Independent contractor engagement (template)

⚠️ DRAFT — Reviewed by counsel: [pending]. Effective date: [YYYY-MM-DD — set on publish]. Do not rely on this as legal advice.

⚠️ This is a starting template only. It is not a finished contract. Counsel must review and tailor the agreement for each contractor's country (US ↔ Philippines, US ↔ Mexico, and any future country). Tax, labor-classification, IP-assignment, and dispute-resolution rules differ materially across these jurisdictions and getting them wrong creates misclassification, tax-withholding, and unenforceability risk.

This template establishes a 1099-style independent contractor engagement between LeadAdvisors and the Contractor. It is not an employment agreement and creates no employer-employee relationship.

Engagement summary (per-Contractor cover sheet)

1. Independent contractor relationship

1.1 No employment. The Contractor is an independent contractor, not an employee, partner, joint venturer, or agent of LeadAdvisors. The Contractor is responsible for their own taxes, social contributions, health and disability insurance, retirement, and any benefits.

1.2 No benefits. The Contractor is not eligible for any LeadAdvisors employee benefit, including (without limitation) health insurance, retirement contributions, paid leave, holiday pay, severance, unemployment, workers' compensation, or any equity plan.

1.3 Control of the work. The Contractor controls the manner and means of performing the services, subject only to (a) the deliverables and quality standards in Schedule A, (b) reasonable client requirements, and (c) reasonable security and conduct rules.

1.4 Multiple clients. The Contractor is free to accept other engagements, provided they do not breach the confidentiality, non-solicitation, or conflict-of-interest provisions below or interfere with the time commitments in Schedule A.

1.5 Tools. Except where Schedule A says otherwise, the Contractor uses their own computer, internet, headset, and workspace.

[Anthony to confirm: per-country addenda. Misclassification risk is highest in the US (DOL economic-realities test, IRS 20-factor test, state-specific ABC tests in CA/NJ/MA), in PH (DOLE four-fold test), and in MX (LFT subordination test). Counsel must add per-jurisdiction guardrails.]

2. Scope of work — Schedule A

The work, deliverables, expected hours, and rate structure are defined in Schedule A, attached and made part of this agreement. Schedule A may include:

• Role and primary client / program assignment.
• Hours / shifts — typical schedule and any minimums or maximums.
• Time / activity source — Time Doctor for most roles; Transfer Specialists are billed on the dialer feed (Five9 / Ytel / Vici) and any deductions per the per-source policy below.
• Rate — hourly rate; any per-source deductions (for example, Vici production = Login Time − Dead − unpaid Pause; Time Doctor = time_tracked − unpaid lunch with paid 30-minute break inside total).
• KPIs and quality standards.

Either party may request a written change to Schedule A. Changes take effect when both parties counter-sign.

3. Rate structure and billing periods

3.1 Rate. The Contractor is paid the hourly rate in Schedule A for net payable hours computed by the LeadAdvisors Portal in accordance with the formulas published in docs/HOURS_FORMULA_AUDIT.md and Schedule A. Net payable is the only number that drives compensation; raw activity exports may differ from net payable because of breaks, dead time, and other deductions defined per data source.

3.2 Billing period. Twice-monthly, ending the 15th and the last day of each calendar month. The Contractor's compensation summary is published in the Portal within [Anthony to confirm: number of business days] of period close.

3.3 Compensation summary (not a "pay stub"). The summary lists net payable hours, rate, gross compensation, any approved adjustments, and the payout amount. The Contractor must review and raise any pay/hours dispute within 14 days of period close via /staff/hr (a "Pay & hours" ticket) or by writing to [Anthony to confirm: HR contact].

3.4 Disbursement. Payouts are sent in the currency and to the account specified in the Contractor's payout profile. Currently disbursed via [Anthony to confirm: payout processor — Wise / Payoneer / direct bank]. See Payout disclosure.

3.5 Taxes. The Contractor is responsible for all taxes on the compensation paid under this agreement and will, on request, deliver tax forms required by their country (W-9 / W-8BEN, BIR Form 1701/1701A in the Philippines, RFC + invoice in Mexico, etc.). LeadAdvisors does not withhold income tax unless required by law.

4. Term and termination

4.1 Term. The engagement begins on the start date and continues until terminated under §4.

4.2 Termination for convenience. Either party may terminate on fourteen (14) days written notice.

4.3 Termination for cause. Either party may terminate immediately for cause, including material breach, fraud, or material breach of confidentiality.

4.4 On termination. The Contractor will (a) stop using LeadAdvisors and client systems, (b) deliver any work product in progress, (c) return or destroy LeadAdvisors and client data on request, and (d) is paid for net payable hours through the termination date.

4.5 Survival. Sections 1, 5, 6, 7, 8, 9, 10, and 11 survive termination.

5. Confidentiality

5.1 Confidential information includes any non-public information about LeadAdvisors, its clients, contractors, prospects, methods, scripts, dispositions, formulas, data, customers, and pricing — disclosed in any form. The Contractor will:

• Use Confidential Information only for the engagement.
• Not disclose it to anyone outside LeadAdvisors except as required by law.
• Protect it with reasonable care.

