INDEPENDENT CONTRACTOR AGREEMENT

Effective Date: {{EFFECTIVE_DATE}}

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This Independent Contractor Agreement (the "Agreement") is entered into as of {{EFFECTIVE_DATE}}, by and between {{COMPANY_NAME}}, a {{COMPANY_STATE}} {{COMPANY_ENTITY_TYPE}} with its principal place of business at {{COMPANY_ADDRESS}} ("Company"), and {{CONTRACTOR_NAME}}, a {{CONTRACTOR_TYPE}} with a principal place of business at {{CONTRACTOR_ADDRESS}} ("Contractor"). The Company and Contractor may be referred to individually as a "Party" and collectively as the "Parties."

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1. Services and Statement of Work

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1.1 Contractor agrees to provide the services described in the Statement of Work attached hereto as Exhibit A (the "Services"). Contractor shall perform the Services in a professional and workmanlike manner in accordance with industry standards.

1.2 The Statement of Work shall specify the scope of Services, deliverables, timelines, compensation, and any other specific terms applicable to the Services. In the event of any conflict between this Agreement and the Statement of Work, this Agreement shall control unless the Statement of Work explicitly states otherwise.

1.3 The Parties may agree to additional Statements of Work from time to time. Each Statement of Work shall be in writing, signed by both Parties, and governed by the terms of this Agreement.

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2. Independent Contractor Status

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2.1 Contractor is an independent contractor and not an employee, partner, or agent of the Company. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the Parties.

2.2 Contractor shall have sole control over the manner and means of performing the Services, subject to the requirement that Contractor meet the specifications and deadlines set forth in the Statement of Work.

2.3 Contractor acknowledges that Contractor is not entitled to any employee benefits, including but not limited to health insurance, retirement benefits, unemployment insurance, or workers' compensation. Contractor shall be solely responsible for all taxes, withholdings, and other statutory obligations relating to Contractor's compensation.

2.4 Contractor shall be responsible for all expenses incurred in connection with the performance of the Services unless otherwise specified in the Statement of Work.

2.5 Contractor retains the right to perform services for other clients, provided that such services do not conflict with Contractor's obligations under this Agreement or violate the confidentiality provisions herein.

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3. Compensation and Payment

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3.1 In consideration for the Services, Company shall pay Contractor the compensation set forth in the Statement of Work.

3.2 Contractor shall submit invoices to Company in accordance with the schedule specified in the Statement of Work. Each invoice shall include a description of the Services performed, the dates on which Services were performed, and the amount due.

3.3 Company shall pay all undisputed invoices within {{PAYMENT_TERMS_DAYS}} days of receipt, unless otherwise specified in the Statement of Work.

3.4 Contractor shall be solely responsible for all federal, state, and local taxes, including income tax, self-employment tax, and any other taxes arising from the compensation paid under this Agreement.