27/08/2025, 22:12 Independent Contractor Agreement - ADARSH KUMAR
Independent Contractor Agreement
This Contract is between Theodore R Hall (the "Client") and ADARSH KUMAR (the "Freelancer").
1. WORK AND PAYMENT.
1.1 Project. The Client is hiring the Freelancer to do the following: This contract establishes a
professional agreement between [ADARSH KUMAR] and the Client ( Theodore R Hall ) for auto
parts business consulting services. The purpose of this agreement is to provide the Client with
structured training and support to start and grow an auto parts business from scratch.
Scope of Services:
Training from Scratch: Step-by-step guidance on launching an auto parts business, covering
product categories, sourcing models, and business setup.
Pricing Strategies: In-depth instruction on how to price products competitively and profitably,
based on part condition, market demand, and supplier costs.
Fulfillment from Salvage Yards: Teaching methods for sourcing and fulfilling orders directly
from licensed salvage yards and recyclers.
Genuineness & Verification: Training on identifying genuine OEM parts vs. counterfeit
components and ensuring authenticity in listings and orders.
Email Support: Ongoing consultation and guidance via email for the duration of the agreement,
addressing questions, issues, or strategy feedback.
1.2 [Link] Freelancer will begin work on August 27, 2025 and must finish the work by
January 23, 2026.
1.3 [Link] Client will pay the Freelancer a flat fee of $835.00 (USD). Of this, the Client
will pay the Freelancer $835.00 (USD) before work begins.
1.4 Expenses. The Client will reimburse the Freelancer's expenses. Expenses do not need to be
pre-approved by the Client.
1.5 Invoices. The Freelancer will invoice the Client at the end of the project. The Client agrees to
pay the amount owed within 7 days of receiving the invoice. Payment after that date will incur a
late fee of 0.0% per month on the outstanding amount. The invoice will be shared before the
contract and payment will be made upfront
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1.6 Support. The Freelancer will not provide support for any deliverable once the Client accepts
it, unless otherwise agreed in writing.
2. OWNERSHIP AND LICENSES.
2.1 Client Owns All Work Product. As part of this job, the Freelancer is creating “work
product” for the Client. To avoid confusion, work product is the finished product, as well as
drafts, notes, materials, mockups, hardware, designs, inventions, patents, code, and anything
else that the Freelancer works on—that is, conceives, creates, designs, develops, invents, works
on, or reduces to practice—as part of this project, whether before the date of this Contract or
after. The Freelancer hereby gives the Client this work product once the Client pays for it in full.
This means the Freelancer is giving the Client all of its rights, titles, and interests in and to the
work product (including intellectual property rights), and the Client will be the sole owner of it.
The Client can use the work product however it wants or it can decide not to use the work
product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit.
2.2 Freelancer's Use Of Work Product. Once the Freelancer gives the work product to the
Client, the Freelancer does not have any rights to it, except those that the Client explicitly gives
the Freelancer here. The Client gives permission to use the work product as part of portfolios and
websites, in galleries, and in other media, so long as it is to showcase the work and not for any
other purpose. The Client does not give permission to sell or otherwise use the work product to
make money or for any other commercial use. The Client is not allowed to take back this license,
even after the Contract ends.
2.3 Freelancer's Help Securing Ownership. In the future, the Client may need the Freelancer's
help to show that the Client owns the work product or to complete the transfer. The Freelancer
agrees to help with that. For example, the Freelancer may have to sign a patent application. The
Client will pay any required expenses for this. If the Client can’t find the Freelancer, the
Freelancer agrees that the Client can act on the Freelancer's behalf to accomplish the same
thing. The following language gives the Client that right: if the Client can’t find the Freelancer
after spending reasonable effort trying to do so, the Freelancer hereby irrevocably designates
and appoints the Client as the Freelancer's agent and attorney-in-fact, which appointment is
coupled with an interest, to act for the Freelancer and on the Freelancer's behalf to execute,
verify, and file the required documents and to take any other legal action to accomplish the
purposes of paragraph 2.1 (Client Owns All Work Product).
2.4 Freelancer's IP That Is Not Work Product. During the course of this project, the Freelancer
might use intellectual property that the Freelancer owns or has licensed from a third party, but
that does not qualify as “work product.” This is called “background IP.” Possible examples of
background IP are pre-existing code, type fonts, properly-licensed stock photos, and web
application tools. The Freelancer is not giving the Client this background IP. But, as part of the
Contract, the Freelancer is giving the Client a right to use and license (with the right to
sublicense) the background IP to develop, market, sell, and support the Client’s products and
services. The Client may use this background IP worldwide and free of charge, but it cannot
transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The
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Client cannot sell or license the background IP separately from its products or services. The
Freelancer cannot take back this grant, and this grant does not end when the Contract is over.
2.5 Freelancer's Right To Use Client IP. The Freelancer may need to use the Client’s
intellectual property to do its job. For example, if the Client is hiring the Freelancer to build a
website, the Freelancer may have to use the Client’s logo. The Client agrees to let the Freelancer
use the Client’s intellectual property and other intellectual property that the Client controls to
the extent reasonably necessary to do the Freelancer's job. Beyond that, the Client is not giving
the Freelancer any intellectual property rights, unless specifically stated otherwise in this
Contract.
