Independent Contractor statement

Independent Contractor Agreement

Effective Date: January 1, 2024


This Independent Contractor Agreement (“Agreement”) is entered into by and between:

GoldWell Corporation, a company registered in Japan, operating under the trade name Ascott Consulting (“the Company”), and
 [Contractor Name], an independent contractor (“the Contractor”).

Collectively referred to as the “Parties.”

1. Engagement

The Company engages the Contractor, and the Contractor agrees to provide consulting, advisory, or related services under the Company’s brand and in accordance with the terms of this Agreement.

2. Independent Contractor Status

  1. The Contractor is engaged as an independent contractor and not as an employee, partner, or agent of the Company.
  2. The Contractor is solely responsible for all taxes, insurance, social security contributions, and other obligations arising from their income.
  3. Nothing in this Agreement creates an employer-employee relationship.

3. Scope of Services

  1. The Contractor shall perform the services described in Schedule A (“Scope of Work”) or as otherwise agreed in writing by the Parties.
  2. All work shall be performed to the professional standards required by the Company.

4. Compensation

  1. The Contractor shall be compensated at the rate or fee specified in Schedule B.
  2. Payments will be made upon submission of an invoice in accordance with the Company’s payment schedule.
  3. The Contractor shall be responsible for all expenses unless otherwise agreed in writing.

5. Term & Termination

  1. This Agreement commences on the Effective Date and continues until completion of the agreed services or termination by either Party with [X] days’ written notice.
  2. The Company may terminate immediately for breach of this Agreement, misconduct, or failure to perform duties to the required standard.

6. Confidentiality & NDA

  1. The Contractor agrees to sign and comply with the Company’s Non‑Disclosure Agreement (NDA).
  2. All client, vendor, and Company information, whether written, oral, or electronic, must be kept strictly confidential and may not be disclosed to any third party without prior written consent.
  3. Confidentiality obligations survive the termination of this Agreement indefinitely.

7. Intellectual Property

  1. All materials, reports, designs, methodologies, and deliverables created by the Contractor in connection with services for the Company shall be deemed “work made for hire” and are the sole property of the Company.
  2. If, by law, such works cannot be considered work made for hire, the Contractor assigns all rights, title, and interest in such works to the Company.
  3. The Contractor retains no ownership or usage rights in any materials created under this Agreement unless expressly granted in writing by the Company.

8. Non‑Compete & Non‑Solicitation

  1. During the term of this Agreement and for [X] months/years thereafter, the Contractor shall not:
  • Directly or indirectly provide competing services to any client of the Company with whom the Contractor had contact.
  • Solicit business from the Company’s clients, vendors, or employees.

9. Compliance with Laws

The Contractor shall comply with all applicable laws and regulations, including labor, data protection, and intellectual property laws in Japan and any jurisdiction in which they operate.

10. Liability & Indemnification

  1. The Contractor shall be responsible for any damages arising from their negligence, misconduct, or breach of this Agreement.
  2. The Contractor agrees to indemnify and hold harmless the Company from any claims, damages, or expenses arising from the Contractor’s work.

11. Governing Law & Jurisdiction

This Agreement shall be governed by and interpreted in accordance with the laws of Japan. Any disputes shall be resolved in the exclusive jurisdiction of the Tokyo District Court.

12. Entire Agreement

This Agreement constitutes the entire understanding between the Parties regarding the Contractor’s engagement and supersedes all prior agreements, whether written or oral.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

GoldWell Corporation

(operating as Ascott Consulting)
Signature: ___________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________


[Contractor Name]
Signature: ___________________________
Name: ______________________________
Title: _______________________________
Date: _______________________________