Draft · For attorney review

Independent Contractor Agreement (Operator)

Working draft — version [OWNER: v0.1], [OWNER: date]

1. Parties & effective date

This Independent Contractor Agreement (the "Agreement") is entered into as of the date of the Operator's electronic acceptance (the "Effective Date") between [OWNER: company legal name and entity type, e.g., 3D Print Dash LLC], a [OWNER: state] [OWNER: entity type] (the "Company"), and the individual or business accepting this Agreement (the "Operator"). The Company and the Operator are each a "Party" and together the "Parties."

2. Independent-contractor relationship

• The Operator is an independent contractor, not an employee, agent, partner, or joint venturer of the Company. Nothing in this Agreement creates an employment relationship.
• The Operator controls the manner and means of performing the Services, including which jobs to accept, when and where to print, and what processes to use, subject only to the agreed specifications and standards.
• The Operator is not entitled to employee benefits (no health insurance, paid leave, workers' compensation, unemployment, or retirement benefits) and is responsible for its own benefits and expenses.
• The Operator has no authority to bind the Company or to make representations on its behalf.
• The Operator may use assistants or subcontractors at its own expense, provided they are bound to terms at least as protective as this Agreement; the Operator remains responsible for their work. [ATTORNEY: confirm whether subcontracting should be permitted, restricted, or require Company consent.]

3. Services

The Operator may receive offers to manufacture 3D-printed parts and related items ("Jobs") through the Company's platform. For each Job the Operator chooses to accept, the Operator will: (a) manufacture the part to the specifications provided (model file, material, dimensions, quality/detail and strength settings, quantity, and any finishing); (b) inspect the part for conformity; (c) submit any required proof (such as a photo) before payout; and (d) package and ship the part per Section 8. Acceptance of any Job is at the Operator's discretion; the Company does not guarantee any minimum volume of Jobs, and the Operator does not guarantee acceptance of any Job.

4. Equipment, materials & workspace

The Operator provides, at its own expense, all 3D printers, tooling, materials, software, supplies, utilities, and workspace needed to perform the Services, and is solely responsible for their maintenance, safety, and lawful operation. The Operator represents that it owns or is licensed to use all such equipment and software.

5. Compensation & payment

• For each completed and accepted Job, the Operator will be paid the payout amount displayed for that Job in the platform before the Operator accepts it. The Operator should not accept a Job unless the displayed payout is acceptable.
• The Company retains a service fee/commission for operating the marketplace, payments, routing, support, and fulfillment; the Operator's payout is shown net of that fee. [OWNER: do NOT state a fixed rate, percentage, or formula here — the payout shown per Job is the operative number; confirm this description with counsel and finance.]
• Payments are processed through Stripe Connect (or a successor processor) and released after the order is marked delivered and any required proof and acceptance conditions are met. The Operator must maintain a valid connected payout account in good standing.
• The Company provides prepaid shipping labels, so the Operator does not front shipping costs for standard fulfillment. [ATTORNEY: confirm treatment of returns, reprints, and damaged-in-transit costs.]
• Chargebacks, refunds, and adjustments for defective or non-conforming work, fraud, or policy violations may be offset against current or future payouts as described in Section 7. [ATTORNEY: confirm offset/clawback mechanics and any caps.]

6. Taxes

The Operator is solely responsible for all federal, state, local, and foreign taxes on amounts paid under this Agreement, including self-employment tax, and for any required registrations. The Operator will provide a completed Form W-9 (or W-8 series, if applicable) before payout, and the Company may issue a Form 1099 (or local equivalent) as required by law. The Company will not withhold taxes from payouts unless legally required (e.g., backup withholding). [ATTORNEY: confirm 1099-K vs 1099-NEC treatment given the payment-processor flow, and international operator handling.]

7. Quality standards & acceptance

The Operator will manufacture each Job to the agreed specifications and to commercially reasonable quality standards, free from material defects. The Company (or the customer) may inspect parts and may reject non-conforming work. For non-conforming, defective, late, or unfulfilled Jobs, the Company may, as applicable, require a reprint, issue a refund to the customer, withhold or reverse the payout for that Job, and apply ratings or quality metrics that affect future Job offers. Repeated quality or policy failures may lead to suspension or termination under Section 21. [ATTORNEY: confirm cure period, reprint-vs-refund decision rights, and rating/appeal process.]

