The Executive Director Independent Contractor Agreement is essential for organizations seeking to engage leadership talent while maintaining a contractor relationship rather than an employment arrangement. This document is particularly relevant in the United States where proper classification of workers is crucial for legal compliance. It addresses key aspects including scope of services, compensation, intellectual property rights, confidentiality, and governance structure. The agreement is designed to protect both parties while ensuring clarity in roles, responsibilities, and expectations, particularly important in leadership positions where the contractor may have significant organizational influence.
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1. Parties: Identifies contracting parties, including legal names and addresses
2. Background: Outlines context and purpose of the agreement
3. Definitions: Defines key terms used throughout the agreement
4. Engagement and Services: Specifies the scope of services and contractor status
5. Term and Termination: Duration of agreement and termination provisions
6. Compensation: Payment terms, rates, and reimbursement policies
7. Independent Contractor Status: Explicitly defines relationship as independent contractor
8. Confidentiality: Protection of confidential information
9. Intellectual Property: Ownership and rights to work product
10. Representations and Warranties: Basic promises and assurances from both parties
11. Governing Law: Applicable law and jurisdiction
1. Non-Compete: Restrictions on competitive activities when protecting business interests in competitive markets
2. Non-Solicitation: Restrictions on soliciting employees or clients when protecting workforce and client relationships
3. Insurance Requirements: Required insurance coverage specifications when contractor needs specific insurance
4. Board Relationship: Interface with board of directors when contractor serves as executive director of organization with board
5. Performance Metrics: Specific performance standards when measurable outcomes are required
6. Dispute Resolution: Alternative dispute resolution procedures when parties prefer arbitration or mediation
1. Schedule A - Services Description: Detailed outline of services to be provided
2. Schedule B - Compensation Details: Detailed compensation structure, including any bonuses or incentives
3. Schedule C - Performance Metrics: Specific KPIs and performance evaluation criteria
4. Appendix 1 - Expense Policy: Guidelines for reimbursable expenses
5. Appendix 2 - Compliance Requirements: Industry-specific compliance obligations
6. Appendix 3 - Insurance Requirements: Detailed insurance coverage requirements
Relevant legal definitions
Agreement
Services
Effective Date
Term
Confidential Information
Intellectual Property Rights
Work Product
Board of Directors
Company Materials
Compensation
Expenses
Cause
Force Majeure
Independent Contractor Status
Organization
Executive Director
Governing Documents
Performance Metrics
Reports
Strategic Plan
Budget
Fiscal Year
Territory
Business Day
Competitive Business
Deliverables
Company Policies
Trade Secrets
Representatives
Stakeholders
Services
Effective Date
Term
Confidential Information
Intellectual Property Rights
Work Product
Board of Directors
Company Materials
Compensation
Expenses
Cause
Force Majeure
Independent Contractor Status
Organization
Executive Director
Governing Documents
Performance Metrics
Reports
Strategic Plan
Budget
Fiscal Year
Territory
Business Day
Competitive Business
Deliverables
Company Policies
Trade Secrets
Representatives
Stakeholders
Clauses
Engagement and Scope of Services
Independent Contractor Status
Term and Termination
Compensation and Benefits
Expenses and Reimbursement
Performance Standards
Reporting Requirements
Board Relationship
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Work Product Ownership
Representations and Warranties
Insurance Requirements
Indemnification
Force Majeure
Assignment and Delegation
Notice Requirements
Conflict of Interest
Compliance with Laws
Tax Matters
Records and Audits
Dispute Resolution
Governing Law
Amendment and Modification
Entire Agreement
Severability
Waiver
Survival
Independent Contractor Status
Term and Termination
Compensation and Benefits
Expenses and Reimbursement
Performance Standards
Reporting Requirements
Board Relationship
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Work Product Ownership
Representations and Warranties
Insurance Requirements
Indemnification
Force Majeure
Assignment and Delegation
Notice Requirements
Conflict of Interest
Compliance with Laws
Tax Matters
Records and Audits
Dispute Resolution
Governing Law
Amendment and Modification
Entire Agreement
Severability
Waiver
Survival
Relevant Industries
Relevant Teams
Relevant Roles
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