THIS CONTRACTOR AGREEMENT (hereinafter referred to as the “Agreement”) is made and entered into as of __________ (hereinafter referred to as the “Effective Date”), by and between _______________(hereinafter referred to as the “Client”), of ____________ and _____________(hereinafter referred to as the “Contractor”).



WHEREAS, Client considers Contractor qualified to perform certain services required by and for the benefit of Client;


WHEREAS, Client wishes to retain Contractor to perform such services in the capacity of independent contractor; and


WHEREAS, Contractor wishes to perform such services in exchange for the compensation as set forth in this Agreement;


NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, Client and Contractor hereby agree as follows:



1.                  Work to be performed.

Contractor shall perform the following services for the benefit of Client: (the “Specified Work”).



2.      Compensation.

Client shall pay a fee to Contractor, in consideration for the labor and materials to be provided by Contractor. Client shall pay Contractor a flat fee of $ _______________

3.      Payment Schedule:

3.1.   Client will pay Contractor according to the following Schedule

$  _____         Deposit at signing and to schedule work
$ ______        Beginning of work
$ ______        Progress payment
$ ______        Upon Completion and sign off by CM

4.      Change Orders:

Any changes to the Specified Work are only approved after a separate estimate and signed change order has been issued.

5.      Term.

Contractor shall start providing the services specified hereunder beginning on or
______. Contractor shall provide services for Client until the services specified hereunder are completed.

6.      Contractor Relationship. 

Contractor is solely responsible for, and will file, on a timely basis, all tax returns and payments required to be filed with, or made to, any federal, state or local tax authority with respect to the performance of services and receipt of fees under this Agreement.  Contractor is solely responsible for, and must maintain adequate records of, expenses incurred in the course of performing services under this Agreement. 

7.      Insurance:

7.1.   The Contractor, at its own expense, shall obtain and maintain in full force and effect, without interruption during the term of the Agreement, the following minimum levels of insurance:

7.2.   Workers’ Compensation insurance covering the legal liability of the Contractor

7.3.   General Liability insurance covering the legal liability (including liability assumed contractually, whether incidental or not) of the Contractor who may be engaged in the services, for claims arising out of operations performed under this Agreement.

7.4.   Contractor shall provide Certificate of Insurance to Client.

8.      Lien Waivers:

8.1.   Prior to final payment Contractor shall provide a Waiver of Lien to Client.


9.      Opportunity to Cure.

If either party to this Agreement materially breaches this Agreement or any material clause hereunder, the parties shall have a period of fourteen (14) days to cure the breach upon written notice of the breach from the non-breaching party.

10.  Indemnification and Arbitration:

10.1.                    The work performed by the Contractor shall be at the risk of the Contractor exclusively.

10.2.                    Contractor hereby indemnifies and holds Client, its parent and affiliates and their respective officers, directors, employees and agents, harmless from and against any and all claims, actions, losses, judgments, or expenses, arising from or in any way connected with the work performed, materials furnished, or services provided to Contractor during the term of this Agreement.

10.3.                    Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by binding arbitration and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

10.4.                    The prevailing party in any arbitration concerning this Agreement shall be entitled to reasonable attorneys' fees.

11.  Observance of Client Rules. 

At all times while on Client’s premises, Contractor will observe Client’s rules and regulations with respect to conduct, health, safety and protection of persons and property.

12.  Cleaning Up

The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. The Contractor will be responsible for cleaning up on a daily basis. At completion of the Work the Contractor shall remove waste materials, rubbish, the Contractor’s tools, construction equipment, machinery and surplus materials. If the Contractor fails to clean up as provided in the Contract Documents, the Client may do so and the cost thereof shall be charged to the Contractor



13.  Successors and Assigns. 

Contractor may not subcontract or otherwise delegate Contractor’s obligations under this Agreement without Client’s prior written consent.  Subject to the foregoing, this Agreement will be for the benefit of Client’s successors and assigns, and will be binding on Contractor’s assignees.

14.  Notices. 

Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows, with notice deemed given as indicated:  (a) by personal delivery, when actually delivered; (b) by overnight courier, upon written verification of receipt; (c) by facsimile transmission, upon acknowledgment of receipt of electronic transmission; (d) by electronic mail, upon acknowledgement of receipt or (d) by certified or registered mail, return receipt requested, upon verification of receipt.  Notice shall be sent to the addresses set forth above or to such other address as either party may provide in writing.

15.  Governing Law; Forum. 

This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the State of Connecticut.

16.  Severability.

 If a court of law holds any provision of this Agreement to be illegal, invalid or unenforceable, (a) that provision shall be deemed amended to achieve an economic effect that is as near as possible to that provided by the original provision and (b) the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected thereby.


17.  Waiver; Modification. 

If Client waives any term, provision or Contractor’s breach of this Agreement, such waiver shall not be effective unless it is in writing and signed by Client.  No waiver by a party of a breach of this Agreement shall constitute a waiver of any other or subsequent breach by Contractor.  This Agreement may be modified only by mutual written agreement of authorized representatives of the parties. 

18.  Entire Agreement. 

This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous agreements concerning such subject matter, written or oral.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.




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