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INDEPENDENT CONTRACTOR AGREEMENT FOR DRIVERS
This "Independent Contractor Agreement for Drivers" (the "Agreement") is made and
entered into as of [Effective Date], by and between [Company Name], a corporation duly
organized and existing under the laws of [State], with its principal place of business located at
[Address] (hereinafter referred to as the "Company"), and the undersigned individual, an
independent contractor (hereinafter referred to as the "Driver"). WHEREAS, the Company is
engaged in the business of providing transportation network services in Massachusetts and
Rhode Island and seeks to engage independent contractors to operate as drivers on its platform;
and WHEREAS, the Driver seeks to operate as an independent contractor providing
transportation services to customers through the Company's platform; and WHEREAS, both
parties acknowledge the importance of complying with applicable state regulations, including but
not limited to obtaining TNC permits, conducting background checks, maintaining vehicle
standards, and ensuring appropriate insurance coverage; NOW, THEREFORE, in consideration
of the mutual covenants and agreements contained herein, the parties hereto agree as follows:
1. Engagement Of Driver And Relationship Of Parties
The Company hereby engages the Driver as an independent contractor, and the Driver accepts
such engagement in accordance with the terms of this Agreement. The parties expressly
acknowledge and agree that the Driver is an independent contractor and not an employee of the
Company. This classification is consistent with the Company's intent and business model. The
Driver shall have control over the manner in which they provide transportation services through
the Company's platform, subject to the terms and conditions set out in this Agreement and in
compliance with all applicable laws and regulations in the States of Operation, specifically
Massachusetts and Rhode Island. The Company shall not provide the Driver with any employee
benefits or assume any tax or employment obligations of an employer. The Driver is responsible
for their own vehicle maintenance, insurance, and any other costs associated with providing
transportation services. The Driver also acknowledges that they have no authority to bind the
Company to any contracts or obligations. Both parties understand and agree that their
relationship is governed by this Agreement and applicable law governing independent contractor
relationships.
2. Scope Of Services
The Driver agrees to provide ride-share/transportation network company (TNC) services to
customers using the Company's platform. The services include but are not limited to: a.
Providing safe and efficient transportation for customers from the point of pick-up to the point of
drop-off. b. Accepting ride requests through the Company's platform in accordance with the
Company's operational guidelines. c. Accurately recording and maintaining details of each trip
(Trip Record) including pick-up and drop-off locations, trip duration, and fare details, as required
by the Company. d. Ensuring all trips are carried out in compliance with applicable TNC
regulations and Company policies. The Driver is not required to adhere to a formal work
schedule and may accept or decline ride requests at their discretion. The Driver will not be
subject to performance reviews but must maintain professional conduct and vehicle standards as
outlined in Sections 3 and 4 of this Agreement.
3. Compliance With Laws And Tnc Regulations
The Company and the Driver shall each comply with all applicable laws and regulatory
requirements of the States of Operation, specifically Massachusetts and Rhode Island, with
respect to TNC activities. This includes, but is not limited to, obtaining the necessary
state-specific TNC permits, and adhering to the standards and requirements imposed by state
regulators. All background checks for the Driver shall be conducted by a third-party provider to
ensure driver eligibility. The Driver is responsible for maintaining compliance with Vehicle
Standards and Insurance Requirements, as detailed in Clauses 4 and 5, including periodic vehicle
inspections. The Company will ensure all regulatory compliance concerning TNC operations,
including overseeing the adherence to driver background checks, vehicle inspections, and
insurance mandates in accordance with the Applicable Law.
4. Eligibility, Background Checks, And Vehicle Standards
The Driver must meet the following eligibility criteria, undergo necessary background checks,
and adhere to specific vehicle standards to provide transportation services through the
Company's platform:
a. Eligibility Verification: Drivers must undergo comprehensive eligibility verification conducted
by a recognized third-party provider. Documentation and information required for verification
shall include, but are not limited to, identity confirmation, eligibility to work in the United
States, and other criteria as determined by the Company.
b. Background Checks: All Drivers must pass a thorough background check before being
authorized to provide transportation services. These checks will include, but are not limited to,
criminal background checks, driving record history, and any other relevant checks as required by
applicable law and TNC regulations. Drivers with disqualifying factors, as determined solely by
the Company and based on applicable regulations, will be deemed ineligible to provide services.
c. Vehicle Standards: Drivers are responsible for ensuring their vehicles meet all state vehicle
standards and pass all required safety inspections. This includes maintaining the vehicle in good
operating condition, ensuring all safety features function properly, and keeping up with regular
maintenance. Vehicles must also comply with any additional standards or requirements specified
by the TNC regulations, as well as those set forth by the Company.
d. Ongoing Compliance: The Driver must continuously comply with the eligibility, background,
and vehicle standards throughout their engagement with the Company. Any changes that might
affect eligibility must be promptly reported to the Company. Regular audits may be conducted by
the Company to ensure ongoing compliance with these standards.
