Independent Contractor Agreement



Contractor Information

- - - -

(if an individual)

(if company or corp.)


This INDEPENDENT CONTRACTOR AGREEMENT (“Agreement”) is made as of this  day of , 20, (“Effective Date”) by and between [Independent Contractor’s Name] of  (“you” or the “IC”), and The Woods Hole Oceanographic Institution (the “Institution”) located in Woods Hole, Ma.  The Institution desires to retain you as an Independent Contractor to perform services for the Institution which include


and you are willing to perform such services, all on the terms and conditions set forth more fully herein. Therefore, in consideration of the mutual covenants hereinafter recited, and additional consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows: 

1.                  Scope of Services:  You will perform the services and deliver the required deliverables described in a Services Supplement expressly referencing this Agreement and signed by you and an authorized representative of the Institution.  The first service Supplement is attached as Exhibit A.  Subsequent Service Supplement(s) may be executed by the parties and will also be governed by this Agreement.  For purposes of this Agreement, (a) any services described in the Services Supplement will be referred to as the “Services” and (b) any work product, arising from the Services described in the Services Supplement, including work-in-process, will be referred to as the “Deliverables.” 

2.                  Schedule:  as described in Exhibit A, The Institution may establish deadlines for the completion of certain Services or Deliverables.  You will not permit any other activities to interfere with the timely completion of Services.  You agree to notify the Institution promptly if, at any time, it appears that you will not be able to complete the Services or Deliverables on time. 

3.                  Compensation:  The Institution agrees to pay you for the Services and Deliverables 

at the rate of $ per  (e.g., hour, day, week, month). In no event shall the Contractor be reimbursed for time other than that actually spent providing the described services.
The Institution shall compensate the Contractor for the one time payment of $
Note: Payment will be made on a net: 30 day basis following the receipt of approved invoices.
All travel and meals are a part of this contract. No reimbursement will be made.
Contractor will be reimbursed for per-approved travel in an amount not to exceed $. Original receipts must be submitted. Any expense claimed by the Contractor for which there is no supporting documentation shall be disallowed.

4.                  Deliverables:  The Institution will appoint  to be the principal point of contact, and, along with other Institution designated Point of Contact, will review the Services and the Deliverables for acceptability as to form and content. 

5.                  Changes:  The Institution may at any time request changes in specifications for time or place of delivery, or require additional or diminished work, with cost of the services adjusting accordingly. 

6.                  Relationship of Parties:  It is understood and agreed that you are an independent contractor and that you will perform the Services under the Institution’s general direction as to the result of such activity but that you will determine, in your discretion, the manner and means by which the Services are accomplished, subject to the express condition that you will at all times comply with applicable law.  It is also expressly understood that you shall not be considered an agent or employee of the Institution, and you have no authority whatsoever to bind the Institution by contract or otherwise.  You expressly waive any right to participate in any of the Institutions’ employee benefit plans or perquisites.  The Institution may require you to observe at all times the policies of the Institution and/or its vendors/customers.  Independent Contractor agrees to comply with the Institution’s IC’s policies and procedures.

7.                  Environmental, Health, & Safety:  WHOI does not manage the safety of contractors or their personnel.  All Contractors must comply with all applicable federal, state and local requirements, as well as WHOI’s Environmental, Health, & Safety (EH&S) policies and procedures.  Contractors shall supply the personal protective equipment that is required for each task they are performing and this equipment shall be maintained in proper condition. Contractors shall ensure that all required EH&S training is completed prior to working on WHOI tasks. Contractors are expected to conduct a hazard analysis of the tasks and implement the required and necessary controls to effectively mitigate EH&S hazards, including hazardous exposures to contractor employees, WHOI personnel, the public, and/or the environment.

8.                  Progress Meetings and Reports:  You will participate in periodic meetings at the Institution’s request to review the progress of performance, quality of Services and Deliverables, and general status of the work to be performed under the Services Supplement.

