Independent Contractor Agreement

Independent Contractor Agreement

〔Clientの名称〕 (the Client) and 〔Contractorの名称〕 (the Contractor) agree as of 〔契約締結日〕 as follows.

Article 1. Services and Independence

1.1 Contractor shall perform the services and supply each deliverable described in the Schedule, meeting its stated specifications and milestone date, with reasonable professional care.

1.2 Contractor shall promptly report a likely delay and propose a recovery plan; notice does not extend a deadline.

1.3 Contractor controls the manner and means of performance, supplies ordinary equipment, bears its own employment and business obligations, and cannot bind Client. This description does not override any mandatory employment or contractor classification rule applicable where the parties operate or the work is performed.

1.4 Contractor shall not subcontract any work or grant another person access to Client materials without Client's prior written consent.

1.5 Contractor remains responsible for approved subcontractors, shall impose equivalent confidentiality, security and intellectual-property obligations before they start, and shall provide evidence of those obligations on request.

Article 2. Fees, Delivery and Acceptance

2.1 The total fixed fee is the amount and currency in the Schedule and covers the listed services, deliverables and ordinary costs.

2.2 Each listed milestone earns an equal share of that fee upon acceptance of its deliverable; if a milestone lists multiple items, all must be accepted.

2.3 Contractor shall submit an itemized invoice upon acceptance. Client shall pay undisputed invoiced amounts within 30 calendar days of receipt or the earlier mandatory payment deadline by the agreed payment method. Client shall identify a disputed item and its reason within 10 business days of invoice receipt and pay the undisputed balance on time; the parties shall promptly reconcile the disputed item.

2.4 Client may withhold tax only where legally required, shall remit it as required and provide available evidence of remittance; any applicable invoiced transaction tax shall be separately identified.

2.5 Expenses are payable only if Client authorized them in writing before commitment, within the Schedule's total expense ceiling, and Contractor supplies receipts; authorized expenses are invoiced and paid on the same timetable.

2.6 No additional work or fee is authorized by silence.

2.7 Contractor shall notify Client by the notice email when each milestone deliverable is ready and supply the agreed files and access needed for review.

2.8 Within 10 business days after receipt, Client shall accept it in writing or identify, with reasonable detail, departures from the Schedule's specifications. Silence after that period constitutes acceptance only of defects reasonably discoverable on that review.

2.9 Contractor shall correct identified departures without extra charge within 10 business days after rejection and resubmit for the same review process.

2.10 If a material departure remains after two correction attempts or the agreed deadline is materially missed, Client may reject that milestone, obtain a refund of amounts paid for it within 30 calendar days after rejection, and terminate the affected undelivered work by written notice; accrued rights concerning other milestones remain.

2.11 Acceptance does not waive a defect not reasonably discoverable on review if Client reports it within 30 calendar days after discovery and no later than 90 calendar days after delivery; Contractor shall correct such a reported defect within 10 business days or, if correction is not reasonably possible, refund the fee attributable to that milestone within 30 calendar days after the rejection or decision that correction is not reasonably possible. Statutory remedies that cannot be limited remain unaffected.

Article 3. Work Product and Background Materials

3.1 Each party retains materials it owned or developed independently before this engagement.

3.2 Contractor shall identify any of its own or third-party material proposed for incorporation before delivery and shall not incorporate material subject to terms that restrict the rights promised here without Client's prior written consent.

3.3 Subject to Client's payment of the fee attributable to a deliverable or a partially completed item under Article 6, Contractor hereby assigns to Client, effective on that payment, all transferable intellectual-property rights in the new work product created specifically under this Agreement and delivered to Client, worldwide for their full legal term. Until that payment, Client may use delivered work solely to review it. To the extent a right cannot be assigned but may lawfully be licensed, Contractor grants Client, effective on that payment, an exclusive, perpetual, irrevocable, worldwide, transferable and sublicensable license to use, modify and exploit that new work product.

3.4 Contractor shall obtain the necessary rights and consents from its personnel and approved subcontractors before they contribute, execute reasonably necessary confirmatory documents, and, to the extent permitted by applicable law, waive or agree not to assert moral rights against Client's permitted use.

3.5 Contractor grants Client a perpetual, worldwide, nonexclusive, transferable and sublicensable license to any Contractor background material incorporated in paid work product, to use, modify and distribute it as part of, or as needed to exploit, that work product.

3.6 Third-party material may be used only with Client's prior written approval of its identified license terms.

3.7 Rights in paid work product and its incorporated materials survive expiry or termination.

Article 4. Changes and Notices

4.1 A change to a milestone, price, scope, permitted use or material security requirement is effective only in a written amendment approved by both parties' authorized representatives before affected work begins. It must identify the changed item, any fee and deadline adjustment, and its effective date; an email exchange suffices only where valid under applicable law and clearly records both approvals.

4.2 The Schedule and this Agreement prevail over an attachment unless a later signed amendment expressly identifies the provision it changes.

4.3 Formal breach and termination notices must be sent to the Schedule notice emails, identify this Agreement, and are effective on acknowledged receipt or other affirmative evidence of actual delivery; if delivery cannot be established within two business days the sender shall use tracked courier to the legal postal address in the Schedule, effective on recorded delivery; the sender shall retain its transmission record.

4.4 A mandatory notice method under applicable law prevails. Routine delivery and acceptance messages may use the same addresses.

