Contract/Subcontract

This has to be the worst contract ever. http://gabe.misura.org/wp-content/uploads/2026/08/1099-Contract-TemplateGabriel.pdf

A. They told you one thing, the paper says another

1. 🟢 Payment cadence — three different answers in one package. Email: bi-weekly invoice, Net 15. §1: “invoice to HIREX… once every month.” §5: timesheets weekly. Appendix A §IV: bi-weekly, Net 15. Three conflicting terms across four documents.

2. 🟢 No precedence clause. §14 says “entire agreement” but never says which controls when the body and Appendix A conflict. With three contradictory payment terms live simultaneously, that ambiguity isn’t an oversight — it’s optionality, and it’s all theirs.

3. 🟢 Who the client is, contradicted inside the same document. Page 1: “Our Client Lockhead Martin.” Appendix A §I: “END-CLIENT COMPANY: Kforce / Lockhead Martin.” On the call it was clear Lockheed is Kforce’s client, not HireX’s. Page 1 overstates their relationship — and “CLIENT” is the defined term that controls §3 (who directs you), §7 (whose permission you need), and §8.1 (who you can’t compete with).

4. 🟢 Remote work isn’t in the document at all. Lockheed raised the possibility of remote after a few weeks. Appendix A §VI says 4 days onsite, Mon–Thurs, 10-hour shifts, full stop. Verbal flexibility, written rigidity.

5. 🟢 You’re being asked to attest to something false. §1: “Because CONTRACTOR is engaged in CONTRACTOR’s own independently established business…” You don’t have one. 🟠 That exact phrase is the third prong of the ABC classification test — it’s in there so HireX can point at your signature if their classification is ever challenged. Same function as §2’s “willfully chosen to be an Independent contractor” and “he will not claim any unemployment benefit.”

6. 🟢 A clause purports to waive your unemployment rights. §2. 🟠 Not actually waivable by private contract — it’s a state agency determination — which means they included a term they likely know is unenforceable, to discourage you from ever filing.

7. 🟢 §6 references an oral reimbursement policy. “payments shall be made according to the payer’s published or oral reimbursement policy.” An unwritten policy is a policy that can be whatever they say it was, later.

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B. You carry the money risk, they don’t

8. 🟢 Clawback of money you already earned. §2: “If the company is not paid in whole or in part by Client, then immediately upon written demand, the contractor must return the advance for any hours client has failed to pay the company.” You’d be an unsecured creditor of a four-party chain (you → HireX → Kforce → Lockheed) and the only party in it who refunds money.

9. 🟢 The same clawback again from the other direction. §13: “HIREX reserves the right to hold CONTRACTOR financially liable in the event CLIENT refuses payment and not sign the timesheets.” Two separate clauses accomplishing the same transfer of credit risk. That’s not sloppy duplication — that’s belt and suspenders on the thing they care most about.

10. 🟢 Two weeks of free work. §2: terminated in the first 10 working days for “lack of performance or under performance” and “the client and the company would not be liable to pay for the same.” Performance is judged by them, unappealably, and 100 hours of your labor is the stake.

11. 🟢 That clause cites an exhibit that doesn’t exist. §2 points to “Exhibit – A.” There is no Exhibit A anywhere in the document — only Appendix A.

12. 🟢 The payment clock only starts on an approved timesheet. Net 15 runs from receipt of an approved timesheet. No deemed-approval provision, no deadline on the approver. If Lockheed’s approver is on leave or disputes an hour, the clock never starts and nothing in the contract makes it start.

13. 🟢 No guaranteed minimum hours anywhere. The 10-hour × 4-day schedule implies 40, but nothing obligates them to give you 40, or any.

14. 🟢 “4 Months” is not a term commitment. §4 lets either party out on 15 days’ notice. The duration in Appendix A is decoration.

15. 🟢 No overtime terms, and the rate is “All Inclusive.” Nothing addresses hours past 40 or past the 10-hour shift. 🟠 As a 1099 contractor you have no FLSA overtime floor, so the contract is the only protection and it’s silent.

16. 🟢 All expenses default to you. §6: “CONTRACTOR shall assume full responsibility for any and all expenses associated with the project.” Onsite in Orlando four days a week, on your dime unless separately negotiated.

17. 🟢 You must buy insurance, with no limits specified. §10 requires commercial general liability and workers’ compensation at your own expense. 🟠 Workers’ comp for a solo individual with no employees is frequently unobtainable — so the clause obligates you to something you may not be able to satisfy, and it names no coverage limits, so “compliance” is their call.

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C. What happens to you after it ends

18. 🟢 A one-year non-compete against Lockheed Martin. §8.1 — “within existing or future marketing areas… in the business of developing computer programs or systems.” No geographic limit, no limit to DevSecOps, no limit to defense work. 🟠 Read literally it bars you from software engineering broadly for a year, because Lockheed develops software across aerospace, defense, cyber, space, and IT services worldwide.

