Developers and partner organizations working with us will either be bound by a contract agreement provided by that entity or organization, or one that we provide. In the event that you’re an independent contractor working with us on a particular project, here’s the Independent Contractor Agreement that we usually issue.

THIS AGREEMENT executed on this the July 15th, 2016, but agreed to be effective from and after July 15th, 2016, by and between Capital Technology Services (Registered as Chapin Technology Service LLC) (hereinafter “Company”), and YOUR NAME (hereinafter “Contractor”). NOW, THEREFORE, FOR AND IN CONSIDERATION of the mutual promises and agreements contained herein, Company hires Contractor, and Contractor agrees to work for Company under the terms and conditions hereby agreed upon by the parties:

1. Work to be Performed

  1. Term. Company agrees to hire Contractor, at will, for a term commencing on July 15th, 2016 and continuing until terminated in accordance with Section 4.

  2. Duties. Contractor agrees to perform work for the Company on the terms and conditions set forth in this agreement, and agrees to devote all necessary time and attention (reasonable periods of illness accepted) to the performance of the duties specified in this agreement. Contractor’s duties shall be as follows: planning, implementation, quality assurance, deployment, documentation, project management, and tasks necessary for environment maintenance for custom software development. Contractor further agrees that in all such aspects of such work, Contractor shall comply with the policies, standards, regulations of the Company from time to time established, and shall perform the duties assigned faithfully, intelligently, to the best of their ability, and in the best interest of the Company.

2. Confidentiality

  1. Confidentiality. Contractor acknowledges and agrees that all financial and accounting records, lists of property owned by Company, including amounts paid therefore, client and customer lists, and other Company data and information related to its business (hereinafter collectively “Confidential Information”) are valuable assets of the Company. Except for disclosures required to be made to advance the business of the Company and information which is a matter of public record, Contractor shall not, during the term of this Agreement or after the termination of this Agreement, disclose any Confidential Information to any person or use any Confidential Information for the benefit of Contractor or any other person, except with the prior written consent of the Company.

  2. Return of Documents. Contractor acknowledges and agrees that all originals and copies of records, reports, documents, lists, plans, memoranda, notes and other documentation related to the business of the Company or containing any Confidential Information shall be the sole and exclusive property of the Company, and shall be returned to the Company upon the termination of this Agreement or upon the written request of the Company.

  3. Ownership of Work Product. The Services and all deliverables and other work product developed by Contractor in the performance of the Services, including all intellectual property, moral and other proprietary rights therein (collectively, “Work Product”) are a “work made for hire,” and shall be solely owned by the Company. Contractor’s work has been specially ordered by the Company. Contractor’s work is derivative of the Company’s previous work and merely a contribution to the Company’s collective work. The Company is the sole author of the Services, its contents, and any work embodying or derived from any portion of the Services. The Company is also the owner of all the intellectual property related to the Services, including but not limited to all technology, inventions, discoveries, improvements, copyrightable works, ideas, applications for patents, patents and trademarks related to the Services (collectively, the “Intellectual Property”). To the extent that the Services or any Work Product created by Contractor, its agents or employees in the delivery of the Services are not properly characterized as “work made for hire,” or to the extent that the Work Product incorporates any pre-existing intellectual property of Contractor prior to the date of this Agreement, then Contractor will, and hereby does, grant The Company a nonexclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free, transferable, sublicensable license to use, modify, copy and distribute such intellectual property.

  4. Injunction. Contractor agrees that it would be difficult to measure damage to the Company from any breach by Contractor of Section 2.1 or 2.2 and that monetary damages would be an inadequate remedy for such breach. Accordingly, Contractor agrees that if Contractor shall breach Section 2.1 or 2.2, the Company shall be entitled to, in addition to all other remedies it may have at law or equity, to an injunction or other appropriate orders to restrain any such breach, without showing or proving actual damages sustained by the Company.

  5. No Release. Contractor agrees that the termination of this Agreement shall not release Contractor from any obligations under Section 2.1, 2.2, or 2.3.

3. Compensation

  1. Compensation. In consideration of all services to be rendered by Contractor to the Company, the Company shall pay to the Contractor based on number of hours worked multiplied by the current rate of the applicable staff member on the Contractor’s rate schedule. A copy of the current rate schedule is attached to this document. Said compensation shall be paid on a monthly basis with the balance of invoices due within 30 days.

  2. Withholding; Other Benefits. Compensation paid pursuant to this Agreement shall not subject to the customary withholding of income taxes and other employment taxes. Contractor shall be solely responsible for reporting and paying any such taxes. The Company shall not provide Contractor with any coverage or participation in the Company’s accident and health insurance, life insurance, disability income insurance, medical expense reimbursement, wage continuation plans, or other fringe benefits provided to regular employees.

  3. Expenses. Company shall reimburse Contractor all reasonable and necessary expenses incurred by Contractor in connection with the performance of his duties hereunder, provided, the President or Managing Director of the Company has approved such expenses in advance.

4. Termination

  1. Termination at Will. This Agreement may be terminated by the Company immediately, at will, and in the sole discretion of the President of the Company. Contractor may terminate this Agreement upon fourteen (14) days written notice to the Company. This Agreement also may be terminated at any time upon the mutual written agreement of the Company and Contractor.

  2. Death. In the event Contractor dies during the term of this Agreement, this Agreement shall terminate, and the Company shall pay to Contractor’s estate the salary which would otherwise be payable to Contractor.

5. Independent Contractor Status

Contractor acknowledges that they are an independent contractor and is not an agent, partner, joint venturer or employee of Company. Contractor shall have no authority to bind or otherwise obligate Contractor in any manner nor shall Contractor represent to anyone that it has a right to do so. Contractor further agrees that in the event that the Company suffers any loss or damage as a result of a violation of this provision Contractor shall indemnify and hold harmless the Company for any such loss or damage.

6. Representations of Warranties of Contractor

Contractor represents and warrants to the Company that there is no employment contract or other contractual obligation to which Contractor is subject which prevents Contractor from entering into this Agreement or from performing fully Contractor’s duties under this Agreement.

7. Miscellaneous Provisions

  1. The provisions of this Agreement shall be binding upon and enured to the benefit of the heirs, personal representatives, successors and assigns of the parties. Any provision hereof which imposes upon Contractor or Company an obligation after termination or expiration of this Agreement shall survive termination or expiration hereof and be binding upon Contractor or Company.

  2. In the event of a default under this Agreement, the defaulted party shall reimburse the non-defaulting party or parties for all costs and expenses reasonably incurred by the non-defaulting party or parties in connection with the default, including without limitation, attorney’s fees. Additionally, in the event a suit or action is filed to enforce this Agreement or with respect to this Agreement, the prevailing party or parties shall be reimbursed by the other party for all costs and expenses incurred in connection with the suit or action, including without limitation, reasonable attorney’s fees at the trial level and on appeal.

  3. No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

  4. This Agreement shall be governed by and shall be construed in accordance with the laws of the State of Tennessee.

  5. This Agreement constitutes the entire agreement between the parties pertaining to its subject matter and it supersedes all prior contemporaneous agreements, representations and understandings of the parties. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by all parties.

8. Approval

This agreement has been signed by the parties.

Capital Technology Services (Registered as Chapin Technology Service LLC)

Signed : ________________________

Name :

Title :

Date :


Signed : ________________________

Name :

Title :

Date :

  • Both parties must sign above and keep a copy for their own records.