Independent Contractor Agreement

Note: This template is a starting point. Consult legal counsel to ensure compliance with US, Vietnamese, and international laws.

Between [Your Company Name] (“Client”) and [Contractor Name] (“Contractor”)

1. Scope of Work

• Contractor will provide [specific services], including deliverables and deadlines (e.g., “Frontend development for X project by [date]”).
• Revisions: Client may request up to [X] rounds of revisions within [X] days of delivery.

2. Compensation

• Rate: $[X] per [hour/project], paid via [method] within [X] days of invoice.
• Expenses: Contractor covers all costs unless pre-approved in writing by Client.

3. Independent Contractor Status

• Contractor is responsible for taxes, insurance, and benefits.
• Contractor may not represent themselves as an employee of Client.

4. Confidentiality & Intellectual Property

• Contractor agrees to sign a separate NDA (if applicable).
• All work products, including code, designs, and documents, are Client’s exclusive property.

5. Non-Compete & Non-Solicitation

• Non-Compete: For [6–12 months] post-termination, Contractor agrees not to provide similar services to Client’s direct competitors in [industry/geographic region].
• Non-Solicitation: Contractor will not solicit Client’s employees, customers, or contractors for [X] months post-termination.

6. Subcontracting

• Contractor may not subcontract work without Client’s prior written consent.

7. Equipment & Tools

• Contractor will use their own tools/software unless otherwise agreed (e.g., Client provides licenses for specific platforms).

8. Termination

• Either party may terminate with [X] days’ written notice.
• Client will pay for work completed before termination; Contractor will return all confidential materials.

9. Dispute Resolution

• Governing Law: [US State] law.
• Disputes resolved through binding arbitration in [location], excluding Vietnamese courts.

10. Liability

• Contractor is liable for breaches of confidentiality, IP infringement, or misclassification claims arising from their actions.

Signatures

________________________________________
[Client Name, Title, Date]

________________________________________
[Contractor Name, Date]