When you are running a international business, there are times when the business needs to enter new markets. The Management might want to minimise risks and costs by hiring contractor(s) at the step when the organization is trying to break into the new market. The following is a sample Contractor Agreement. You should engage the services of a lawyer to draft such a contract that is appropriate for your business situation.
The Principal and the Contractor agree that the following terms and conditions will apply to the services to be performed by the Contractor under this Agreement:
This Agreement will commence on (date) and end on (date).
The Contractor will provide to the Principal Services as set out in the Schedule of this Agreement (‘the Services’), subject to the terms and conditions of this Agreement.
The Contractor must provide the Services to the Principal in accordance with the requirements of the schedule. The Contractor must comply with any direction or instruction by the Principal.
The Contractor will report to the Principal, or the authorised representative of the Principal, as and when requested to do so, in respect of the performance of the Services. The Contractor will comply with all reasonable requests of the Principal to provide information or access required to comply with the Principal’s obligations.
6.Fees and Payment
In consideration of the faithful performance of this Agreement by the Contractor, the Principal shall pay to the Contractor a daily rate of ($Sum) as fees for work performed.
Such payment shall be made at the end of each month upon the presentation of an invoice and following verification by the Principal of the successful completion of those deliverables. The payment of the invoice shall not relieve the Contractor from his obligation to do any missing works or rectify any works or items in accordance with this contract.
This Agreement may be terminated by either party, if the Contract shall expire or be terminated for any reason, by the giving of 1 month written notice.
This Agreement may be terminated immediately on the occurrence of any one of the following events:
(a) upon the cessation of business of either party to this Agreement;
(b) the Contractor commits any material breach of this Agreement;
(c) the Contractor fails to comply with any relevant statutory or regulatory requirement;
(d) the Contractor fails to deliver the Services in a quality and timely manner as per the Schedule.
Except as authorised or required by this Agreement, the Contractor shall not use or disclose, to any person or persons or Company any confidential information which it obtains or learns in the performance of the Services and vice versa.
All properties, including machines, tools, materials, documents provided by the Principal for use by the Contractor under this Agreement, or which came into the possession of the Contractor are the properties of the Principal.
All such properties must be returned to the Principal upon the completion of each work day’s activities and immediately upon termination of this Agreement.
10.Freedom to Contract
The Contractor will be free to enter into contracts with third parties for the provision of services by the Contractor to the third party while this Agreement is in force, subject to the Contractors not being placed in a conflict of interest, or in a possible conflict of interest, as between the Contractor’s obligations to the Principal under this Agreement.
11.Nature of the Relationship
The Contractor and the Principal agree that the Contractor will provide the Services to the Principal as a Contractor and will not be in the partnership with the Principal or an employee, servant or agent of the Principal for any purposes whatsoever.
The Contractor agrees to perform and observe all obligations and requirements of it by law in relation to the Contractor, including but not limited to, paying all necessary taxes, duties and imposts and taking out and continuing all necessary insurances, including public liability, professional indemnity and compliance with workers’ compensation obligations.
The Contractor hereby indemnifies, and agrees to keep indemnified the Principal and its respective officers, servants, employees and agents, against all losses, liabilities, claims and expenses which arise from:
(a) any act or omission of the Contractor in connection with the Services whether at common law, or for breach of statutory duty, or under any other statute or law;
(b) any injury or damage suffered by the Contractor;
(c) without limiting the above, any act or omission of the Contractor that causes or contributes to any loss, liability, claim or expense being incurred by the Principal under or in connection with the Contract.
The Contractor shall take out and maintain adequate insurance to cover its obligations under this Agreement.
The Contractor may not assign its rights and obligations under this Agreement to any other party,
without the consent of the Principal.
The terms of the Agreement may not be varied otherwise than in writing signed by the Contractor and the Principal.
The Contractor shall observe all applicable industrial laws and awards in each sphere of its activities in connection with the Services and carry out the Services under this Agreement in accordance with the highest professional standards.
This Agreement will be constructed and governed by the law of Singapore.
IN THE WITNESS WHEREOF, the parties thereto have affixed their signatures and seals below on the date first above written:
|The Principal||The Contractor|
SCHEDULE OF SERVICES
(In this section, specify the work to be done, including the physical area, work schedule etc)