Template for our INDEPENDENT CONTRACTOR SERVICES AGREEMENT

[RandintN]

Date: [Date]

BETWEEN:

CONTRACTOR: Simple Software LTDA, a company organized and existing under the laws of Brazil, with its head office located at [Address], enrolled in the CNPJ/MF under No. 46.886.019/0001-88 (hereinafter referred to as the "COMPANY").

AND:

SERVICE PROVIDER: [Provider Company Name], a legal entity organized and existing under the laws of Brazil, with its head office located at [Address], enrolled in the CNPJ/MF under No. [CNPJ Number] (hereinafter referred to as the "CONTRACTOR").

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1. OBJECT

The CONTRACTOR agrees to provide the COMPANY with the following professional services (the "Services"):

• [Brief description of services, e.g., Software Development, System Architecture, Code Review].
• Specific deliverables shall be defined in separate Statements of Work (SOW) or Task Orders.

2. NATURE OF RELATIONSHIP (The "Anti-CLT" Shield)

2.1. Independent Status: The parties expressly acknowledge that the CONTRACTOR is an independent business entity and not an employee, partner, or agent of the COMPANY.

2.2. No Subordination: The CONTRACTOR shall have full autonomy and discretion in determining the technical methods, means, and procedures for performing the Services. The COMPANY is interested solely in the results (deliverables) and not in the manner of execution.

• The CONTRACTOR is not subject to any work schedule, time tracking, or attendance requirements imposed by the COMPANY.
• The CONTRACTOR is free to determine its own working hours and location.

2.3. Non-Exclusivity: The CONTRACTOR retains the right to perform services for other clients, including competitors of the COMPANY, at any time.

2.4. Impersonality (Right to Substitute): The Services are contracted based on the CONTRACTOR's technical capacity as a legal entity, not on the personal attributes of any specific individual.

• The CONTRACTOR may, at its sole discretion, assign any of its employees, partners, or subcontractors to perform the Services, provided they meet the technical requirements.
• The COMPANY shall not have direct disciplinary power over the CONTRACTOR's personnel.

2.5. Absence of Employment Bond: The parties expressly declare that this Agreement does not create an employment relationship under Article 3 of the Brazilian Consolidation of Labor Laws (CLT). The CONTRACTOR assumes full responsibility for all labor, social security, and tax obligations regarding its own personnel.

3. FEES AND PAYMENT

3.1. Fees: The COMPANY shall pay the CONTRACTOR [Amount] per [Project/Sprint/Month] upon acceptance of the deliverables.

3.2. Invoicing: Payment is strictly conditioned upon the presentation of a valid Service Invoice (Nota Fiscal de Serviços) by the CONTRACTOR.

• Note: Without an Invoice, no payment shall be released, reinforcing the B2B commercial nature.

4. INTELLECTUAL PROPERTY

4.1. Work for Hire: The CONTRACTOR agrees that all code, software, documentation, designs, and other materials created or developed under this Agreement (the "Work Product") shall be the sole and exclusive property of the COMPANY.

4.2. Assignment: The CONTRACTOR hereby irrevocably assigns to the COMPANY all rights, title, and interest in and to the Work Product, including all moral and patrimonial rights, immediately upon creation.

5. CONFIDENTIALITY

5.1. The CONTRACTOR agrees to keep confidential all non-public information provided by the COMPANY, including but not limited to source code, business strategies, and customer data. This obligation survives the termination of this Agreement.

6. INDEMNIFICATION

6.1. The CONTRACTOR agrees to indemnify and hold the COMPANY harmless from any claims, liabilities, or costs arising from:

• Any labor or employment claims filed by the CONTRACTOR's personnel against the COMPANY.
• Any breach of the CONTRACTOR's tax or social security obligations.

7. TERMINATION

7.1. Either party may terminate this Agreement at any time by providing [Number, e.g., 30] days' written notice to the other party.

7.2. The COMPANY may terminate this Agreement immediately, without notice or penalty, in the event of a material breach by the CONTRACTOR.

8. GOVERNING LAW AND JURISDICTION

8.1. This Agreement shall be governed by the Civil and Commercial laws of the Federative Republic of Brazil.

8.2. The parties elect the Civil Courts of the Judicial District of [City], State of [State], to settle any disputes arising from this Agreement, expressly waiving the jurisdiction of Labor Courts, as this relationship is of a strictly civil/commercial nature.

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

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[COMPANY NAME]
(Signature)

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[CONTRACTOR NAME]
(Signature)

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WITNESS 1

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WITNESS 2