9.                  Taxes and Insurance:  You acknowledge and agree that it is your responsibility to pay all applicable taxes, including without limitation all federal and state income tax, self-employment taxes, and unemployment or disability insurance applicable to you and you will indemnify the Institution  and hold the Institution  harmless to the extent of any obligation imposed by law on the Institution to pay any such amounts in connection with any payments made by the Institution  to you under this Agreement.  During the Term, you shall maintain in force adequate commercial general liability, errors and omissions, and other forms of insurance, in each case with insurers reasonably acceptable to the Institution , with policy limits sufficient to protect and indemnify the Institution  and its affiliates, and each of their trustees, officers, directors, -, employees, subsidiaries, partners, members, controlling persons, and successors and assigns, from any losses resulting from your or your agents, contractors, servants or employees conduct, acts, or omissions. The Independent Contractor  shall forward a certificate of insurance verifying such insurance upon the Institutions written request, which certificate will indicate that such insurance policies may not be canceled before the expiration of a [30] day notification period and that the Institution will be immediately notified in writing of any such notice of termination.

10.              Indemnification:  You shall defend, indemnify and hold harmless the Institution and its affiliates and their trustees, officers, directors, employees, successors and assigns from and against all losses, damages, liabilities, deficiencies, actions, judgments, interest, awards, penalties, fines, costs or expenses of whatever kind (including reasonable attorneys' fees) arising out of or resulting from:

(a)           Bodily injury, death of any person or damage to real or tangible, personal property resulting from your acts or omissions; and

(b)          Your breach of any representation, warranty or obligation under this Agreement.

The Institution may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to you.

 11.              Confidential Information:  You acknowledge that you may acquire from the Institution, its vendors, suppliers or customers information of a competitively sensitive or proprietary nature in connection with the Services performed by you, (collectively, “Confidential Information”).  Confidential Information includes, without limitation, financial information, reports, and forecasts; inventions, improvements and other intellectual property; trade secrets; know-how; designs, processes or formulae; software; market or sales information, plans, methods and/or techniques; customer lists and customer information; supplier lists and supplier information; pricing information and policies, personnel information,  sales presentations, product calendars, business plans, prospects and opportunities which have been discussed or considered by the employee and/or management of the Institution and/or information about prospects, market analyses or projections.  Confidential Information also includes operational and technological information, including plans, specifications, manuals, forms, templates, software, designs, methods, procedures, formulas, discoveries, inventions, improvements, concepts and ideas; and personnel information, including personnel lists, reporting or organizational structure, resumes, personnel data, compensation structure, performance information and evaluations and termination arrangements or documents.  You agree to hold such Confidential Information in strict confidence and further agree that you will not use and/or disclose such Confidential Information other than for the purpose of performing Services hereunder.  You further agree that you will not allow any unauthorized person access to Confidential Information, either before or after the termination of this Agreement.  Notwithstanding the foregoing restrictions, you may disclose information to the extent required by an order of any court or other governmental authority, but only after you have notified the Institution and given the Institution a reasonable opportunity to obtain protection for such information in connection with such disclosure. 

12.              Documents, Records, etc.:  All documents, records, data, apparatus, equipment and other physical property, whether or not pertaining to Confidential Information, which are furnished to you by the Institution or are produced by you in connection with the services you are performing will be and remain the sole property of the Institution and are only to be used by you in connection with the Services you are providing for the Institution.  You shall return to the Institution all such materials and property as and when requested by the Institution.  In any event, you will return all such materials and property immediately upon the termination of this Agreement for any reason, including but in no way limited to such materials that may be on your or another personal computer or device that is under your control and is not otherwise related to the Institution.  Upon the ending of this Agreement for any reason, and after you have provided to the Institution copies of all of the Institution’s documents and property, including, without limitation, all Deliverables, you will promptly delete duplicates of any of the Institution’s materials and property from any such computer or device.  You will not, without the express written consent of the Institution, retain, remove or transmit (by electronic mail or otherwise) any such material or property or any copies thereof after the completion of Services or has been determined to take place.  You further understand that the Institutions’ information systems, including electronic mail, voicemail, and the Institution’s computer systems, are the Institution’s property.  You understand and acknowledge that the Institution may obtain access to all information maintained on the Institution’s property and that you have no personal privacy interest in any such information.  The Institution may waive all or part of its rights arising from this Section 10 without affecting the enforceability of the remainder of the provision or any other parts of the Agreement. 

