Independent Contractor Agreement Template

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INDEPENDENT CONTRACTOR AGREEMENT
Contractor ‐ Subcontractor
This Independent Contractor Agreement (hereafter “Agreement”) is hereby entered
i n t o b y a n d b e t w e e n _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ d/b/a
____________________________________________ (hereafter “Contra ctor”) a nd
______________________________ d/b/a _____________________________ (hereafter
“Subcontractor”).
WITNESSETH
WHEREAS, Contractor is engaged in the business of providing delivery services, including parcel
delivery services, for its customers, which include large transportation companies, freight brokers and
other carriers; and
WHEREAS, Subcontractor operates an independent delivery business currently authorized to
operate as a motor carrier of property in the state or states in which Subcontractor performs delivery
services; and
WHEREAS, Subcontractor owns, leases or is in otherwise lawful possession of motor vehicle and
other equipment suitable for the performance of professional delivery services. Subcontractor
further agrees all equipment meets applicable legal requirements; and
WHEREAS, Subcontractor wishes to enter into this Agreement to perform certain deliveryservice;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained
herein, the parties agree as follows:
TERMS
1.
SUBCONTRACTOR’S SERVICES
1.1
Subcontractor represents that it is engaged in the independent business of providing
delivery services and further represents that it maintains all licenses and permits necessary to perform
such services, including, if applicable, any state or federally required permits or business licenses,
such as a motor carrier permit, for the locality or localities in which Contractor performs services.
1.2
In exchange for the delivery fees negotiated by the parties, as set forth in the attached
Appendix B, Subcontractor shall perform the transportation and delivery services offered to and
accepted by Subcontractor, which services are further described in Appendix B. Subcontractor agrees to
fully perform all delivery work accepted by Subcontractor in a timely, efficient and safe manner and in
accordance with all customer or shipper specifications. Full performance of a delivery job shall include,
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INDEPENDENT CONTRACTOR AGREEMENT
Contractor ‐ Subcontractor
This Independent Contractor Agreement (hereafter “Agreement”) is hereby entered
i n t o b y a n d b e t w e e n _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ d/b/a
____________________________________________ (hereafter “Contra ctor”) a nd
______________________________ d/b/a _____________________________ (hereafter
“Subcontractor”).
WITNESSETH
WHEREAS, Contractor is engaged in the business of providing delivery services, including parcel
delivery services, for its customers, which include large transportation companies, freight brokers and
other carriers; and
WHEREAS, Subcontractor operates an independent delivery business currently authorized to
operate as a motor carrier of property in the state or states in which Subcontractor performs delivery
services; and
WHEREAS, Subcontractor owns, leases or is in otherwise lawful possession of motor vehicle and
other equipment suitable for the performance of professional delivery services. Subcontractor
further agrees all equipment meets applicable legal requirements; and
WHEREAS, Subcontractor wishes to enter into this Agreement to perform certain deliveryservice;
NOW, THEREFORE, in consideration of the foregoing and the mutual agreements contained
herein, the parties agree as follows:
TERMS
1.
SUBCONTRACTOR’S SERVICES
1.1
Subcontractor represents that it is engaged in the independent business of providing
delivery services and further represents that it maintains all licenses and permits necessary to perform
such services, including, if applicable, any state or federally required permits or business licenses,
such as a motor carrier permit, for the locality or localities in which Contractor performs services.
1.2
In exchange for the delivery fees negotiated by the parties, as set forth in the attached
Appendix B, Subcontractor shall perform the transportation and delivery services offered to and
accepted by Subcontractor, which services are further described in Appendix B. Subcontractor agrees to
fully perform all delivery work accepted by Subcontractor in a timely, efficient and safe manner and in
accordance with all customer or shipper specifications. Full performance of a delivery job shall include,
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but is not limited to, pickup (including loading) and delivery (including unloading), safe transport, and
timely submission of all properly completed documentation required by the shipper and/or its
customer.