5.2 The obligation continues for five (5) years after termination, except trade secrets remain confidential while they qualify as such under applicable law.

5.3 The Contractor may not use, store, or process client personal data outside the LeadAdvisors-approved tools (Time Doctor, Five9, Ytel, Vici, the LeadAdvisors Portal, and any other tool LeadAdvisors authorizes in writing).

6. Data protection and security

The Contractor will:

• Use only the equipment and security controls described in the Onboarding Security Standard [Anthony to confirm: link or attach the security standard once written; current portal does not yet ship one].
• Not record, screenshot, copy, or transmit client personal data outside approved tools.
• Comply with the Privacy Policy and any client-specific data-handling instructions.
• Report any suspected data incident to legal@leadadvisors.net without undue delay (and in any event within 24 hours of becoming aware).

7. Intellectual property

7.1 Pre-existing IP. Each party keeps ownership of its pre-existing intellectual property.

7.2 Work product (US-style assignment). All deliverables, code, scripts, recordings, and other work product the Contractor creates specifically for LeadAdvisors or LeadAdvisors clients during the engagement (the "Work Product") are owned by LeadAdvisors. The Contractor:

• Assigns to LeadAdvisors all right, title, and interest in the Work Product, including copyrights, patents, and trade-secret rights.
• Waives moral rights to the maximum extent allowed.
• Will sign any further assignments or paperwork LeadAdvisors reasonably requests to perfect this assignment.

[Anthony to confirm: PH assignment language. Under PH IP Code, in commissioned works, the original creator owns copyright and the commissioning party owns the physical work unless otherwise agreed in writing — counsel should add a PH-specific clause that explicitly assigns copyright to LeadAdvisors.]

[Anthony to confirm: MX assignment language. Mexico LFDA art. 83 / 83 bis requires explicit assignment with consideration; PH-style "future works" assignments are weak. Counsel should tailor.]

7.3 License-back of pre-existing tools. If the Contractor uses any pre-existing utility code, scripts, or templates the Contractor authored before this engagement, the Contractor grants LeadAdvisors a perpetual, worldwide, royalty-free license to use those utilities as embedded in the Work Product.

8. Non-solicitation

For twelve (12) months after termination, the Contractor will not, directly or indirectly:

• Solicit any LeadAdvisors client to which the Contractor was assigned during the last 12 months of engagement to terminate or reduce its relationship with LeadAdvisors.
• Solicit any LeadAdvisors contractor or staff member to leave LeadAdvisors.

This section does not restrict the Contractor's right to general advertising or work with parties they had a pre-existing relationship with before the engagement.

[Anthony to confirm: enforceability per jurisdiction. Non-solicits are generally enforceable in DE, NY, TX, FL with reasonable scope; weak/limited in CA, MA, OR. PH and MX courts apply reasonableness tests.]

9. Indemnification

The Contractor will indemnify LeadAdvisors against losses arising from (a) the Contractor's breach of confidentiality, (b) the Contractor's misclassification claim or tax claim against LeadAdvisors caused by the Contractor's filings or representations, and (c) IP infringement caused by the Contractor's pre-existing material that was not authorized for use. LeadAdvisors will indemnify the Contractor against losses arising from LeadAdvisors's gross negligence or willful misconduct.

10. Governing law, venue, and disputes

10.1 Governing law. State of [Anthony to confirm: governing US state], USA.

10.2 Venue. State and federal courts in [Anthony to confirm: county and state].

10.3 Pre-suit notice. A party will give the other party 30 days written notice and the chance to cure before filing suit.

[Anthony to confirm: arbitration vs litigation. Arbitration with a class-action waiver is common for US 1099 BPO; PH labor courts will not enforce a US-only arbitration clause for what they view as worker disputes; MX requires Spanish-language arbitration agreements to be valid in many cases. Counsel should choose carefully per jurisdiction.]

11. Miscellaneous

11.1 Entire agreement. This agreement and Schedule A together are the entire agreement on the subject. They supersede any prior understandings.

11.2 Amendments. Only in writing, signed by both parties.

11.3 No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

11.4 Severability. If any provision is unenforceable, the rest stays in full effect, and the invalid provision is modified to the minimum extent needed to be enforceable.

11.5 Assignment. The Contractor may not assign this agreement. LeadAdvisors may assign in connection with a corporate transaction.

11.6 Notices. Notices are effective when sent to the contact addresses on file via email with confirmation of delivery, except formal notices of termination must be sent by trackable courier or recognized e-signature.

11.7 Counterparts; e-signature. This agreement may be signed electronically and in counterparts.

Signatures

LeadAdvisors: ____________________________ Date: ______________
[Anthony to confirm: authorized signer name and title]

Contractor: ____________________________ Date: _____________
Print name: ____________________________