Article 5. Confidentiality, Security and Compliance

5.1 Each party shall use the other's nonpublic information only for this Agreement, give access only to persons bound to protect it who need access, and apply reasonable safeguards. These duties do not cover information shown by records to be public without breach, already lawfully known, lawfully received without a duty of confidence, or independently developed.

5.2 Legally compelled disclosure is permitted only to the required extent, with prior notice where lawful.

5.3 The recipient shall notify the other party without undue delay and in any event within 24 hours after becoming aware of actual or reasonably suspected unauthorized access to, loss of, or disclosure of the other's information, or sooner if applicable law requires, take reasonable containment steps and cooperate on investigation and legally required notifications.

5.4 Neither party shall give Contractor access to Client personal data, other than business-contact details used to administer this Agreement, or to regulated data, unless the parties first sign a separate data-protection and security arrangement covering their roles, access countries, safeguards, incident handling, retention and any required transfer mechanism. This Agreement alone does not authorize that additional access.

5.5 Each party shall comply with laws applicable to its performance.

Article 6. Term, Termination and Consequences

6.1 The Agreement starts on the Schedule start date and ends on its end date without automatic renewal unless ended earlier.

6.2 Either party may terminate for convenience on 15 calendar days' written notice or for a material breach remaining uncured 15 calendar days after written notice describing it; a breach incapable of cure permits immediate written termination.

6.3 A party may also end affected work under Article 2.

6.4 Contractor shall stop affected work on termination, reasonably preserve it, deliver completed and partially completed work and an itemized record of work performed, and cooperate in an orderly handover.

6.5 Client shall pay accepted milestones, authorized expenses incurred before termination, and a reasonable proportion of the fixed fee allocated to an unfinished milestone for conforming work actually performed and delivered before termination, less sums already paid for that milestone; that proportion may not exceed its unpaid milestone fee.

6.6 No amount is due for work rejected under Article 2 except conforming parts Client elects in writing to retain and pay for on the same proportional basis.

6.7 Contractor shall refund any prepaid amount exceeding sums properly due within 30 calendar days after termination; Client shall pay the final undisputed invoice within 30 calendar days of receipt or the earlier mandatory payment deadline.

6.8 Article 3 rights attach to each item retained when its attributable amount is paid, and rights already acquired do not cease on termination.

6.9 Within 10 business days after termination, each party shall return or securely delete the other's confidential information and property if return is requested before that deadline, or otherwise securely delete the information and return tangible property, disable access, and confirm completion, except for legally required retention and inaccessible routine backups protected under Article 5 until deletion.

6.10 Routine backups must be deleted within 90 days after termination, and legally retained copies upon the end of their notified retention basis.

6.11 Articles 3, 5, 6 and 7 and accrued claims survive; Article 5 confidentiality duties continue for three years after termination, and for trade secrets while they remain protected as such under applicable law.

Article 7. Liability and Disputes

7.1 Each party is liable for direct loss caused by its breach, subject to an aggregate cap equal to the total fixed fee in the Schedule. The cap does not limit unpaid fees or authorized expenses, express refund duties, fraud, willful misconduct, gross negligence, death or personal injury, breach of Article 5 confidentiality or security duties, or Contractor's infringement of third-party intellectual-property rights through supplied work; no limitation applies where prohibited by law.

7.2 Contractor shall defend and indemnify Client against a third-party claim that delivered work, excluding Client-supplied material or Client's unauthorized modification, infringes intellectual-property rights, including reasonable defense costs and finally awarded damages or a settlement approved by Contractor.

7.3 Client shall promptly notify Contractor of the claim and permit Contractor to control its defense, subject to Client's right to participate at its expense; Contractor may not agree to an admission or obligation for Client without Client's written consent.

7.4 The parties shall first refer a dispute to their authorized representatives for 15 calendar days after written notice, without preventing urgent relief or a mandatory statutory claim.

7.5 The law and exclusive courts identified in the Schedule govern contractual disputes, subject to mandatory rules that cannot be displaced by agreement.

【Schedule of Commercial Terms】

Complete every variable before signature. For each milestone below, record a distinct deliverable, an objectively checkable specification including format, and a delivery date not later than the end date. The number of milestones determines the equal fee shares under Article 2. An attachment may supply those factual specifications only if its title, version and date are inserted in the milestone entry; the precedence rule in Article 4 applies. This form covers fixed-fee services with deliverables and does not itself authorize handling Client personal data or regulated data described in Article 5.

Client's country of establishment or residence：〔Clientの国〕

Contractor's country of establishment or residence and actual country of work：〔Contractorの所在国・作業国〕

Services：〔業務内容〕

Numbered milestones, deliverables, specifications, formats and delivery dates：〔納品物・仕様・納期〕

Start date and end date; no automatic renewal：〔契約開始日〕 to 〔契約終了日〕

Total fixed fee and payment currency：〔固定報酬の金額〕 〔報酬の通貨〕; equal share for each numbered milestone, rounded to the currency’s smallest unit with the final milestone taking the rounding remainder

Total ceiling for preapproved reimbursable expenses in the payment currency：〔経費上限額〕

Client and Contractor legal postal addresses：〔Clientの住所〕; 〔Contractorの住所〕

Client notice and delivery email：〔Clientの通知・納品先メール〕

Contractor notice and invoice email：〔Contractorの通知・請求先メール〕

Governing law, identifying country and state or region if applicable：〔準拠法〕

Exclusive courts, identifying country and city or district：〔専属管轄裁判所〕

Date: 〔契約締結日〕

First party: 〔Clientの名称〕 Signature: ____________________

Second party: 〔Contractorの名称〕 Signature: ____________________