Set out below is a sample independent contractor agreement. The objective is to provide a basic example of a consulting contract with explanations of the intent of the main clauses.
The bullet point text in BLUE font beneath each clause of the example contract is the narrative and explanation that I have added.
This sample independent contractor agreement is intended for use by a consultant who intends to contract indirectly with the client through an Agent. The Agent has the direct relationship with the client.
The Agency will very probably provide you with a draft sample independent contractor agreement as the basis for discussion and negotiation. However, the Agency is likely to be quite inflexible with regard to potential changes to the structure and content of the draft contract. Nevertheless, you should review the document very carefully and pass a copy to your advisors for review and comment.
Following this review, if you do require some changes to the draft agreement as provided by the Agency, only you can judge how hard to push for the amendments. Your approach in this situation will be influenced by the strength of your bargaining position as illustrated by the following factors:
- How specialized are your skills and how scarce are they in the marketplace? If highly specialized and scarce - you should push the Agent to flex the contract to address your concerns
- Does the Agent have a number of other consultants on his books who could undertake the assignment equally as well as you could? If so this puts you in a weaker position
- The length and quality of the relationship that you have with the Agency; if the Agent values the relationship highly then he is more likely to accommodate your requirements
When you are building a new relationship with an Agency it makes sense to invest time up front in working closely together to review the sample independent contractor agreement and agree the basic framework of the agreement. For each contract that you subsequently undertake through that Agency the standard contract will then apply, with only slight variations required to reflect matters such as the specific details of the assignment, fees and commission percentage.
It is worth keeping in mind that the draft independent contractor agreement provided by an Agency is likely to have been in use for a period of years and will have been refined countless times through that time period. The Agency will invest substantial time and expense working with its lawyers to construct and maintain an agreement that reflects the commercial reality of the intended relationship both between the Agency and the Consultant and a between the Agency and the Client.
Furthermore, the draft contract is likely to have been reviewed and challenged by scores if not hundreds of independent consultants (and their lawyers!) prior to your own review; therefore, you can be reasonably confident that the requirements of those consultants who have gone before you will be substantially reflected in the sample agreement provided to you by the Agency.
Sample Independent Contractor Agreement - Contracting indirectly i.e.through an Agency
This sample agreement is currently under revision. The update is scheduled to be completed during the next month. Thanks for your patience.
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