1.3
Contractor shall have no right to, and shall not, control the manner or prescribe the
method Subcontractor uses to complete accepted delivery jobs. Subcontractor shall be solely
responsible for determining the most effective, efficient and safe manner to perform the services
relating to each job, including determining the manner of delivery and pickup and route selection.
1.4
At Subcontractor’s discretion, Subcontractor shall have the right to refuse any delivery
job offered by Contractor.Following acceptance, however, Subcontractor may not refuse to perform a
delivery unless expressly waived by both parties. Failure to provide promised services on accepted
delivery jobs shall constitute a material breach of this Agreement.
1.5
A delivery shall be deemed complete when: (1) the pickup and/or delivery has been
completed as specified by the shipper; (2) Subcontractor furnishes to Contractor and/or Contractor’s
customer all data and/or paperwork required by the shipper; and (3) Subcontractor renders an accurate
and complete invoice to Contractor for the service. To be complete, such invoice shall include all related
bills of lading, proof of delivery and other shipping documentation (hereafter “shipping
documentation”). If mutually agreed upon by the parties, Subcontractor’s submission of the shipping
documentation may serve as Subcontractor’s invoice for the services performed.
1.6
Should Subcontractor fail to complete the contracted services in accordance with the
terms specified by the shipper, Subcontractor shall forfeit all or a portion of the fee relating to that
delivery. Any reduction in the delivery fee shall be based upon proof provided by the shipper, recipient,
Contractor, Subcontractor and any other party with information relevant to the dispute. Based on the
information made available, Contractor shall make the initial determination as to whether a service
failure occurred and, if so, the extent to which the failure was caused by Subcontractor. If
Subcontractor was responsible for the service failure, and the shipper fails or refuses to pay the delivery
fee, Subcontractor shall forfeit the entire delivery fee owed. If Subcontractor was responsible for the
service failure and the shipper pays only a portion of the delivery fee, the unpaid portion of the fee shall
be reduced from the amount owed to Subcontractor. If both Contractor and Subcontractor are
responsible for the service failure, the fee paid by the shipper (whether it be the complete amount or
only partial payment) shall be split between Contractor and Subcontractor based on their relative
percentage of fault.
1.7
If, under this Agreement, Subcontractor elects to perform delivery services on a
regular basis, such as providing daily delivery service for a particular geographic area, Subcontractor
shall be responsible for performing the services even during periods when Subcontractor is personally
unavailable. In such instances, it shall be Subcontractor’s responsibility to arrange for the services to be
performed by Subcontractor’s employee, agent or subcontractor. Failure to make coverage
arrangements shall constitute a material breach of this Agreement (unless excused by mutual
agreement).
2.
PAYMENT OF DELIVERY FEES
2.1
Contractor shall pay Subcontractor for all services properly completed and invoiced
within __________________days of Contractor’s receipt of Subcontractor’s invoice.
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2.2
Payment by Contractor shall be deemed accurate and complete unless disputed by
Subcontractor within thirty (30) days of payment. To dispute a payment, Subcontractor must provide
written notice of the dispute to Contractor, with the notice specifying the reason for the challenge. In
the absence of such timely written notice, Subcontractor’s right to dispute the payment shall be waived
and the payment shall become final.
2.3
If Contractor fails to remit payment to Subcontractor in a timely and accurate manner,
Subcontractor shall have the right to seek proper payment through any legal means contemplated by
this Agreement. However, to bring a claim for improper or incomplete payment under this Agreement,
Contractor must first satisfy the notice requirement contained herein.
2.4
If, after payment is made, Contractor discovers that Subcontractor failed to submit all
documentation required by the shipper, or submitted incomplete or inaccurate shipping
documentation, Contractor shall have the right to recover the amount of the improperly invoiced
delivery fee from any amounts owed to Subcontractor. To recover an improperly invoiced payment,
Contractor must notify Subcontractor of the error within thirty (30) calendar days of the date on which
the payment was made. If notice of the error is not made within the thirty (30) day period, it shall be
deemed waived.
NON ‐ EXCLUSIVE ARRANGEMENT
3.
