TimePlate — SlashHub Limited
Last updated: 2026-10-12 · Version 1.0.0
[placeholder]before issue. Use. For engaging external individuals or entities (developers, designers, copywriters, advisers, sales partners, consultants). For a corp-to-corp engagement, replace "Contractor" with the company and have it procure the individual's personal obligations. Pair with the NDA and the IP Assignment Agreement.
This Independent Contractor Agreement (the "Agreement") is between SlashHub Limited ("SlashHub")
and [Contractor name / entity] of [address] ("Contractor").
2.1 SlashHub engages the Contractor, and the Contractor accepts the engagement, to provide the services described in Schedule A (the "Services"), as an independent contractor.
2.2 The Contractor shall perform the Services with reasonable skill and care and in accordance with applicable law and any agreed milestones.
2.3 The Contractor has no authority to bind SlashHub, sign on its behalf, incur obligations for it, or make any representation on its behalf.
3.1 The parties intend a contract for services, not a contract of employment. Nothing in this Agreement creates an employment, agency, partnership, joint venture or fiduciary relationship.
3.2 The Contractor controls how, when and where the Services are performed (subject to any agreed milestones and reasonable coordination), provides its own equipment, tools and workspace, and may engage its own personnel or subcontractors (subject to clause 3.5).
3.3 No employment benefits. The Contractor is not entitled to salary, wages, paid leave, statutory holidays, sick pay, severance payment, long-service payment, end-of-contract gratuity, bonuses, retirement benefits or any other benefit available to SlashHub's employees.
3.4 Tax, MPF and reclassification. The Contractor is responsible for its own taxes (profits tax on its income, and its own business registration where applicable) and for its own MPF obligations. If the Contractor is a self-employed person within the meaning of the Mandatory Provident Fund Schemes Ordinance (Cap. 485), the Contractor is responsible for joining an MPF scheme and making its own mandatory contributions; SlashHub is not the Contractor's employer and makes no MPF contributions for the Contractor. The Contractor shall indemnify SlashHub for any tax, MPF, penalty or assessment SlashHub is required to pay on the Contractor's behalf. Reclassification: the parties' designation of the engagement as a contract for services is not conclusive; a court, the MPFA or the Inland Revenue Department may determine otherwise on the substance. If the engagement is re-characterised as employment or otherwise, the Contractor shall indemnify SlashHub for all MPF contributions, Employment Ordinance (Cap. 57) entitlements (including severance, long-service payment, statutory holiday, annual leave and sickness allowance), and tax that SlashHub is then required to pay, together with any penalty, surcharge or interest.
3.5 The Contractor is responsible for its own personnel, their taxes, MPF and insurance, and for ensuring anyone it engages is bound by confidentiality and IP-assignment obligations at least as protective as those in this Agreement.
4.1 This Agreement runs from [start date] and continues until the Services are completed or it is
terminated under this clause, unless Schedule A states a fixed term.
4.2 Either party may terminate this Agreement for convenience on [14] days' written notice. Either
party may terminate immediately on the other's material breach not cured within [14] days of notice,
or on insolvency.
4.3 On termination, SlashHub shall pay for Services properly performed up to the termination date, and the Contractor shall promptly deliver all Work Product (as defined in clause 6). Clauses 3, 5, 6, 7, 8, 9, 10, 11 and 12 survive termination.
5.1 SlashHub shall pay the fees in Schedule A. The Contractor is responsible for its own expenses unless Schedule A states otherwise and SlashHub has pre-approved them in writing.
5.2 The Contractor shall submit invoices [monthly / on milestones], stating the engagement, work
period and amount. SlashHub shall pay undisputed invoices within [30] days of a valid invoice.
5.3 Fees are exclusive of any taxes for which the Contractor is responsible. The Contractor shall provide such documentation as SlashHub reasonably requires for its records.
6.1 The Contractor assigns to SlashHub all right, title and interest (present and future, worldwide) in all deliverables, code, designs, copy, documentation, inventions, know-how and other materials created by the Contractor (or its personnel) in the course of the Services (the "Work Product"), including all intellectual property rights, to the fullest extent permitted by law, and the Contractor warrants that it is the sole and absolute owner of the Work Product, has the right to assign it, and that it is free of encumbrances. "Full title guarantee" is not a term of Hong Kong law and is not used.
