Independent Contractor Agreement — Draft for Legal Review
1. Parties and purpose
This Independent Contractor Agreement (the Agreement) is between (After 5) and the service provider who signs below (Provider). After 5 operates a Dallas–Fort Worth marketplace that may present after-hours technology-support projects to independent providers. This Agreement states the baseline terms for Provider’s participation if After 5 accepts Provider’s application.
Submitting an application or signing this draft does not guarantee that After 5 will accept Provider, offer any project, provide any minimum amount of work, or make any assignment.
2. Voluntary project-by-project acceptance
After 5 may make project opportunities available to Provider. Provider may decide, project by project, whether to accept an opportunity. Provider is not required to accept any offered project, and After 5 is not required to offer any project. A project’s scope, customer needs, fees, timing, location, and any project-specific requirements will be communicated before Provider accepts it.
3. Provider control, availability, and non-exclusivity
Subject to the agreed project outcome, customer safety, applicable law, and reasonable customer-facing standards, Provider controls the manner and means used to perform accepted work. Provider determines whether and when to make availability known, may perform services for other businesses or customers, and may market Provider’s services independently. This Agreement does not create a fixed schedule, require exclusive service, or require Provider to accept work.
4. Tools and expenses
Provider supplies and maintains Provider’s own ordinary tools, equipment, connectivity, licenses, transportation, workspace, and operating expenses unless a project-specific written arrangement says otherwise. Provider is responsible for deciding which tools and methods are appropriate for accepted work.
5. Taxes, records, and payments
Provider is responsible for Provider’s own taxes, filings, registrations, permits, and records arising from payments received under this Agreement. After 5 will administer fees, commissions, payment timing, reimbursement, adjustments, and disputed amounts according to the final configured payment terms and any accepted project terms. Provider must provide accurate tax and payment information when requested for lawful payment administration.
6. No employment benefits or authority to bind After 5
Provider is not eligible for employee benefits from After 5, including paid leave, unemployment benefits, workers’ compensation coverage, retirement benefits, or health benefits, except to the extent a non-waivable law requires otherwise. Provider has no authority to sign contracts, make warranties, incur obligations, speak for, or otherwise bind After 5 unless After 5 gives express written authorization for a specific purpose.
7. Service standards and customer conduct
For each accepted project, Provider will perform services professionally, communicate accurately, respect customer property and privacy, and comply with applicable law and agreed project scope. Provider will not misrepresent qualifications, make unauthorized commitments, engage in harassment or discriminatory conduct, or use customer access for a purpose outside the accepted project. Provider will promptly report material safety, security, scope, or customer-conduct concerns through the final configured support process.
8. Confidentiality, privacy, and customer data
Provider may receive nonpublic information about After 5, customers, projects, systems, accounts, devices, or business operations. Provider will use that information only as needed for an accepted project, protect it with reasonable safeguards, and not disclose it except as authorized by the customer or After 5 or as required by law. Provider will collect and access only the minimum customer data needed for the project, avoid retaining credentials or customer data after the project unless authorized in writing, and promptly report a suspected unauthorized disclosure, loss, or access event.
9. Work product and licenses
The final agreement must identify the applicable work-product treatment for each service category. Unless a project-specific written term states otherwise, Provider retains ownership of Provider’s pre-existing tools, templates, methods, and know-how. To the extent Provider creates deliverables specifically for a customer in an accepted project and is paid as agreed, Provider grants the customer a non-exclusive, perpetual license to use those deliverables for the customer’s internal purposes. Provider will not transfer third-party rights Provider does not have authority to transfer.
10. Insurance, background checks, and credentials
Provider will maintain the insurance, credentials, licenses, and background-check status identified in the final configured requirements, if any. Provider will provide current proof on reasonable request and will promptly notify After 5 if any required credential, coverage, or eligibility changes. Final requirements must be reviewed by Texas counsel and matched to actual operations.
11. Independent provider relationship
The parties intend to structure their commercial relationship as an independent-provider arrangement. Nothing in this Agreement requires a fixed schedule, mandatory training, guaranteed work, guaranteed earnings, or exclusive service. The parties will administer their relationship in a manner consistent with the final agreement and applicable law. This Agreement does not by itself determine any legal classification.
12. Term and termination
This Agreement begins on the final effective date and continues until terminated under the final configured notice process. Either party may end participation under the final notice terms. After 5 may immediately stop offering projects or end access for material security, safety, customer-protection, confidentiality, credential, fraud, or legal-compliance concerns, subject to applicable law and the final agreed process. Ending this Agreement does not affect obligations that by their nature should continue, including confidentiality, privacy, payment, and records obligations.
13. Governing law, venue, and disputes
The final agreement will state the governing law, venue, and dispute process selected by After 5 and approved by Texas counsel. Until those terms are completed and approved, this draft is not a final agreement and must not be relied on as a dispute-resolution commitment.
14. Electronic records and signatures
Provider agrees that electronic records, acknowledgments, and signatures may be used for this Agreement and related onboarding records, to the extent permitted by applicable law. The onboarding record will capture the agreement version, a content reference, Provider’s typed legal name, the required acknowledgments, and the date and time of acceptance. Provider may request a copy of the accepted record through the After 5 support process.
15. Acknowledgment
By electronically signing the final, counsel-approved version of this Agreement, Provider acknowledges that Provider reviewed it, had an opportunity to seek independent advice, intends to apply for independent provider work with After 5, and understands that signing does not guarantee application acceptance or project assignments.