3.1
The parties recognize that both Contractor and Subcontractor are, or may be, engaged
in similar delivery service arrangements with other entities. Nothing in this Agreement shall preclude
Subcontractor from doing business with other transportation providers (including competitors) or from
performing services directly for Subcontractor’s own customers. Absent any legal restriction,
Subcontractor shall have the right to perform delivery services for other companies, entities and
customers at the same time as Subcontractor performs the services covered by this Agreement.
Subcontractor agrees, however, to abide by all laws prohibiting the commingling of packages from
different indirect air carriers, or other similarly regulated carriers.
3.2
Subcontractor shall not, however, during the term of this Agreement, divert or attempt
to divert any delivery order offered by Contractor or Contractor’s customer to a competitive carrier or
directly to Subcontractor itself.
4.
SUBCONTRACTOR’S EQUIPMENT
4.1
Subcontractor warrants that it shall use the vehicle(s) described in the attached
Appendix A to perform the services covered by this Agreement. Subcontractor shall provide immediate
written notice to Contractor in the event it replaces the vehicle(s) described in Appendix A, or adds new
vehicles to its fleet. In the event it fails to do so, Subcontractor shall indemnify, defend and hold
harmless Contractor, its customer, and the shipper from any and all damages, liability, and expense,
including attorneys fees, or other cost to which Contractor, its customer, or the shipper is or are
subjected to or required to pay as a result of any vehicle not being included in Appendix A.
4.2
Subcontractor represents that the vehicles utilized to perform services under this
Agreement, which are listed in Appendix A, meet all industry and regulatory standards and shall be in
full working condition and properly licensed and registered to lawfully perform the contracted services.
To the extent that Subcontractor’s vehicles are regulated by the Federal Motor Carrier Safety
Regulations or the state equivalent, Subcontractor warrants that the regulated vehicles now meet, and
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will be maintained by Subcontractor in a level of mechanical fitness and cleanliness to continue to meet,
the requirements of the federal and state regulations. If required by law, Contractor may verify
compliance with all federal, state and local laws. Subcontractor further agrees to provide Contractor
with all required certificates of inspection necessary to comply with federal and state requirements.
4.3
Subcontractor recognizes the importance of vehicle appearance and cleanliness in the
delivery industry. Therefore, Subcontractor agrees to maintain the listed equipment in a clean condition
consistent with the pattern and practice in the delivery industry. Subcontractor and Subcontractor’s
employees, assistants and subcontractors shall be expected to maintain a professional appearance while
on the premises of entities where pickups and deliveries are made. Contractor (including its employees,
assistants and subcontractors) shall have no obligation to wear a uniform or clothing of any type bearing
Contractor’s or Contractor’s customer’s name, logo or colors, unless otherwise required by the shipper
or recipient for security purposes. In such cases, the security identification specified by the shipper
and/or recipient need only be worn while on the shipper’s and/or recipient’s premises. The parties
acknowledge that to the extent Subcontractor must display security identification (including apparel
bearing a logo), the requirement is imposed by the shipper/recipient, not Contractor.
4.4
Subcontractor shall be responsible for all costs and expenses incident to its personnel
and equipment in performing services under this Agreement, including, but not limited to, costs of fuel,
fuel taxes, tolls, wages, employment taxes, excise taxes, permits of all types, detention and accessorial
services, base plates, gross revenue taxes, road taxes, equipment use fees and taxes, licensing,
insurance coverage and any other tax, fine or fee imposed or assessed against the equipment or
Subcontractor by any state, local, or federal authority as a result of an action by Subcontractor or its
employees, agents, or subcontractors in the performance of this Agreement.
4.5
Except as otherwise required by law, Subcontractor assumes all risk of damage or loss to
its vehicles, equipment and supplies, including those utilized to perform the services contemplated by
this Agreement. Subcontractor further agrees to indemnify and hold harmless Contractor and its
customers against any and all liability claims and demands for personal injury or property damage
asserted against Contractor or its customer by reason of the use and operation of Subcontractor’s
vehicles during the term of this Agreement.
