"Agreement" means this Independent Contractor Agreement, including any written changes the parties sign under the General Terms section.

"Approval" means the Client's written confirmation, sent by email or letter from an authorized Client representative, that a Deliverable meets the requirements of this Agreement. "Approve" and "Approved" have matching meanings.

"Business Day" means any day other than a Saturday, Sunday, or public holiday in the place where the Client's Premises are located.

"Client Materials" means all information, data, documents, software, equipment, tools, designs, trademarks, and other materials that the Client or anyone acting for the Client provides or makes available to the Contractor in connection with the Project.

"Confidential Information" means all non-public information, in any form, that the Contractor receives, sees, or learns about the Client or its affiliates, customers, suppliers, employees, or business, whether before or after the Effective Date, including business plans, pricing, financial data, technical data, software, customer lists, personal data, the Client Materials, the Work Product, and the terms of this Agreement.

"Deliverables" means the specific items, results, and outputs the Contractor must deliver to the Client under this Agreement, as described in The Work and Deliverables section.

"Fee" means the fixed total amount payable to the Contractor for the complete and Approved performance of the Project, as set out in the Fees, Payment, and Expenses section.

"Premises" means the Client's site located at [address of Client premises], and any other Client location the Client reasonably directs the Contractor to attend in connection with the Project.

"Work Product" means everything the Contractor creates, develops, or prepares, alone or with others, in performing this Agreement, including the Deliverables, drafts, notes, designs, code, documents, reports, and all intellectual property rights in any of them.

The Contractor will carry out the following project for the Client: [detailed description of the project] (the "Project").

The Contractor will produce and deliver the following Deliverables by the following dates: [list each Deliverable, its description, and its delivery date]. The Contractor must complete all Deliverables no later than [final completion date].

The Contractor will perform the work with professional skill and care, in line with good industry practice, and in compliance with all applicable laws and any reasonable written instructions the Client gives about the results it requires.

The Contractor promises that the Deliverables will match the descriptions in this Agreement, will be its own original work (except for materials the Client provides or approves in writing), and will not infringe anyone else's intellectual property or other rights.

The Contractor must tell the Client promptly in writing if it expects any delay, and explain the reason and the new expected date. Telling the Client about a delay does not change any deadline unless the Client agrees in writing.

The Client may ask for changes to the Project or the Deliverables at any time. If a change will materially affect the Fee or the timeline, the Contractor must say so in writing within [3] Business Days, and the change will only take effect once both parties sign a written change. Work done without such a signed change will be treated as included in the Fee.

The Contractor will personally perform the work, or use only the individuals named here: [names of approved personnel]. The Contractor may not subcontract or replace any of them without the Client's prior written consent, and remains fully responsible for anyone it uses.

The Contractor is an independent business, not an employee, partner, agent, or joint venturer of the Client. Nothing in this Agreement creates an employment relationship.

The Contractor decides how to carry out the work, subject only to the Client's requirements about the results, deadlines, and the rules for working at the Premises.

The Contractor and its personnel are not entitled to any employee benefits from the Client, such as health insurance, retirement plans, paid leave, bonuses, or equity plans, even if a court or authority later reclassifies the relationship.

The Contractor is solely responsible for all taxes, social security contributions, insurance, licenses, and registrations that apply to the Contractor, its income, and its personnel. The Client will not withhold taxes from payments unless the law requires it.

The Contractor has no authority to sign contracts, make promises, or take on any obligation in the Client's name, and must not present itself as having that authority.

The Contractor is free to work for other clients during this Agreement, as long as that work does not interfere with the Project or break the Confidentiality section.

The Contractor will hold, at its own cost, general liability insurance and professional liability insurance of at least [amount] per claim, and any other insurance the law requires for its business, and will provide proof of coverage on request.

When the Contractor delivers a Deliverable, it must give written notice to the Client that the Deliverable is ready for review.

The Client will review each Deliverable within [10] Business Days after receiving it (the "Review Period") and will either Approve it or reject it in writing with a short explanation of what does not meet the requirements.

If the Client rejects a Deliverable, the Contractor must correct it and resubmit it within [5] Business Days, at no additional cost. The Client will then have a new Review Period for the resubmitted Deliverable.

If the Client has not responded by the end of a Review Period, the Contractor may send a written reminder. If the Client still does not respond within [5] Business Days after receiving that reminder, the Deliverable will be treated as Approved.

If a Deliverable is rejected twice, the Client may choose to accept it with a fair reduction in the Fee, give the Contractor another chance to correct it, or end this Agreement immediately by written notice and receive a refund of any part of the Fee already paid for that Deliverable.

Using or testing a Deliverable during the Review Period does not count as Approval.

Approval does not waive the Client's rights if a defect or non-compliance is discovered later. The Contractor must fix any such defect reported within [90] days after Approval at no extra cost.

For the complete and Approved performance of the Project, the Client will pay the Contractor a fixed Fee of [amount and currency].

The Fee will be paid in the following installments, each due only after Approval of the related Deliverable: [payment schedule, for example percentage or amount per Deliverable].