8. Shipping & fulfillment

The Operator will package parts to protect them in transit and ship using the Company-provided label and method within the handling time shown for the Job. Title and risk of loss for materials and finished parts, and responsibility for in-transit damage, are allocated as follows: [ATTORNEY: specify title/risk-of-loss and in-transit damage allocation between Operator, Company, carrier, and customer.]

9. Customer files & intellectual property

• Customer-uploaded models, designs, and files ("Customer Content") are owned by the customer or its licensors. The Company grants the Operator a limited, non-exclusive, non-transferable, revocable license to use Customer Content solely to manufacture and fulfill the specific accepted Job.
• The Operator will not copy, retain (beyond what is reasonably needed to complete the Job and any limited dispute/record period), reuse, modify for other purposes, sell, publish, reverse-engineer, or distribute Customer Content, and will securely delete it when the Job and any such period end. [ATTORNEY: set a specific retention/deletion period.]
• The Operator acquires no ownership of Customer Content and will not claim any. To the extent the Operator contributes any modification at the customer's direction, the Operator assigns such contribution as needed to deliver the Job. [ATTORNEY: confirm assignment/work-made-for-hire language and whether it should run to the customer or the Company.]

10. Operator's own IP

The Operator keeps ownership of its pre-existing tools, processes, profiles, and any designs the Operator independently created and is licensed to use. Nothing here transfers the Operator's pre-existing intellectual property to the Company, except a limited license for the Company to display the Operator's profile, ratings, and non-confidential work samples to operate and market the platform. [ATTORNEY: confirm scope of the marketing license.]

11. Prohibited content & compliance

The Operator will decline and not manufacture any Job the Operator believes infringes a third party's intellectual property or violates the Company's DMCA & Intellectual Property Policy, including copyrighted/trademarked/counterfeit items, weapons or weapon components, and illegal, dangerous, or regulated items. The Operator will comply with all applicable laws and regulations in performing the Services.

12. Confidentiality

"Confidential Information" includes Customer Content, customer and order data, payout and pricing mechanics, non-public platform features, and other non-public information disclosed by the Company. The Operator will keep Confidential Information confidential, use it only to perform the Services, and not disclose it except as required by law (with notice where lawful). This obligation survives termination. [ATTORNEY: set survival period and standard carve-outs.]

13. Data protection

The Operator will protect any personal data it accesses (e.g., shipping names/addresses) with reasonable safeguards, use it only to fulfill Jobs, and comply with applicable data-protection laws. [ATTORNEY: add a data-processing addendum and required terms (e.g., GDPR/CCPA) if operators handle personal data; confirm processor/sub-processor roles.]

14. Insurance

The Operator will maintain, at its own expense, insurance appropriate to its business and operations, including [OWNER: required coverage types and minimum limits — e.g., general liability], and will provide proof on request. [ATTORNEY: confirm whether to require specific coverages/limits, additional-insured status, and waiver of subrogation.]

15. Representations & warranties

• The Operator has the right and authority to enter into this Agreement and to perform the Services;
• The Operator owns or is licensed to use its equipment, software, and materials;
• The Services and finished parts will conform to the Job specifications and be free from material defects;
• The Operator will comply with this Agreement, the DMCA/IP Policy, and applicable law; and
• The Operator is properly classified, registered, and licensed to operate its business where it operates.

16. Indemnification

The Operator will indemnify, defend, and hold harmless the Company and its officers, employees, and agents from third-party claims, damages, and reasonable costs (including attorneys' fees) arising from: (a) the Operator's breach of this Agreement; (b) the Operator's negligence or willful misconduct; (c) injury or damage caused by the Operator's equipment, workspace, or finished parts; (d) the Operator's infringement of third-party rights through designs or processes the Operator introduces (excluding Customer Content used as directed); or (e) the Operator's tax, employment, or classification obligations as to itself and its personnel. [ATTORNEY: confirm mutual vs one-way indemnity, defense control, and notice/cooperation terms.]

