Agreement Between Two Contractors Template for United States

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Key Requirements PROMPT example:

Agreement Between Two Contractors

"I need an Agreement Between Two Contractors for a web development project where I'll be collaborating with another freelance developer to build an e-commerce platform, starting March 2025, with clear IP rights allocation and payment milestone structure."

Document background
The Agreement Between Two Contractors is essential when two independent contractors need to collaborate on projects or provide services to each other in the United States. This document helps prevent misunderstandings by clearly defining roles, responsibilities, and expectations while protecting both parties' interests. It addresses crucial aspects such as scope of work, payment terms, insurance requirements, and liability protection, while ensuring compliance with federal and state contractor regulations. The agreement is particularly important for maintaining clear independent contractor status and avoiding potential misclassification issues under U.S. labor laws.
Suggested Sections

1. Parties: Identifies and defines all contracting parties with full legal names and addresses

2. Background/Recitals: Explains the context and purpose of the agreement between the contractors

3. Definitions: Defines key terms used throughout the agreement

4. Scope of Work: Detailed description of services/work to be performed by each contractor

5. Payment Terms: Details of compensation, payment schedule, and invoicing requirements

6. Term and Termination: Duration of agreement and conditions for termination

7. Independent Contractor Status: Explicit confirmation of independent contractor relationship

8. Insurance Requirements: Mandatory insurance coverage requirements for both parties

9. Governing Law: Specifies jurisdiction and applicable laws

Optional Sections

1. Intellectual Property Rights: Ownership and rights to work product - include when work involves creation of intellectual property

2. Confidentiality: Protection of sensitive information - include when contractors will exchange proprietary information

3. Non-Compete: Restrictions on competitive activities - include when protecting business interests is crucial

4. Force Majeure: Provisions for unforeseeable circumstances - include for long-term or high-value contracts

5. Dispute Resolution: Specific procedures for resolving disputes - include when parties want to specify alternative dispute resolution methods

Suggested Schedules

1. Schedule A - Scope of Work: Detailed breakdown of services/deliverables

2. Schedule B - Payment Schedule: Detailed payment terms, milestones, and rates

3. Schedule C - Insurance Requirements: Specific insurance coverage requirements and limits

4. Schedule D - Project Timeline: Detailed project milestones and deadlines

5. Appendix 1 - Required Certifications: Copies of relevant licenses and certifications

6. Appendix 2 - Safety Procedures: Safety protocols and requirements if applicable

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses
Industries

Federal Laws: Key federal regulations including Independent Contractor Classification (IRS guidelines), Fair Labor Standards Act (FLSA), Internal Revenue Code, and Federal Insurance Contributions Act (FICA)

State-Specific Laws: Local regulations including state contractor licensing requirements, state labor laws, state tax regulations, and state-specific worker classification tests

Worker Classification Tests: Classification criteria including IRS 20-Factor Test and Department of Labor Economic Reality Test to determine contractor status

Contract Law Fundamentals: Basic contract law principles including state contract law, Statute of Frauds requirements, and Uniform Commercial Code provisions where applicable

Insurance and Liability Requirements: Required insurance coverage including workers' compensation, general liability insurance, and professional liability insurance requirements

Industry-Specific Regulations: Sector-specific rules including construction industry regulations, professional services regulations, and industry-specific licensing requirements

Intellectual Property Laws: IP protection measures including copyright laws, patent laws, and trade secret protections relevant to contractor relationships

Dispute Resolution Framework: Conflict resolution mechanisms including state-specific arbitration laws, mediation requirements, and jurisdiction and venue requirements

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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