Independent Contractor Agreement (South Africa)

Independent Contractor Agreement

This agreement is made between:

1. [Client (your business) name], registration number [Client registration number], of [Client address] (the "Client"); and
2. [Contractor name], ID or registration number [Contractor ID or registration number], of [Contractor address] (the "Contractor").

It starts on [Effective date].

1. The work

1.1 The Contractor will deliver the following to the Client: [The work or result the contractor will deliver].

1.2 The Contractor will do the work with reasonable skill and care and to the standard a competent professional in the same field would meet.

2. The Contractor is independent

1. The Contractor is an independent contractor and not an employee of the Client. This agreement does not create employment, partnership or agency.
2. The Contractor decides how, when and where to do the work, and uses their own tools and equipment, as long as the agreed result is delivered by the agreed time.
3. The Contractor may work for other clients. They may not use the Client's confidential information for anyone else.
4. The Contractor may use a substitute with equivalent skill if they tell the Client first and stay responsible for the work, as long as the Client's confidentiality and personal information rules in this agreement are kept.
5. The Contractor receives no employee benefits from the Client.

3. Payment and tax

1. The Client pays the Contractor a fixed fee of [Amount (in rand, excluding VAT)], excluding VAT.
2. The Contractor sends a valid invoice. The Client pays a correct invoice within 30 days of receiving it.
3. The Contractor is responsible for their own income tax and, if registered, VAT, and any other registrations the law requires of them. The Client does not deduct employees' tax or unemployment insurance contributions unless the law requires it.
4. If SARS or another authority decides otherwise, the parties will deal with the correction in good faith.

4. Confidentiality

1. The Contractor must keep confidential, and use only for this agreement, all information of the Client that is not public, including business plans, pricing, customer details, systems and the terms of this agreement.
2. This does not apply to information that is public other than through the Contractor's breach, that the Contractor lawfully knew before, or that they must disclose by law (in which case they must tell the Client first where lawful).
3. These duties continue for 3 years after this agreement ends, and for as long as the information is a trade secret or personal information.

5. Ownership of what is created

1. All work product created for the Client under this agreement belongs to the Client when it is paid for. The Contractor assigns to the Client all copyright and other intellectual property rights in it, effective on payment. The Contractor must sign anything reasonably needed to record this.
2. The Contractor keeps rights in tools, methods and materials they owned before, or developed independently of, this work (the "background materials"), and gives the Client a non-exclusive, perpetual licence to use any background materials built into the work product.
3. The Contractor promises that the work product is their own original work, or that they have the rights to give to the Client, and does not infringe anyone's rights. Third-party or open-source material must be identified to the Client.

6. Personal information

1. If the Contractor processes personal information for the Client, they do so only on the Client's instructions and for this agreement, as an operator under the Protection of Personal Information Act 4 of 2013.
2. The Contractor must keep it secure, limit access to those who need it, and tell the Client within 24 hours of any loss or unauthorised access.
3. When this agreement ends, the Contractor must return or securely delete all personal information and confirm in writing.

7. Ending this agreement

1. This agreement ends on [End date or delivery date (leave blank for ongoing)], if a date is given, unless the parties agree in writing to extend it.
2. Either party may end it earlier on 14 days' written notice. Either party may end it immediately if the other commits a serious breach and does not fix it within 7 days of written notice.
3. On ending, the Contractor delivers work completed so far and the Client pays for work done to the date of ending in proportion to what was delivered.
4. Sections 4, 5 and 6 survive the end of this agreement.

8. General

1. The Contractor's liability to the Client for a breach is limited to the fees paid under this agreement, except for breach of confidentiality, infringement and fraud or wilful misconduct.
2. This is the whole agreement about its subject matter. A change is valid only if it is in writing and signed by both parties.
3. If a court finds any part unenforceable, the rest remains in force.
4. Each party chooses the address given above for legal notices and may change it by written notice.
5. This agreement may be signed in counterparts and electronically. It is governed by the law of the Republic of South Africa, and the parties agree to the non-exclusive jurisdiction of the [Court area].