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Old 04-19-2009
ABusinessWoman ABusinessWoman is offline
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Company name: Upscale Contract Management
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Default Re: Client Agreement (Contract) vs. Independent Contractor Agreement

Hello Teri,

Generally, the NDA is the first agreement that the two parties should sign. The NDA sets the ground rules regarding how a company's confidential info is handled (i.e. what is considered confidential, what's not, how you'd handle a breach of confidentiality, etc.) and the Client Agreement establishes the terms and conditions surrounding the project(s) and the relationship between the parties.

The Independent Contractor Agreement is usually utilized to establish that, although you are performing a service for your client, you are not an employee of the client's company. A company needs to clearly delineate this point to avoid penalties from the IRS. An employee carries more responsibilities/burdens for an employer, especially from a tax perspective, versus an independent contractor.

Also, to avoid using an excessive number of contracts relating to one client/project, you can always create independent contractor language and insert that language into the Client Agreement.

In my experience, the following independent contractor language works best inside of the agreement that will govern the terms and conditions of the relationship, in this case, the Client Agreement:

"The Virtual Assistant is and shall perform services under this Agreement as an independent contractor and, as such, shall have and maintain complete control over all of its employees, agents and operations. Neither the Virtual Assistant nor anyone employed by it shall be, represent, act, purport to act or be deemed to be an agent, representative, employee or servant of the Acme Corporation."

Hope this helps!
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