13.              Ownership of Deliverables:  The Deliverables constitute “works made for hire” for the Institution, as that phrase is defined in the Copyright Act of 1976, and the Institution will be considered the author and will be the owner of the Deliverables.  If any Deliverable does not qualify for treatment as a “work made for hire,” or if you retain any interest in any Deliverable for any other reason, you hereby assign and transfer, and will assign and transfer, to the Institution ownership of such Deliverable and all related patents, copyrights, trademarks, trade secrets and all other intellectual property rights, free and clear of any and all liens, pledges, encumbrances or claims.  The Institution will have the sole right to determine the treatment of any such Deliverables, including the right to keep the same as trade secrets, to prepare and execute patent applications thereon, to use and disclose the same without prior patent application, to file registrations for copyright or trademark thereon in its own name, or follow any other procedure that the Institution deems appropriate.  To preclude any possible uncertainty, Consultant sets forth on Exhibit B attached hereto a complete list of developments that Consultant has alone or jointly with others, conceived, developed or reduced to practice prior to the commencement of Consultant’s professional relationship with the Institution that Consultant considers to be Consultant’s property or the property of third parties and that Consultant wishes to have excluded from the scope of this Agreement (“Prior Inventions”).  Consultant has also listed on Exhibit B all patents and patent applications in which Consultant is named as an inventor, other than those which have been assigned to the Institution (“Other Patent Rights”).  If no such disclosure is attached, Consultant represents that there are no Prior Inventions or Other Patent Rights.  If, in the course of Consultant’s engagement with the Institution, Consultant incorporates a Prior Invention into an Institution product, process or machine or other work done for the Institution, Consultant hereby grants to the Institution a nonexclusive, royalty-free, irrevocable, worldwide license (with the full right to sublicense) to make, have made, modify, use and sell such Prior Invention.  Notwithstanding the foregoing, Consultant will not incorporate, or permit to be incorporated, Prior Inventions in any Deliverable without the Institution’s prior written consent.  This Agreement does not obligate Consultant to assign to the Institution any development which, in the sole judgment of the Institution, reasonably exercised, is developed entirely on your own time and does not relate to the business efforts or research and development efforts in which, during the period of your consulting arrangement, the Institution actually is engaged or reasonably would be engaged, and does not result from the use of premises or equipment owned or leased by the Institution.  However, Consultant will also promptly disclose to the Institution any such developments for the purpose of determining whether they qualify for such exclusion. 

14.              Warranties:  You understand that the Institution respects proprietary rights and does not desire to acquire from you any intellectual property or confidential information of third parties.  You represent and warrant to the Institution that (a) you are not under any pre-existing obligation inconsistent with the terms of this Agreement; (b) the Services to be performed under this Agreement and the results thereof (including without limitation the Deliverables) will be the original work of Consultant, free and clear of any claims or encumbrances of any kind, and will not infringe any patent, copyright or other proprietary right or misappropriates a trade secret of any person or entity; (c) any Deliverables provided in electronic form include no computer instructions the purpose of which is to disrupt or damage or interfere with the use of computer and telecommunications facilities or to perform functions which are not an appropriate part of the functionality of the Deliverables and the purpose of which is to disrupt processing; and (d) your performance of the Services does not and will not violate or conflict with or result in a breach of any terms, conditions, duties or obligations you have to any third party or any other rights of any third party. 

15.              Export Control: You shall not export, directly or indirectly, any technical data acquired from the Institution, or any products utilizing any such data, to any country in violation of any applicable export laws or regulations.

16.              Termination:  This Agreement will be entered into for a period of  months from the Effective Date and will automatically terminate at the end of the  month period unless renewed in writing by both parties.  Notwithstanding the  month period, the Institution or you may terminate this Agreement upon at any time upon at least five (5) business days prior written notice without obligation except for payment to you for actual Services performed prior to termination.  Upon termination, you will immediately deliver to the Institution all Deliverables (including work-in-process) and all tangible embodiments of Confidential Information.  Within thirty (30) days of termination of this Agreement for any reason, you will submit to the Institution an itemized invoice for any unpaid fees properly payable by the Institution in accordance with the Agreement.  The Institution, upon payment of amounts accurately invoiced, shall thereafter have no further liability or obligation to you whatsoever for any further fees or expenses arising under the Agreement.  The provisions of Sections 9, 10, 11, and 12, shall survive the termination of this Agreement for any reason. 

17.              .  Assignment:  The rights and liabilities of the parties hereto shall bind and inure to the benefit of their respective successors, heirs, executors and administrators, as the case may be; provided that, as the Institution has specifically contracted for your services, you may not assign or delegate your obligations under this Agreement either in whole or in part without the Institution’s prior written consent

18.              Governing Law; Severability:  This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, excluding that body of law applicable to choice of law. Contractor irrevocably agrees and consents that any judicial proceeding arising out of, under or in connection with this agreement shall be adjudged or determined in a Massachusetts court. If any provision of this Agreement is for any reason found by a court of competent jurisdiction to be unenforceable, the remainder of this Agreement shall continue in full force and effect. 