17. Limitation of liability

To the maximum extent permitted by law, neither Party is liable to the other for indirect, incidental, special, consequential, or punitive damages, and the Company's aggregate liability arising out of this Agreement is limited to [OWNER: cap — e.g., amounts paid to the Operator in a defined recent period]. [ATTORNEY: set the cap and any carve-outs (e.g., for confidentiality, IP, indemnity, or willful misconduct).]

18. Non-exclusivity

This Agreement is non-exclusive. The Operator may provide services to others (including competitors), and the Company may engage other operators and use other providers, without restriction except as expressly stated here.

19. Non-circumvention

While this Agreement is in effect and for [OWNER: period] afterward, the Operator will not use the Company's Confidential Information or customer relationships introduced through the platform to solicit or divert platform customers off-platform for the same Jobs. This does not restrict the Operator's general right to operate its own business. [ATTORNEY: confirm enforceability/scope of any non-solicit/non-circumvention by jurisdiction; some states restrict these.]

20. Verification & background checks

The Operator authorizes the Company to verify the Operator's identity, business, and eligibility, and (where permitted and with any required consent) to conduct background or quality checks. Continued eligibility may depend on passing such checks and maintaining good standing. [ATTORNEY: confirm consent language and FCRA/local requirements if third-party checks are used.]

21. Term & termination

• This Agreement begins on the Effective Date and continues until terminated.
• Either Party may terminate for convenience on [OWNER: notice period, e.g., 7 days]' notice.
• The Company may suspend or terminate immediately for material breach, prohibited content, fraud, safety risk, repeated quality failures, or legal/risk reasons.
• On termination, the Operator will complete or hand off accepted Jobs as directed, stop using and securely delete Customer Content, and be paid for properly completed, accepted Jobs. Sections that by their nature survive (including confidentiality, IP, indemnity, limitation of liability, taxes, and dispute resolution) survive termination.

22. Force majeure

Neither Party is liable for delays or failures caused by events beyond its reasonable control (e.g., natural disasters, outages, carrier failures, supply shortages, or government action), provided it makes reasonable efforts to mitigate.

23. Independent advice

Each Party has had the opportunity to obtain independent legal and tax advice. The Operator acknowledges it is responsible for understanding its tax and contractor obligations and is not relying on the Company for legal or tax advice.

24. Governing law & disputes

This Agreement is governed by the laws of [OWNER: state], without regard to conflict-of-laws rules. The Parties will attempt to resolve disputes informally first. [ATTORNEY: choose dispute mechanism — courts in a specified venue, or binding arbitration (and whether to include a class-action waiver) — and confirm enforceability for independent contractors in the chosen jurisdiction.]

25. General

• Entire agreement: This Agreement, with the documents it references (including the DMCA/IP Policy and any platform terms), is the entire agreement on its subject and supersedes prior understandings.
• Amendments: The Company may update this Agreement on reasonable notice; continued performance after the effective date of an update constitutes acceptance. [ATTORNEY: confirm change-of-terms mechanics and any material-change consent.]
• Assignment: The Operator may not assign this Agreement without the Company's consent; the Company may assign to an affiliate or successor.
• Severability & waiver: If a provision is unenforceable, the rest remains in effect; failure to enforce is not a waiver.
• Notices: Notices may be given through the platform or to the contact details on file at [OWNER: notice email/address].
• Counterparts & e-signature: This Agreement may be accepted electronically and in counterparts, each an original.

26. Signatures

By accepting electronically (or signing below), each Party agrees to this Agreement as of the Effective Date.

Reminder: This is an unsigned template, not legal advice, and is not in effect. A qualified attorney licensed in [OWNER: state] should review and revise it — especially the worker-classification, tax, IP-assignment, indemnification, liability-cap, insurance, and dispute-resolution sections — and confirm compliance everywhere 3D Print Dash operates before it is used. Fill in every [OWNER: …] and resolve every [ATTORNEY: …] note first.