6.2 To the extent any rights cannot be assigned, the Contractor grants SlashHub a perpetual, irrevocable, worldwide, royalty-free, exclusive, transferable, sublicensable licence to use them, and waives (and shall procure the waiver of) moral rights to the extent permitted by law (including under the Copyright Ordinance (Cap. 528)).
6.3 The Contractor shall, at SlashHub's cost, sign any documents and do anything reasonably necessary to perfect or register SlashHub's rights. The Contractor appoints SlashHub as its attorney to execute such documents if it fails to do so.
6.4 The Contractor shall not use pre-existing third-party or open-source materials in the Work Product without SlashHub's prior written consent, and shall disclose any pre-existing materials it owns that it incorporates (and grants SlashHub a licence to use them).
6.5 The parties may enter a stand-alone IP Assignment Agreement for special cases; if they do, it supplements this clause and prevails if inconsistent.
7.1 The Contractor shall keep SlashHub's confidential information confidential and use it only to perform the Services, with at least reasonable care, and shall not disclose it except to those who need to know and are bound by equivalent obligations.
7.2 If the Contractor has access to Personal Data (for example employee data), it shall: (a) process it only on SlashHub's instructions and only to perform the Services; (b) comply with the Personal Data (Privacy) Ordinance (Cap. 486) and, where applicable, the GDPR; (c) keep it secure and not transfer it off any agreed environment; (d) not retain it after the engagement; and (e) notify SlashHub promptly of any suspected breach. The Contractor shall sign any Data Processing Agreement SlashHub reasonably requires.
7.3 These obligations survive termination.
During the engagement and for [12] months after it ends, the Contractor shall not knowingly solicit
SlashHub's employees or, to the extent permitted by law, SlashHub's customers or partners, to leave or
divert their business, except where the counterparty initiates contact. This clause is limited to what
is reasonable to protect SlashHub's legitimate interests; if a court finds it excessive, it applies to
the maximum extent permitted.
9.1 The Contractor warrants that: (a) it has the authority and (where an entity) is duly organised; (b) the Services and Work Product are original and do not infringe any third-party right; (c) it has not been debarred or restricted, and its engagement does not breach any other agreement; and (d) it will comply with all applicable law.
9.2 The Contractor shall indemnify SlashHub against claims, losses, fines and costs arising from the Contractor's breach of this Agreement, its negligence or wilful misconduct, infringement by the Work Product or by any third-party materials it introduces, and any tax, MPF or employment-related liability arising from the engagement.
10.1 Neither party is liable for indirect or consequential loss. 10.2 SlashHub's total aggregate
liability under this Agreement is limited to the fees paid to the Contractor in the [6] months
preceding the claim. [Consider omitting the cap on the Contractor's liability, or setting it at the fees, so SlashHub can recover for defective or infringing work.] Nothing limits liability that cannot
lawfully be limited (including under the Control of Exemption Clauses Ordinance (Cap. 71)).
11.1 The Contractor is responsible for its own insurance (including public liability and, where relevant, professional indemnity).
11.2 Each party shall comply with applicable anti-bribery and anti-corruption law and shall not offer or accept improper payments in connection with this Agreement.
This Agreement is governed by the laws of the Hong Kong SAR, and disputes are resolved by the courts of
Hong Kong [Alternative: HKIAC arbitration, seat Hong Kong, one arbitrator]. Either party may seek
injunctive relief to protect its IP or confidential information.
This Agreement, together with Schedule A and any signed NDA / IP Assignment Agreement, is the entire agreement and supersedes prior discussions. It creates no third-party rights (Contracts (Rights of Third Parties) Ordinance (Cap. 623) excluded). It may be signed in counterparts and electronically.
| Field | Value |
|---|---|
| Services | [description, deliverables, standards] |
| Rate / fee | [HK$ amount or rate] |
| Basis | [fixed fee / hourly / day rate / milestone / commission] |
| Payment schedule | [on invoice monthly / per milestone] |
| Expenses | [not reimbursable / pre-approved at cost] |
| Term | [from – to, or until completion] |
| Reporting / milestones | [list] |
| Place of work | [remote / access to premises as agreed] |
| SlashHub Limited | Contractor | |
|---|---|---|
| Name | ||
| Title / capacity | ||
| Signature | ||
| Date | ||
| Business Registration No. (if entity) | — | [BR No.] |
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