Independent contractor agreement

We use a standard contractor agreement, ensuring a solid foundation for both parties. We recognise, however, that no two circumstances are ever identical. With that in mind, we remain flexible and open to any modifications that better reflect our shared objectives.

We will always endeavour to find a mutually beneficial solution before finalising any arrangement, and once everyone is satisfied, we’ll send the final contract via PandaDoc for review and electronic signature.

THIS INDEPENDENT CONTRACTOR AGREEMENT (the "Agreement") is dated this ________ day of ________________, ________.

Client AvaloniaUI OÜ Harju maakond, Tallinn, Lasnamäe linnaosa, Valukoja tn 8/2, 11415 (the "Client")

Contractor Name Address (the "Contractor")

Background

  1. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
  2. The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement.

IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Contractor (individually the "Party" and collectively the "Parties" to this Agreement) agree as follows:

Services Provided

  1. The Client hereby agrees to engage the Contractor to provide the Client with the following services (the "Services"): ________.
  2. The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

Terms of Agreement

  1. The term of this Agreement (the "Term") will begin on ________ and will remain in full force and effect indefinitely until terminated as provided in this Agreement.
  2. In the event that either Party wishes to terminate this Agreement, that Party will be required to provide 10 working days' notice to the other Party.
  3. In the event that either Party breaches a material provision under this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
  4. This Agreement may be terminated at any time by mutual agreement of the Parties.
  5. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

Performance

  1. The Parties agree to do everything necessary to ensure that the terms of this Agreement take effect.

Currency

  1. Except as otherwise provided in this Agreement, all monetary amounts referred to in this Agreement are in EUR.

Payment

  1. The Contractor will charge the Client for the Services at the rate of ________ per month (the "Payment").
  2. The Client will be invoiced every month.
  3. Invoices submitted by the Contractor to the Client are due on the 25th day of the month, provided that day is a standard working day. If the 25th falls on a weekend or an Estonian national holiday, the payment day will be the immediately preceding working day.
  4. The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the Payment and the Contractor will indemnify the Client in respect of any such payments required to be made by the Client.

Reimbursement of Expenses

  1. The Contractor will be reimbursed from time to time for reasonable and necessary expenses incurred by the Contractor in connection with providing the Services.
  2. All expenses must be pre-approved by the Client unless otherwise stated in the company handbook.

Confidentiality

  1. Confidential information (the "Confidential Information") refers to any data or information relating to the Client, whether business or personal, which would reasonably be considered to be private or proprietary to the Client and that is not generally known and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
  2. The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Agreement.

Ownership of Intellectual Property

  1. All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trade mark, trade dress, industrial design and trade name (the "Intellectual Property") that is developed or produced under this Agreement, will be the sole property of the Client. The use of the Intellectual Property by the Client will not be restricted in any manner.
  2. The Contractor may not use the Intellectual Property for any purpose other than that contracted for in this Agreement except with the written consent of the Client. The Contractor will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.

Return of Property

  1. Upon the expiry or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.

Capacity/Independent Contractor

  1. The Contractor shall personally perform all obligations under this Agreement. The Contractor is not permitted to engage any third party sub-contractors or delegate any of the Contractor's duties to any other individual or entity. All Services must be provided directly by the Contractor as specified in this Agreement.

Autonomy

  1. Except as otherwise provided in this Agreement, the Contractor will have full control over working time, in relation to provision of the Services in accordance with the Agreement.

Equipment

  1. The Contractor will provide, at the Contractor's own expense, their primary computer equipment necessary to deliver the Services in accordance with this Agreement.
  2. The Client will provide the Contractor with access to necessary software, services, and digital tools required to perform the job. In cases where specialised equipment is required, the Client may, at its discretion, provide such equipment to the Contractor.
  3. The Contractor is responsible for maintaining their own equipment in good working order.
  4. Any equipment provided by the Client remains the property of the Client and must be returned upon termination of this Agreement. Upon termination, the Client will revoke the Contractor's access to all provided software, services, and digital tools.
  5. The Contractor agrees to use the provided access and equipment solely for the purpose of delivering the Services outlined in this Agreement.

Exclusivity

  1. This Agreement establishes an exclusive arrangement between the Client and the Contractor. During the Term of this Agreement, the Contractor agrees not to provide services similar to the Services defined herein to any third party without the express written approval of the Client. The Client reserves the right to engage other contractors or employees for its own business needs. Any deviation from this exclusivity must be mutually agreed upon in writing by both Parties.

Notice

All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following email addresses: Client: [email protected] Contractor: ________.

or to such other address as either Party may from time to time notify the other.

Indemnification

  1. Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.

Modification of Agreement

  1. Any amendment or modification of this Agreement or additional obligation assumed by either Party in connection with this Agreement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.

Time of the Essence

  1. Time is of the essence in this Agreement. No extension or variation of this Agreement will operate as a waiver of this provision.

Assignment

  1. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

Entire Agreement

  1. It is agreed that there is no representation, warranty, collateral agreement or condition affecting this Agreement except as expressly provided in this Agreement.

Enurement

  1. This Agreement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.

Titles/Headings

  1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Governing Law

  1. This Agreement will be governed by and construed in accordance with the laws of Estonia.

Severability

  1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.

Waiver

  1. The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Agreement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.

IN WITNESS WHEREOF the Parties have duly affixed their signatures under hand and seal on this ________ day of ________________, ________.

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