on its subject matter and replaces earlier discussions and proposals on it. A variation is valid only if it is in writing and signed by both parties.

13.2  Failure to enforce a term is not a waiver of it. If a term is held invalid, the rest of the Agreement continues to apply. Neither party may assign this Agreement without the other's written consent, except that the Company may assign it to a buyer of its business. No person other than the parties may enforce this Agreement. It may be signed in counterparts and by electronic signature.

Signed by the parties