After each Approval, the Contractor may send an invoice showing the amount due, the related Deliverable, and any approved expenses. The Client will pay each correct invoice within [30] days after receiving it, to the bank account the Contractor names in writing.

The Fee covers all of the Contractor's work, time, overhead, tools, and costs, and will not increase for any reason unless both parties sign a written change.

The Client will reimburse only reasonable out-of-pocket expenses that the Client approved in writing before they were incurred. The Contractor must submit receipts with its invoice. The Client will not pay for any expense that was not approved in advance.

If the Client disputes any part of an invoice in good faith, it may withhold the disputed amount and pay the rest, and the parties will try to resolve the dispute promptly. The Client may also deduct from any payment any amount the Contractor owes the Client under this Agreement.

The Fee does not include taxes that the law requires the Contractor to charge. The Contractor must show any such tax separately on its invoice, and is responsible for paying all its own income and business taxes.

This Agreement starts on the Effective Date and continues until all Deliverables are Approved and paid for, unless it ends earlier under this section.

The Client may end this Agreement at any time, for any reason, by giving the Contractor [7] days' written notice.

The Contractor may end this Agreement for any reason by giving the Client [30] days' written notice.

Either party may end this Agreement immediately by written notice if the other party seriously breaks this Agreement and does not fix the breach within [10] days after receiving written notice of it, or if the other party becomes insolvent or stops doing business.

If the Client ends this Agreement for any reason other than the Contractor's breach, the Client will pay for Deliverables Approved before the end date and a fair, proportionate part of the Fee for work properly completed on the Deliverable in progress, plus pre-approved expenses already incurred. This is the only payment the Contractor will be entitled to when this Agreement ends.

If this Agreement ends because of the Contractor's breach, the Client only has to pay for Deliverables Approved before the end date, and may recover any extra costs it reasonably incurs to finish the Project with someone else.

When this Agreement ends, the Contractor must promptly deliver to the Client all Work Product (finished or not), return all Client Materials and Client property, and leave the Premises.

Any part of this Agreement that by its nature should continue after it ends will continue, including the sections on Liability and Indemnity, Ownership of Work, Confidentiality, and Governing Law and Dispute Resolution.

The Contractor will perform the work mainly at the Premises during the Client's normal business hours of [hours], unless the Client agrees otherwise in writing.

While at the Premises, the Contractor and its personnel must follow all Client health and safety, security, IT, and conduct rules that the Client shares with them, and any reasonable instructions from Client staff.

The Client will give the Contractor reasonable access to the Premises, a workspace, and any Client equipment or systems the Client decides are needed for the Project. The Contractor otherwise supplies its own tools and equipment at its own cost.

Client equipment and system access may be used only for the Project. The Contractor must take good care of Client property and is responsible for any loss or damage it or its personnel cause, other than normal wear and tear.

The Contractor and its personnel must not access areas, systems, or information beyond what is needed for the Project, and must not install software or connect devices to Client systems without the Client's prior written approval.

The Client may require any individual to pass reasonable security checks before entering the Premises, and may refuse access to, or remove from the Premises, any individual who breaks the Client's rules or behaves inappropriately. The Contractor must replace that individual promptly with a suitable person approved by the Client.

The Contractor must report to the Client immediately any accident, injury, security incident, or damage involving its personnel at the Premises.

The Contractor is responsible for the quality of its work and for the acts and omissions of its personnel and any approved subcontractors.

The Contractor will defend, indemnify, and hold harmless the Client, its affiliates, and their directors, officers, employees, and agents from all claims, losses, damages, fines, costs, and expenses (including reasonable legal fees) arising from: any breach of this Agreement by the Contractor; any negligent or wrongful act or omission of the Contractor or its personnel; any injury, death, or property damage caused by the Contractor or its personnel, including at the Premises; any claim that the Work Product infringes someone else's rights; and any claim relating to the Contractor's taxes, contributions, or the employment or classification status of the Contractor or its personnel.

The Client must tell the Contractor promptly about any claim covered by the indemnity, but a delay only reduces the Contractor's obligation to the extent the delay actually harms the Contractor's position. The Client may take part in the defense with its own lawyer, and the Contractor may not settle any claim in a way that imposes obligations on the Client without the Client's written consent.

If any Work Product is, or is likely to be, claimed to infringe someone else's rights, the Contractor must, at its own cost and at the Client's choice, obtain the right for the Client to keep using it or change it so it no longer infringes without reducing its quality or function.

The Client's total liability to the Contractor under or in connection with this Agreement will not exceed the total Fee.

The Client will not be liable to the Contractor for any indirect, special, or consequential losses, or for lost profits, lost business, or lost opportunity.

Nothing in this Agreement limits liability for fraud, intentional misconduct, or any other liability that cannot be limited by law.

In exchange for payment of the Fee, the Contractor transfers and assigns to the Client all rights, title, and interest, including all intellectual property rights, in the Work Product, worldwide. The transfer of each Deliverable and its related Work Product takes effect automatically when the Client pays the part of the Fee due for it.