5. Insurance Requirements
Drivers are required to maintain their own vehicle insurance as a condition of participation on
the platform. The insurance coverage must be at least 25% higher than the minimum insurance
requirements mandated by the applicable state law in the States of Operation. This insurance
coverage must specifically comply with the Transportation Network Company (TNC)
regulations as outlined in accordance with Section 3 of this Agreement. The Driver must ensure
that the insurance policy is valid, active, and provides adequate coverage for any incidents that
arise during the period of providing services through the Company's platform. The Company
reserves the right to request proof of insurance at any time and the Driver must promptly provide
such documentation upon request. Failure to maintain the required insurance coverage will result
in the termination of the Driver’s participation on the platform.
6. Compensation And Payment Terms
Drivers will be compensated on a per ride basis. The payment method for service fees is
electronic and managed through the Company’s payment system. The payment for each ride
(hereinafter referred to as 'Trip') will be calculated based on the Company’s rate structure, which
may include base fare, per-mile, per-minute charges, and any additional fees such as surge
pricing, tolls, and other applicable costs. Drivers are not entitled to any benefits such as paid time
off, health insurance, or expense reimbursement. Payments will be made on a
[weekly/bi-weekly] schedule. The Company will provide an electronic statement detailing each
Driver's Trip Record, which includes a breakdown of completed rides and corresponding
earnings. Upon the termination of this Agreement, the Driver will relinquish any claim to hold
any earned trip money, as all payouts are managed by the Company. Should there be any
adjustments due to Customer complaints or disputes, the Company reserves the right to deduct
such amounts from the Driver’s future payments.
7. Independent Contractor Status
The parties mutually acknowledge and affirm that the Driver is classified as an Independent
Contractor under Applicable Law, and not as an employee of the Company. As an Independent
Contractor, the Driver is not entitled to any employee benefits or protections that are typically
afforded to employees, including but not limited to health insurance, retirement benefits,
unemployment insurance, or worker’s compensation. The Driver has the right to set their own
work hours and is not subject to performance reviews by the Company. Furthermore, as indicated
in Clause 6, no reimbursement for expenses incurred by the Driver in the performance of their
services will be provided. The Company will not withhold taxes on behalf of the Driver, and it is
the Driver's sole responsibility to comply with all tax and other legal obligations imposed on an
Independent Contractor. This status does not alter the Driver's obligation to comply with the
terms of this Agreement or applicable laws governing transportation network services in
Massachusetts and Rhode Island.
8. Grievance/Complaint Resolution Procedures
The Driver may submit any grievances or complaints regarding their engagement with the
Company through the Company's established grievance resolution department. No formal work
schedules or performance reviews are required for this process. The following procedures will
apply to ensure a fair and prompt resolution:
a. Submission of Grievance:
 i. The Driver must submit a detailed written grievance or complaint to the Company’s
grievance resolution department. This submission may be done electronically or via mail to a
specified contact address provided by the Company.
 ii. The written grievance should include all relevant details, such as dates, description of the
incident, and any supporting documentation.
b. Review and Acknowledgment:
 i. Upon receipt of the grievance, the Company will acknowledge the submission within five (5)
business days.
 ii. The Company will review the details of the grievance and may request additional
information or documentation from the Driver if necessary.
c. Investigation and Response:
 i. The Company will conduct a thorough investigation of the grievance, involving all relevant
parties and reviewing all pertinent information.
 ii. A written response detailing the outcome of the investigation and any proposed resolution
will be provided to the Driver within thirty (30) business days of acknowledgment of the
grievance.
d. Resolution:
 i. If the proposed resolution is acceptable to the Driver, both parties will take the necessary
steps to implement the resolution.
 ii. If the Driver is not satisfied with the proposed resolution, they may request further review
by a senior representative of the Company, which will be completed within a subsequent thirty
(30) business days.
e. Escalation:
 i. If the grievance is not resolved to the Driver's satisfaction following the senior
representative’s review, the Driver may pursue further action as outlined in Section 13: Dispute
Resolution (Arbitration).
The Company encourages open communication and strives for mutual satisfaction in resolving
any issues that may arise.
