DIFC Independent Contractor Agreement
Parties
This agreement is dated the date on which it is signed by the last of the parties.
This agreement is made between [Company] (the "Company") and [Contractor (individual's name and address)] (the "Contractor").
Key Terms
"Services" means [Services].
"Deliverables" means [Deliverables].
"Work Product" means all works, materials and inventions, including any deliverables, that the Contractor creates, alone or with others, for the Company under this agreement.
"Start Date" means [Start Date].
"Engagement Term" means 12 months.
"Fees" means [Fees (amount, rate and basis)].
"Invoice Frequency" means monthly.
"Payment Due Period" means 30 days.
"Expenses Treatment" means The Company reimburses reasonable, properly documented expenses approved in writing in advance..
"Liability Cap" means the total Fees paid or payable under this agreement in the 12 months before the event giving rise to the claim.
Interpretation
Where a party is an individual, "it" and "its" include him or her and his or her, and a reference to a party becoming insolvent or bankrupt includes bankruptcy or any equivalent procedure for an individual in any jurisdiction.
Services
The Contractor must provide the Services with reasonable skill, care and diligence and in accordance with this agreement and applicable law.
The Contractor must deliver the Deliverables with the same skill, care and diligence and by any agreed timetable.
The Contractor decides how, when and where to perform the Services, subject to agreed deadlines and the Company's reasonable security, safety and access requirements, and provides the Contractor's own equipment.
Term
This agreement starts on the Start Date and continues for the Engagement Term, unless ended earlier under the Termination clause. The parties may extend it only by written agreement.
Fees and Payment
The Company must pay the Fees. The Contractor must submit an accurate invoice at the Invoice Frequency, stating the Services performed and any applicable taxes, and the Company must pay each correctly submitted invoice within the Payment Due Period after receiving it.
If the Company disputes an invoice in good faith, it must notify the Contractor promptly with reasons and pay the undisputed amount by the due date. The parties must work in good faith to resolve the dispute.
The Expenses Treatment applies. The Contractor must provide reasonable supporting records for any reimbursable expense.
The Contractor is responsible for all taxes, social contributions and similar charges on the Fees, except taxes the Company must withhold by law. The Company may make a required withholding and must provide reasonable evidence of it.
Independent Contractor
The Contractor acts as an independent contractor and not as the Company's employee, worker, agent or partner. This agreement is not an employment contract, and the Contractor is not an employee for the purposes of the DIFC Employment Law (DIFC Law No. 2 of 2019). The Contractor has no authority to bind the Company or incur obligations for it.
The Contractor may provide services to others while this agreement continues, provided this does not breach the Confidentiality or Intellectual Property clauses or prevent the Contractor from providing the Services. The Contractor must hold any licence, permit or visa that applicable law requires for the Contractor to provide the Services.
The Contractor may use an assistant or subcontractor only with the Company's prior written consent. The Contractor is responsible for paying and supervising any assistant or subcontractor, remains responsible for their work, and must bind them in writing to obligations no less protective of the Company than those in this agreement.
Confidentiality
Each party must keep the other party's non-public information disclosed in connection with this agreement ("Confidential Information") confidential and use it only to perform or receive the Services. A party may disclose it to its professional advisers and approved subcontractors who need to know it and are bound by confidentiality obligations.
Confidential Information does not include information that the receiving party can show was lawfully known to it without restriction before disclosure, becomes public other than through its breach, is lawfully received without restriction from another source, or is independently developed without use of the other party's Confidential Information. A party may disclose Confidential Information where required by law or a competent authority, giving the other party prior notice where legally permitted.
The confidentiality obligations continue for five years after this agreement ends, except for trade secrets, which remain protected for as long as they remain trade secrets.
