Independent Contractor Agreement

1. Relationship and statements of work

This Independent Contractor Agreement applies when MarketLiberiAll, Inc. engages a contractor, consultant, freelance developer, designer, technical specialist, writer, adviser, or similar non-employee provider under one or more signed statements of work.

The contractor is not an employee, partner, agent, or joint venturer of MarketLiberiAll and must not represent otherwise. Each statement of work states the services, deliverables, timeline, acceptance criteria, fees, expenses, access, confidentiality needs, security obligations, and whether in-person services are required.

2. Taxes, benefits, tools, and permits

The contractor is responsible for taxes, registrations, permits, licenses, professional obligations, insurance, workspace, tools, equipment, and connectivity unless a statement of work says otherwise. The contractor is not entitled to employee benefits, annual leave, sick leave, public holidays, severance, NASSCORP employer contributions, or payroll treatment unless the engagement is reclassified by law or a signed employment agreement.

Self-employed contractors may seek their own tax, social security, insurance, and professional advice. MarketLiberiAll may withhold or report amounts where required by law.

3. Fees, expenses, and acceptance

MarketLiberiAll pays the fees stated in the accepted statement of work after deliverables meet the written acceptance criteria, unless the statement of work states milestone billing or another lawful payment schedule. Prepayment, retainer, or expense reimbursement must be written.

MarketLiberiAll may reject, require correction, or withhold acceptance for deliverables that do not meet the statement of work, confidentiality requirements, security requirements, accessibility requirements, brand requirements, legal requirements, or agreed quality standards.

4. Work product and intellectual property

All deliverables, code, designs, documentation, content, data models, analyses, inventions, discoveries, notes, improvements, and other work product created for MarketLiberiAll belong exclusively to MarketLiberiAll from creation to the fullest extent permitted by law.

To the extent ownership does not automatically vest in MarketLiberiAll, the contractor assigns all worldwide rights, title, and interest to MarketLiberiAll, including copyrights, patents, trade secrets, data-compilation rights, design rights, and related rights. The contractor waives moral rights to the fullest extent permitted by law and must sign documents reasonably needed to confirm ownership.

The contractor must disclose any pre-existing or third-party materials before use. Use of open-source, stock, AI-generated, third-party, or prior materials requires written permission where the statement of work or MarketLiberiAll policy requires it and must not impose unwanted license, attribution, security, privacy, or confidentiality obligations on MarketLiberiAll.

5. Confidentiality, security, and data handling

The contractor must protect MarketLiberiAll confidential information, including source code, architecture, credentials, product plans, finances, legal documents, partner data, customer data, staff data, incident data, pricing, policies, designs, and the terms of the engagement.

The contractor must use only authorized accounts and devices, follow access instructions, keep credentials secret, avoid copying production personal data unless expressly permitted, report suspected incidents promptly, return or delete confidential information at the end of the engagement, and assist with security or privacy investigations involving the contractor work.

6. Warranties, conflicts, and non-solicitation

The contractor warrants that they have authority to enter the agreement, will perform professionally, will not knowingly infringe third-party rights, will not submit malware or unsafe materials, will comply with law, and will disclose conflicts of interest that could affect the work.

During the engagement and for 12 months after it ends, the contractor must not solicit MarketLiberiAll employees, contractors, partners, customers, or suppliers to move business away from MarketLiberiAll using confidential information or relationship access obtained through the engagement. Any exclusivity obligation applies only if written in the statement of work.

7. In-person services and insurance

If a statement of work requires in-person services at MarketLiberiAll premises, customer locations, partner locations, delivery locations, events, or third-party sites, the contractor must comply with site rules, safety instructions, confidentiality requirements, device rules, and lawful directions.

Where requested for in-person services, the contractor must maintain appropriate public liability, professional liability, personal accident, vehicle, or other insurance suitable for the work and provide evidence before work begins.

8. Termination and general terms

Either party may terminate the agreement or a statement of work according to the notice period in the statement of work, or immediately for material breach, confidentiality breach, security breach, rights infringement, misconduct, unlawful conduct, or failure to deliver accepted work.

On termination, the contractor must return MarketLiberiAll property, stop using access, provide work in progress if requested, preserve evidence where legally required, and cooperate with transition. MarketLiberiAll pays accepted work completed before termination, less lawful offsets or amounts owed.

This agreement is governed by the laws of the Republic of Liberia unless a signed statement of work states a different lawful forum. Questions may be sent to [email protected].