3. COMPETITIVE ENGAGEMENTS. The Freelancer won’t work for a competitor of the Client
until this Contract ends. To avoid confusion, a competitor is any third party that develops,
manufactures, promotes, sells, licenses, distributes, or provides products or services that are
substantially similar to the Client’s products or services. A competitor is also a third party that plans
to do any of those things. The one exception to this restriction is if the Freelancer asks for
permission beforehand and the Client agrees to it in writing. If the Freelancer uses employees or
subcontractors, the Freelancer must make sure they follow the obligations in this paragraph, as
well.
4. NON-SOLICITATION. Until this Contract ends, the Freelancer won’t: (a) encourage Client
employees or service providers to stop working for the Client; (b) encourage Client customers or
clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the
12-month period before the Contract ended. The one exception is if the Freelancer puts out a
general ad and someone who happened to work for the Client responds. In that case, the Freelancer
may hire that candidate. The Freelancer promises that it won’t do anything in this paragraph on
behalf of itself or a third party.
5. REPRESENTATIONS.
5.1 Overview. This section contains important promises between the parties.
5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter
into this Contract and to perform all of its obligations under this Contract.
5.3 Freelancer Has Right To Give Client Work Product. The Freelancer promises that it owns
the work product, that the Freelancer is able to give the work product to the Client, and that no
other party will claim that it owns the work product. If the Freelancer uses employees or
subcontractors, the Freelancer also promises that these employees and subcontractors have
signed contracts with the Freelancer giving the Freelancer any rights that the employees or
subcontractors have related to the Freelancer's background IP and work product.
5.4 Freelancer Will Comply With Laws. The Freelancer promises that the manner it does this
job, its work product, and any background IP it uses comply with applicable U.S. and foreign
laws and regulations.
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5.5 Work Product Does Not Infringe. The Freelancer promises that its work product does not
and will not infringe on someone else’s intellectual property rights, that the Freelancer has the
right to let the Client use the background IP, and that this Contract does not and will not violate
any contract that the Freelancer has entered into or will enter into with someone else.
5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably
available to the Freelancer if the Freelancer has questions regarding this project, and to provide
timely feedback and decisions.
5.7 Client-Supplied Material Does Not Infringe. If the Client provides the Freelancer with
material to incorporate into the work product, the Client promises that this material does not
infringe on someone else’s intellectual property rights.
This Contract ends on February 27, 2026, unless the Client or the
6. TERM AND TERMINATION
Freelancer ends the contract before that time. Either party may end this Contract for any reason by
sending an email or letter to the other party, informing the recipient that the sender is ending the
Contract and that the Contract will end in 7 days. The Contract officially ends once that time has
passed. The party that is ending the Contract must provide notice by taking the steps explained in
Section 11.4. The Freelancer must immediately stop working as soon as it receives this notice,
unless the notice says otherwise. If either party ends this Contract before the Contract automatically
ends as explained in the first sentence of this paragraph, the Client will pay the Freelancer a
guaranteed payment of $835.00 (USD) and the Client will reimburse the Freelancer for any
agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract
ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non-Solicitation); 5
(Representations); 8 (Confidential Information); 9 (Limitation of Liability); 10 (Indemnity); and 11
(General).
7. INDEPENDENT CONTRACTOR. The Client is hiring the Freelancer as an independent
contractor. The following statements accurately reflect their relationship:
- The Freelancer will use its own equipment, tools, and material to do the work.
- The Client will not control how the job is performed on a day-to-day basis. Rather, the
Freelancer is responsible for determining when, where, and how it will carry out the work.
- The Client will not provide the Freelancer with any training.
- The Client and the Freelancer do not have a partnership or employer-employee relationship.
- The Freelancer cannot enter into contracts, make promises, or act on behalf of the Client.
- The Freelancer is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits,
retirement plans, vacation days).
- The Freelancer is responsible for its own taxes.
- The Client will not withhold taxes or make payments for disability insurance, unemployment
insurance, or workers compensation for the Freelancer or any of the Freelancer's employees or
subcontractors.
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8. CONFIDENTIAL INFORMATION.
8.1 Overview. This Contract imposes special restrictions on how the Client and the Freelancer
must handle confidential information. These obligations are explained in this section.