4.6
Subcontractor shall be responsible for complying with all applicable laws, rules,
ordinances and other requirements imposed by federal, state, county or municipal government
authorities relating to and concerning the fitness and competency of those persons operating
Subcontractor’s equipment and the ownership, maintenance and preparation of the equipment.
Subcontractor shall indemnify and hold harmless Contractor and its customers against any and all
liability, including attorneys’ fees and other legal expenses, imposed or claimed to be imposed upon
Contractor or its customers arising directly or indirectly from the failure of Subcontractor or its
employees, agents, servants, subcontractors or representatives, to comply with the provisions of this
Agreement or the failure to exercise legally required due care in the performance of the services
contemplated by this Agreement.
4.7
Subcontractor shall not be required to purchase, lease or rent any products, equipment
or services from Contractor or its customer as a condition of entering into this Agreement. However,
due to the nature of the delivery business, Subcontractor must maintain and utilize
communication equipment compatible with that used by Contractor and/or its customer. In the event
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Subcontractor elects to voluntarily rent any equipment from Contractor or its customer, such rental
shall be at fair market value and shall be memorialized in a separate agreement.
5.
SUBCONTRACTOR’S PERSONNEL
5.1
In lieu of rendering services directly, Subcontractor shall have the right to employ,
furnish and supervise qualified licensed drivers and other qualified individuals and employees, as
required, to perform the services covered by this Agreement. All such individuals, employees and
contractors, utilized by the Subcontractor must meet the qualifications required of Subcontractor
hereunder.
5.2
Subcontractor shall be solely responsible for the direction and control of the employees,
agents and subcontractors of Contractor, if any, performing labor pursuant to this Agreement, including
their selection, hiring, firing, supervision, assignment, and direction, the setting of wages, hours and
working conditions, and the adjustment of their grievances. Subcontractor shall determine the method,
means and manner of the performance of the work of its employees, agents and subcontractors.
5.3
Subcontractor assumes full and sole responsibility for the payment of all compensation,
wages, benefits and expenses of its employees, agents, and subcontractors, if any, and for all required
state and federal income tax withholdings, unemployment insurance, and social security taxes as to
Subcontractor and all persons employed by Subcontractor in the performance of services under this
Agreement, and Subcontractor shall be responsible for meeting and fulfilling the requirements of all
regulations now or hereafter prescribed by legally constituted authority with respect thereto.
Contractor and its customers shall not be responsible for the wages, benefits or expenses due
Subcontractor’s employees, agents, or subcontractors nor for income tax withholding, social security,
unemployment, or other payroll taxes of Subcontractor’s employees, agents, or subcontractors.
5.4
All pay, benefits, and working conditions of Subcontractor’s employees, agents, or
subcontractors are a matter of agreement solely between Subcontractor and its employees, agents, or
subcontractors. Neither Subcontractor nor its employees, agents, or subcontractors shall receive any
vacation pay or holiday pay from Contractor or its customers, nor shall they participate in other
Contractor benefits, if any, available to Contractor’s employees, agents, or subcontractors or
Contractor’s customer’s employees, agents, or subcontractors (even if Subcontractor or its
employees, agents or subcontractors are found to be employees of Contractor or its customer by a court
or agency of competent jurisdiction).
5.5
Before utilizing any driver to perform delivery services under this Agreement,
Subcontractor agrees to conduct a background check, including driving record, and a drug and alcohol
screen of the driver and provide verification of such to Contractor. Subcontractor shall be responsible
for all costs associated with performing background checks and drug and alcohol screening of
Subcontractor’s drivers. Upon request, Subcontractor shall make its records demonstrating compliance
with the foregoing requirements available to Contract for verification. Upon execution of this
Agreement, Subcontractor shall deliver to Contractor any and all documentation for Subcontractor’s
drivers required to be submitted to Contractor by the rules and regulations of the FHA and DOT,
including leasing regulations, and the rules of the appropriate regulatory agencies having jurisdiction.
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