19. 🟢 The asymmetry between §4 and §8.1. They can end this on 15 days’ notice. You stay restricted for 12 months after. Fifteen days of commitment from them buys fifteen months of restriction on you.

20. 🟢 You can’t be hired by Lockheed or Kforce for a year. §8.2 — can’t “work for, work with or be employed by CLIENT.” The normal endgame of a contract role is closed off, and there’s no conversion fee anywhere — no price, just a prohibition.

21. 🟢 §8.2 also blocks an undefined set of other employers. “any other company doing business with HIREX.” They’re a staffing agency, so that’s potentially hundreds of companies — and the definition explicitly reaches companies that do business with them up to a year after you leave, meaning employers who aren’t even their clients on the day you sign.

22. 🟢 No compensation for any of it. Twelve months of restricted earning capacity, purchased for $0.

23. 🟢 IP assignment with no boundaries. §8.3 — anything “which relates in any manner to the actual or anticipated business or research and development efforts of CLIENT.” No prior-inventions carve-out, no limit to work done on their time or equipment, no personal-project exclusion. And it assigns to HIREX, not the client whose project generated it.

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D. Liability pointed one direction

24. 🟢 Uncapped, one-way indemnity — including for accusations. §11: you defend and indemnify HireX and Lockheed, plus their officers, agents and employees, for anything “arising out of or in any way contributed to by the actual or alleged acts and/or omissions” of yours, attorney’s fees included. No cap. No mutuality. No carve-out for their own negligence. Against roughly $62k of gross earnings, on a defense program.

25. 🟢 A liquidated damages clause with no damages in it. §12 declares damages “fixed, liquidated and determined” and then never states an amount or a formula. 🟠 Almost certainly unenforceable as drafted — which means its only function is to look frightening. A clause that provides them nothing legally and everything psychologically.

26. 🟢 Delaware-only venue, “regardless of who brings such action.” §14. You’re in Florida, the work is in Florida, they’re in New York; only their incorporation is Delaware. Any claim you’d have costs more to bring than it’s worth. That is the purpose.

27. 🟢 And the venue restriction only binds you. §8.5 lets them seek an injunction in “any court of competent jurisdiction.” You’re confined to Delaware; they aren’t.

28. 🟢 No prevailing-party fee provision. They collect fees from you through §11. You have no reciprocal path. Combined with #26, you have a contract you effectively cannot enforce.

29. 🟢 Total exclusivity, including unpaid work. §7 — no outside services of a “business, commercial or professional nature” to anyone, “whether for compensation or otherwise,” without written approval from both Lockheed and HireX. Open source, teaching, helping your wife’s business, a side project — all technically require their permission.

30. 🟢 They can assign this contract; you can’t. §14 binds “successors and assigns” with no consent requirement. The non-compete, the indemnity, and the clawback could end up held by a company you never agreed to deal with.

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E. What’s simply missing

31. 🟢 There is no scope of work. §3 says you perform services “as described in Appendix A.” Appendix A §III, “CONTRACTOR TO PERFORM SERVICES,” is blank. The only description of your job in the entire document is the two-word title “DevSecops Engineer.”

32. 🟢 No start date. Appendix A §VII is blank, and the field is labeled “Estimated” anyway.

33. 🟢 No cure period. §4’s for-cause termination is effective immediately on notice for “material violation” — no notice-and-cure, no defined breach standard.

34. 🟠 Nothing about clearance, badging, background check, or drug screening — routine gates on Lockheed programs. No allocation of who pays, and no compensation if a gate delays your start by weeks.

35. 🟢 Your SSN is collected in the body of the agreement itself (page 1), not on a W-9. That’s a document that gets emailed and stored across a staffing chain.

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F. Signals about who you’d be dealing with

36. 🟢 “Lockhead Martin” — misspelled, twice. Including on page 1, in the sentence defining who the client is.

37. 🟢 §13 refers to “Contractor’s employee.” Leftover from a corp-to-corp template — the document was never actually adapted for an individual 1099.

38. 🟢 §4 contains “shall not prejudice and remedy” where it means “any remedy.” Nobody proofread this.

39. 🟢 NY address, Delaware phone and fax, Delaware Tax ID, Delaware venue. 🟠 302 is Delaware’s area code. 🟠 1441 Broadway hosts a large number of virtual offices, and a four-digit suite number paired with “6th Floor” is characteristic of a mail-forwarding arrangement rather than occupied space — worth confirming rather than assuming, but the combination is not what an established office presence looks like.

40. 🟢 A fax number, prominently, in 2026. Trivial on its own; consistent with everything else about how old and how unexamined this template is.