Until the transfer takes effect, the Contractor grants the Client an exclusive, royalty-free, worldwide right to use, copy, change, and test the Work Product for the Client's business. The Contractor will not use, license, or disclose the Work Product to anyone else.

If any rights in the Work Product cannot be transferred, the Contractor grants the Client an exclusive, perpetual, irrevocable, royalty-free, worldwide, and transferable license to use and exploit those rights in any way, with the right to sublicense.

To the extent the law allows, the Contractor waives, and will make sure its personnel waive, any moral rights or similar rights in the Work Product, including the right to be named as the author or to object to changes.

If the Contractor uses any materials it owned before this Agreement, or developed outside it, in the Work Product ("Pre-existing Materials"), it must identify them to the Client in writing in advance. The Contractor grants the Client a non-exclusive, perpetual, irrevocable, royalty-free, worldwide, and transferable license to use, change, and sublicense those Pre-existing Materials as part of the Work Product.

The Contractor must not include any third-party or open-source materials in the Work Product without the Client's prior written approval.

The Contractor will sign any documents and take any steps the Client reasonably asks, during and after this Agreement, to confirm, register, or protect the Client's rights in the Work Product. The Contractor will make sure its personnel and subcontractors have signed agreements that give the Contractor the rights it needs to make this transfer.

The Client Materials remain the Client's property at all times, and the Contractor receives no rights in them except to use them for the Project.

The Contractor must keep all Confidential Information secret and use it only to carry out the Project.

The Contractor may share Confidential Information only with its personnel who need to know it for the Project and who are bound by confidentiality duties at least as strict as those in this section. The Contractor is responsible for any breach by them.

The Contractor must protect Confidential Information with at least the same care it uses for its own sensitive information, and never less than reasonable care. It must not copy Confidential Information except as needed for the Project.

These duties do not apply to information that the Contractor can show was already public through no fault of its own, was lawfully known to it before the Client disclosed it without any duty of confidence, or was lawfully received from a third party who was free to share it.

If the law or a court or government order requires the Contractor to disclose Confidential Information, the Contractor must, where legally allowed, tell the Client promptly so the Client can seek protection, and must disclose only what is legally required.

If the Contractor handles any personal data for the Client, it must follow all applicable data protection laws and the Client's written instructions, and must tell the Client without delay about any loss of or unauthorized access to Confidential Information.

When this Agreement ends, or earlier on the Client's request, the Contractor must return or securely destroy all Confidential Information and confirm in writing that it has done so.

The duties in this section continue for [5] years after this Agreement ends, and for trade secrets and personal data, for as long as that information remains protected by law.

A breach of this section may cause the Client harm that money alone cannot fix, so the Client may seek an injunction or other court order to stop or prevent a breach, in addition to any other remedy.

This Agreement is governed by the laws of [governing jurisdiction], without regard to its conflict of law rules.

If a dispute arises under or in connection with this Agreement, either party may send the other a written notice describing it. Senior representatives of both parties will then meet, in person or online, and try in good faith to resolve it within [20] Business Days.

If the dispute is not resolved within that time, either party may take it to the courts located in [city and jurisdiction], and both parties agree to the exclusive jurisdiction of those courts.

Nothing in this section stops the Client from seeking urgent court orders, including an injunction, in any court that has jurisdiction, to protect its Confidential Information, Work Product, or property.

While a dispute is being resolved, the Contractor must continue to perform its obligations under this Agreement, unless the Agreement has ended.

The party that wins in any court proceeding will be entitled to recover its reasonable legal fees and costs from the other party.

This Agreement is the entire agreement between the parties about the Project and replaces any earlier discussions, proposals, or agreements on the same subject. Any terms in the Contractor's quotes, invoices, or other documents do not apply.

This Agreement can only be changed by a written document signed by authorized representatives of both parties.

The Contractor may not assign, transfer, or subcontract any of its rights or obligations under this Agreement without the Client's prior written consent. The Client may assign this Agreement to an affiliate or to a buyer of all or part of its business by giving written notice to the Contractor.

Notices under this Agreement must be in writing and sent by hand, by courier, or by email to the addresses in the signature section (or any new address a party gives by notice). A notice is received on delivery by hand or courier, or on the next Business Day after an email is sent, unless the sender receives a delivery failure message.

If any part of this Agreement is found invalid or unenforceable, it will be changed to the minimum extent needed to make it enforceable, and the rest of this Agreement will remain in force.

A party's failure or delay in enforcing any right does not waive that right. A waiver is only valid if it is in writing.

Neither party will be liable for a delay or failure caused by events beyond its reasonable control, such as natural disasters, war, or government action, as long as it promptly tells the other party and does its best to limit the effect. If such an event delays the Contractor by more than [15] days, the Client may end this Agreement immediately by written notice.

The Contractor must not use the Client's name or logo, or refer to the Client as a customer, without the Client's prior written consent.

This Agreement may be signed in counterparts, including by electronic signature, and each counterpart will count as an original.