19.              Complete Understanding; Modification:  This Agreement supersedes all prior agreements and understandings between the parties with respect to its subject matter and may not be changed unless mutually agreed upon in writing by both parties. 

20.              Notices:  Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing.  Such notice shall be deemed given upon personal delivery to the appropriate address or sent by certified or registered mail, three days after the date of mailing provided that notice of change of address shall be deemed effective only upon receipt. 

21.              Legal and Equitable Remedies:  You acknowledge that the Services are personal and unique and that you will have access to Confidential Information.  The Institution will have the right to enforce this Agreement and any of its provisions by injunction, specific performance or other equitable relief without prejudice to any other rights and remedies that the Institution may have for a breach of this Agreement without the necessity of posting a bond. 

IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the date first written above. 

Woods Hole Oceanographic Institution                              Independent Contractor’s Name  

By:                              By:     

Title:                            Title:   



Dated   day of , 20


Independent Contract AGREEMENT

Dated   day of , 20

By and between

Woods Hole Oceanographic Institution and [INDEPENDENT CONTRACTOR’S NAME]


This Services Supplement is subject to, and governed by, the Independent Contractor  Agreement, dated   day of , 20 (the “Agreement”), between Woods Hole Oceanographic Institution (the “Institution “) and  (“Name” or “you”).  This Services Supplement sets forth a description of the services to be performed by you (the “Services”) and the Deliverables, in connection with the Services.  The date of this Services Supplement is  day of , 20(the “Services Supplement Effective Date”).  All capitalized terms used herein without definition shall have the meanings set forth in the Agreement. 


The Services will consist of:



IN WITNESS WHEREOF, the parties hereto have signed this Agreement as of the Services Supplement Effective Date.

Woods Hole Oceanographic Institution                  Independent Contractor’s Name



By:                              By:     

Title:                            Title:   



To:                  Woods Hole Oceanographic Institution



Subject:          Prior Inventions

The following is a complete list of all inventions or improvements relevant to the subject matter of my consulting arrangement with Woods Hole Oceanographic Institution that have been made or conceived or first reduced to practice by me alone or jointly with others prior to the commencement of my professional relationship with the Woods Hole Oceanographic Institution.

                        No inventions or improvements

                        See below:



The following is a list of all patents and patent applications in which I have been named as an inventor:


                     See below:





, respect to clauses 52.215-1, 52.215-2, 52.227-2, and paragraph (b[9]) of clause




Restrictions on Subcontractor Sales to the Government (if order exceeds $10,000.00)





Anti-Kickback Procedure (except Subparagraph (c)(1))










Examination of Records by Comptroller





Audit - Negotiation (If order exceeds $100,000.00 and covers other than catalog price hardware)





Price Reduction for Defective Cost or Pricing Data (if order exceeds $500,00.00 and covers other than catalog price hardware)





Subcontractor Cost or Pricing Data (If order exceeds $500,000.00 and covers other firm catalog price hardware)





Utilization of Small Business Concerns (if order exceeds $10,000.00) (Does not apply to Small Business Concerns)





Small Business Subcontracting Plan (If order exceeds $50,000.00) (Does not apply to Small Business Concerns)





Utilization of Women-Owned Small Business (if order exceeds $25,000.00)





Utilization of Labor Surplus Area Concerns (if order exceeds $25,000.00)





Labor Surplus Area Subcontracting Program (If order exceeds 100,000.00)





Notice to Government of Labor Disputes





Equal Opportunity





Affirmative Action for Special Disabled and Vietnam Era Veterans (If order exceeds $10,000.00)





Affirmative Action for handicapped Workers (If order exceeds $10,00.00)





Disabled Veterans, Vietnam Era





Clean Air & Water Certification (if order exceeds $100,000.)





Restrictions on certain foreign purchases.





Authorization & Consent (If order exceeds $25,000.00)





Notice & Assistance Regarding Patent & Copyright Infringement (if order exceeds $25,000.00)





Preference for U.S. - Flag Air Carriers (if order involves international air transportation)

Last updated: January 3, 2018