8.2 The Client’s Confidential Information. While working for the Client, the Freelancer may
come across, or be given, Client information that is confidential. This is information like
customer lists, business strategies, research & development notes, statistics about a website,
and other information that is private. The Freelancer promises to treat this information as if it is
the Freelancer's own confidential information. The Freelancer may use this information to do its
job under this Contract, but not for anything else. For example, if the Client lets the Freelancer
use a customer list to send out a newsletter, the Freelancer cannot use those email addresses for
any other purpose. The one exception to this is if the Client gives the Freelancer written
permission to use the information for another purpose, the Freelancer may use the information
for that purpose, as well. When this Contract ends, the Freelancer must give back or destroy all
confidential information, and confirm that it has done so. The Freelancer promises that it will
not share confidential information with a third party, unless the Client gives the Freelancer
written permission first. The Freelancer must continue to follow these obligations, even after the
Contract ends. The Freelancer's responsibilities only stop if the Freelancer can show any of the
following: (i) that the information was already public when the Freelancer came across it; (ii) the
information became public after the Freelancer came across it, but not because of anything the
Freelancer did or didn’t do; (iii) the Freelancer already knew the information when the
Freelancer came across it and the Freelancer didn’t have any obligation to keep it secret; (iv) a
third party provided the Freelancer with the information without requiring that the Freelancer
keep it a secret; or (v) the Freelancer created the information on its own, without using anything
belonging to the Client.
8.3 Third-Party Confidential Information. It’s possible the Client and the Freelancer each
have access to confidential information that belongs to third parties. The Client and the
Freelancer each promise that it will not share with the other party confidential information that
belongs to third parties, unless it is allowed to do so. If the Client or the Freelancer is allowed to
share confidential information with the other party and does so, the sharing party promises to
tell the other party in writing of any special restrictions regarding that information.
9. LIMITATION OF LIABILITY. Neither party is liable for breach-of-contract damages that the
breaching party could not reasonably have foreseen when it entered this Contract.
10. INDEMNITY.
10.1 Overview. This section transfers certain risks between the parties if a third party sues or
goes after the Client or the Freelancer or both. For example, if the Client gets sued for something
that the Freelancer did, then the Freelancer may promise to come to the Client’s defense or to
reimburse the Client for any losses.
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10.2 Client Indemnity. In this Contract, the Freelancer agrees to indemnify the Client (and its
affiliates and their directors, officers, employees, and agents) from and against all liabilities,
losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party
claim or proceeding arising out of: (i) the work the Freelancer has done under this Contract; (ii)
a breach by the Freelancer of its obligations under this Contract; or (iii) a breach by the
Freelancer of the promises it is making in Section 5 (Representations).
10.3 Freelancer Indemnity. In this Contract, the Client agrees to indemnify the Freelancer (and
its affiliates and their directors, officers, employees, and agents) from and against liabilities,
losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party
claim or proceeding arising out of a breach by the Client of its obligations under this Contract.
11. GENERAL.
11.1 Assignment. This Contract applies only to the Client and the Freelancer. The Freelancer
cannot assign its rights or delegate its obligations under this Contract to a third-party (other
than by will or intestate), without first receiving the Client’s written permission. In contrast, the
Client may assign its rights and delegate its obligations under this Contract without the
Freelancer's permission. This is necessary in case, for example, another Client buys out the
Client or if the Client decides to sell the work product that results from this Contract.
11.2 Arbitration. As the exclusive means of initiating adversarial proceedings to resolve any
dispute arising under this Contract, a party may demand that the dispute be resolved by
arbitration administered by the American Arbitration Association in accordance with its
commercial arbitration rules.
11.3 Modification; Waiver. To change anything in this Contract, the Client and the Freelancer
must agree to that change in writing and sign a document showing their contract. Neither party
can waive its rights under this Contract or release the other party from its obligations under this
Contract, unless the waiving party acknowledges it is doing so in writing and signs a document
that says so.
11.4 Notices.
(a) Over the course of this Contract, one party may need to send a notice to the other party.
For the notice to be valid, it must be in writing and delivered in one of the following ways:
personal delivery, email, or certified or registered mail (postage prepaid, return receipt
requested). The notice must be delivered to the party’s address listed at the end of this
Contract or to another address that the party has provided in writing as an appropriate
address to receive notice.
(b) The timing of when a notice is received can be very important. To avoid confusion, a valid
notice is considered received as follows: (i) if delivered personally, it is considered received
immediately; (ii) if delivered by email, it is considered received upon acknowledgement of
receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt
requested), it is considered received upon receipt as indicated by the date on the signed
receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change
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in address for which no notice was given, then it is considered received when the notice is
rejected or unable to be delivered. If the notice is received after 5:00pm on a business day at
the location specified in the address for that party, or on a day that is not a business day, then
the notice is considered received at 9:00am on the next business day.
11.5 Severability. This section deals with what happens if a portion of the Contract is found to
be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum
extent necessary to make it enforceable, unless that change is not permitted by law, in which
case the portion will be disregarded. If any portion of the Contract is changed or disregarded
because it is unenforceable, the rest of the Contract is still enforceable.
11.6 Signatures. The Client and the Freelancer must sign this document using Signnow’s
e-signing system. These electronic signatures count as originals for all purposes.
11.7 Governing Law. The laws of India govern the rights and obligations of the Client and the
Freelancer under this Contract, without regard to conflict of law principles of that country.
11.8 Entire Contract. This Contract represents the parties’ final and complete understanding of
this job and the subject matter discussed in this Contract. This Contract supersedes all other
contracts (both written and oral) between the parties.
THE PARTIES HERETO AGREE TO THE FOREGOING AS EVIDENCED BY THEIR SIGNATURES BELOW.
x x
ADARSH KUMAR Theodore R Hall
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