9. Safety And Reporting Incidents
The Driver acknowledges the importance of safety and commits to the following responsibilities
concerning safety and the reporting of incidents or accidents:
a. Compliance with Safety Standards:
i. The Driver shall strictly adhere to all required safety standards and procedures established by
the Company and applicable laws, including state and local transportation regulations.
ii. The Driver is responsible for ensuring that their vehicle remains in a safe operational
condition at all times, including but not limited to, compliance with vehicle inspection
requirements.
b. Incident and Accident Reporting:
i. In the event of any accident or incident that occurs during the provision of transportation
services, the Driver shall promptly report such events through the Company's designated
reporting channel.
ii. The Driver must report any liability claims arising from accidents or incidents to the Company
without delay and provide all necessary documentation and cooperation required for the
resolution of such claims.
c. Reporting Channel:
i. The Company will establish and maintain a designated reporting channel for the Driver to
report accidents, incidents, and liability claims. The Driver is required to use this reporting
channel to ensure timely and accurate reporting of incidents.
ii. The Driver should familiarize themselves with the procedures and requirements for using the
designated reporting channel and follow them diligently.
d. Insurance Compliance:
i. The Driver shall ensure compliance with all applicable insurance requirements as further
detailed in Clause 5 of this Agreement.
ii. The Driver shall immediately notify the Company if there are any changes to their insurance
status or coverage that may impact their ability to provide transportation services.
10. Confidentiality And Non-Solicitation
The Driver acknowledges that during the performance of services under this Agreement, they
may have access to certain confidential, proprietary, and sensitive information pertaining to the
Company and its operations (the 'Confidential Information'). The Driver agrees to maintain the
confidentiality of all Confidential Information and not to disclose such information to any third
party without the prior written consent of the Company. Confidential Information may include,
but is not limited to, business operations, financial and technical information, marketing
strategies, and other proprietary information. However, no sensitive business information, such
as customer lists, trade secrets, or business plans, will be shared with the Driver. The Driver
further agrees that they will not use any Confidential Information for any purpose other than as
necessary to perform the services under this Agreement. The Driver also agrees to take all
reasonable precautions to protect the confidentiality of the Confidential Information and to
follow any specific instructions provided by the Company regarding the safeguarding of such
information.\nThe Driver agrees that they will not, during an active ride, intentionally solicit
Company customers for competing platforms. Additionally, the Driver will not share any
proprietary business information, if any is shared, with competitors of the Company. The Driver
acknowledges that a breach of this section may result in immediate termination of this
Agreement and that the Company may seek any remedies available under the law for such
breach.
11. Other Business Activities And Conflicts Of Interest
Drivers are permitted to engage in other business activities, including providing services for
other ride-share or Transportation Network Company (TNC) competitors. Such activities are
allowed provided they do not constitute a Conflict of Interest as defined herein or in Clause 10.
A Conflict of Interest is defined as any situation where the Driver's obligation to the Company
could be compromised by the Driver's engagement with another business or entity, or where such
engagement might interfere with the Driver’s ability to perform services for the Company.
Further, the Driver must not use any Confidential Information acquired during their engagement
with the Company for any purposes other than providing services through the Company's
Platform. The Driver is also prohibited from soliciting the Company's customers or drivers for a
competitive business during the term of this Agreement.
12. Term And Termination
This Agreement will commence on the Effective Date and shall continue in effect until
terminated as provided herein. Either party may terminate this Agreement at any time, with or
without cause, by providing thirty (30) days’ written notice to the other party. The Company
reserves the right to terminate this Agreement immediately, without prior notice, in the event of a
material breach by the Driver or if the Driver engages in conduct that the Company determines,
in its sole discretion, to be harmful to its business operations, reputation, or customers (each, a
'Termination Event'). In the event of termination under this section, the Driver will cease to
provide services through the Company's platform and return any property or equipment
belonging to the Company. Termination by the Company will follow a process established
internally, which will depend on the severity of the issue and be in accordance with the explicit
rules and procedures written by the Company. Final payments will be made to the Driver as per
the terms set forth in Clause 6, ensuring that drivers do not hold any earned trip funds
independently. Any and all obligations which expressly or by their nature survive termination
shall continue in full force and effect beyond the termination of this Agreement.
13. Dispute Resolution (Arbitration)
Any dispute, controversy, or claim arising out of or relating to this Agreement, its interpretation,
performance, or breach, including without limitation any dispute concerning the scope or
applicability of this agreement to arbitrate, shall be resolved through binding arbitration. The
arbitration shall be conducted in accordance with the rules of the American Arbitration
Association (AAA). Both the Company and the Driver agree to waive any rights to a trial in a
court of law and to participate in class action litigation. The arbitration proceedings shall be
conducted in a location mutually agreed upon by the parties, and if no agreement can be reached,
in the city and state where the Company has its principal place of business. The arbitrator's
decision shall be final and binding on both parties, and judgment upon the award rendered by the
arbitrator may be entered in any court having jurisdiction thereof. The costs of arbitration,
including the fees and expenses of the arbitrator, shall be borne equally by the parties unless
otherwise agreed upon in writing by the parties. Each party shall bear their own legal fees and
expenses.