Intellectual Property
The economic rights in the Work Product belong to the Company. To the extent any intellectual property right in the Work Product does not vest in the Company, the Contractor assigns it to the Company with full title guarantee, with effect from creation, including the rights to reproduce, adapt, translate, distribute, rent, broadcast and communicate the Work Product to the public. The Contractor keeps ownership of the Contractor's pre-existing materials and grants the Company a perpetual, worldwide, non-exclusive, royalty-free licence to use, copy, modify and distribute them as incorporated in, or needed to use, the Work Product.
Moral rights in the Work Product remain with the Contractor, as the DIFC Intellectual Property Law makes them inalienable. To the extent the law permits, the Contractor consents to the Company publishing, amending and adapting the Work Product and agrees not to exercise those rights to prevent that use.
At the Company's request and expense, the Contractor must sign any written assignment, referring to the rights assigned, and any other document reasonably required to confirm, register or enforce the Company's rights in the Work Product.
Data Protection
Each party must comply with applicable data protection law. Where the Contractor processes personal data for the Company, the Contractor must process it only on the Company's documented instructions, implement appropriate technical and organisational security measures, ensure anyone authorised to process it is bound by confidentiality, promptly notify the Company of a personal data breach, reasonably assist the Company with data-subject requests and compliance obligations, and delete or return the data when the Services end unless the law requires retention. The Contractor must not engage a sub-processor or transfer the data outside the DIFC without the Company's prior written authorisation and a lawful transfer mechanism.
Liability
Neither party limits or excludes liability for fraud, fraudulent misrepresentation, death or personal injury caused by its negligence, or any liability that cannot lawfully be limited. Subject to that and to the Company's obligation to pay Fees properly due, each party's total liability arising out of or in connection with this agreement, in contract, tort or otherwise, is limited to the Liability Cap.
Neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, business, goodwill or anticipated savings. This does not exclude payment of Fees properly due or liability that cannot lawfully be excluded.
Termination
Either party may end this agreement for convenience by giving the other at least 30 days written notice.
Either party may end this agreement immediately by written notice if the other party commits a material breach that cannot be remedied, or does not remedy a remediable material breach within 14 days after written notice requiring it, or becomes insolvent or bankrupt. The Contractor may also end this agreement immediately by written notice if the Company does not pay an undisputed amount within 14 days after written notice that it is overdue. The Company may also end this agreement immediately by written notice if the Contractor dies or becomes permanently unable, through illness or incapacity, to provide the Services.
When this agreement ends, the Contractor must promptly stop providing the Services unless the Company requests reasonable transition assistance, return or securely destroy the Company's property and Confidential Information as directed, and submit a final invoice. The Company must pay Fees for Services properly performed up to the end date and approved expenses. Accrued rights and the clauses intended to continue after termination are not affected.
Notices
A notice under this agreement must be in writing and delivered by hand, reputable courier or email. The Company's notice address is [Company Notice Address]. The Contractor's notice address is [Contractor Notice Address]. A party may change its address by notice. A notice is received when delivered by hand, when the courier records delivery or, for email, when sent without a delivery-failure message, and a notice received outside business hours is received on the next business day. This clause does not apply to service of court proceedings.
Governing Law and Jurisdiction
This agreement and any non-contractual obligations arising out of or in connection with it are governed by the laws of the Dubai International Financial Centre. The DIFC Courts have exclusive jurisdiction over any dispute arising out of or in connection with this agreement.
General
This agreement is the entire agreement between the parties about its subject matter and replaces prior arrangements about it. Each party confirms it has not relied on any statement not set out in this agreement, but nothing limits liability for fraud or fraudulent misrepresentation.
A change to this agreement is effective only if in writing and signed by both parties. A waiver is effective only if in writing and applies only to the circumstances for which it is given.
If a provision of this agreement is illegal, invalid or unenforceable, it applies with the minimum modification needed to make it enforceable or, if that is not possible, is severed, and the rest of this agreement remains in effect.
A person who is not a party to this agreement has no right to enforce any of its terms.
The Contractor may not assign or transfer this agreement. The Company may assign it to an affiliate or to a purchaser of the business to which it relates, on notice to the Contractor.