An independent contractor is a person or business who performs services for another person pursuant to an agreement and who is not subject to the other's control, or right to control, the manner and means of performing the services. The exact nature of the independent contractor's relationship with the hiring party is important since an independent contractor pays his/her own Social Security, income taxes without payroll deduction, has no retirement or health plan rights, and often is not entitled to worker's compensation coverage.
Restrictions to prevent competition by a present or former employee are held valid when they are reasonable and necessary to protect the interests of the employer. For example, a provision in an employ¬ment contract which prohibited an employee for two years from calling on any customer of the employer called on by the employee during the last six months of employment would generally be valid. Courts will closely examine covenants not to compete signed by individuals in order to make sure that they are not unreasonable as to time or geographical area.
This form contains a confidentiality clause. The most important part of a confidentiality clause is the definition or description of the confidential information. Ideally, the contract should set forth as specifically as possible the scope of information covered by the agreement. However, the disclosing party may be reluctant to describe the information in the contract, for fear that some of the confidential information might be revealed in the contract itself.