14. Indemnification And Limitation Of Liability
Both the Driver and the Company agree to indemnify, defend, and hold harmless the other party,
including their respective officers, directors, employees, agents, and representatives, from and
against any and all claims, damages, liabilities, costs, and expenses (including reasonable
attorneys' fees) arising out of or in connection with the indemnifying party's breach of this
Agreement, negligence, gross negligence, willful misconduct, or violation of any applicable law
or regulation. The Driver specifically agrees to maintain the required insurance as per Section 5
and to be solely responsible for any accidents or incidents occurring during their engagement, as
described in Section 9.
Notwithstanding anything to the contrary in this Agreement, the Company’s liability to the
Driver for any and all causes, claims, damages, or actions arising under this Agreement shall be
strictly limited to the amount of service fees paid by the Company to the Driver during the three
(3) months preceding the event giving rise to such liability. In no event shall the Company be
liable for any indirect, incidental, special, or consequential damages, including, without
limitation, loss of profits, revenue, or business opportunities, even if such damages could have
been foreseen or prevented.
This section shall survive the termination or expiration of this Agreement.
15. Notices
All notices, requests, demands, and other communications required or permitted to be given
under this Agreement shall be in writing and shall be delivered to the Company or Driver, as
applicable: (a) by personal delivery, (b) by a nationally recognized overnight courier service, or
(c) by certified or registered mail, return receipt requested. Notices to the Company shall be
addressed to [Company Name], [Address], Attn: [Company Representative]. Notices to the
Driver shall be addressed to the Driver at the address provided by the Driver at the time of
entering into this Agreement or such other address as the Driver may designate in writing. Any
notice delivered personally or by overnight courier shall be deemed given on the date delivered
and any notice sent by certified or registered mail shall be deemed given three (3) business days
after the date of mailing. The parties may also agree to communicate via electronic mail,
provided that any such communication shall be deemed to have been received only upon
acknowledgment of receipt by the recipient.
16. Compliance And Audit Rights
The Company retains the right to confirm the Driver's compliance with all requirements stated in
this Agreement through reasonable means, including but not limited to audits, inspections, and
review processes. Specifically, the Company may, at its discretion:
a. Conduct vehicle inspections to ensure compliance with vehicle standards outlined in Section 4.
b. Perform background checks to verify the Driver's eligibility as specified in Section 4.
c. Verify that the Driver maintains appropriate and up-to-date insurance coverage as required in
Section 5.
d. Request and review any relevant documentation or records related to the Driver's services
provided under this Agreement.
The Driver agrees to cooperate fully with such audits, inspections, and reviews, and to provide
the Company with any requested documents or information in a timely manner. Failure to
comply with these requirements may result in disciplinary action, up to and including
termination of this Agreement.
17. Miscellaneous
a. Governing Law: This Agreement shall be governed by and construed in accordance with the
laws of the State(s) of Operation, without regard to its conflict of law principles. Both parties
agree to submit to the jurisdiction of the courts located in the State(s) of Operation for any
disputes arising under this Agreement.
b. Amendments: This Agreement may only be amended or modified by a written agreement
signed by both the Company and the Driver. No oral modifications will be considered valid.
c. Severability: If any provision of this Agreement is held to be invalid or unenforceable, such
provision shall be struck and the remaining provisions shall be enforced to the fullest extent
under law. The invalidity or unenforceability of any provision shall not affect the remaining
provisions of this Agreement.
d. Assignment: The Driver may not assign or transfer any of their rights or obligations under this
Agreement without the prior written consent of the Company. The Company may assign this
Agreement to any successor to its business or assets to which this Agreement relates, whether by
merger, acquisition, operation of law, or otherwise.
e. Waiver: No waiver of any term or condition of this Agreement shall be effective unless in
writing and signed by the party against whom enforcement is sought. The failure of either party
to enforce, at any time, any provisions of this Agreement shall not be construed to be a waiver of
such provision, or of the right to enforce such provision.
f. Entire Agreement: This Agreement constitutes the entire agreement between the Company and
the Driver with respect to the subject matter hereof and supersedes all prior and
contemporaneous agreements, representations, and understandings between the parties, whether
written or oral.
g. Force Majeure: Neither party shall be deemed in default of this Agreement to the extent that
performance of their obligations or attempts to cure any breach are delayed or prevented by
reason of any act of God, fire, natural disaster, accident, act of government, or any other causes
beyond the reasonable control of such party, provided such party promptly notifies the other
party thereof and uses its best efforts to resume performance as soon as possible.
h. Headings: The headings used in this Agreement are for convenience only and shall not be used
to interpret, determine, or limit the meaning or applicability of any provision