Alabama independent contractor agreement template

Alabama Independent Contractor Agreement

This Independent Contractor Agreement (the “Agreement”) is made and entered into as of this [Date], by and between:

[Client Legal Name], residing/located at [Client Address], hereinafter referred to as "Client,"

and

[Contractor Legal Name], residing/located at [Contractor Address], hereinafter referred to as "Contractor."

WHEREAS, Client desires to engage Contractor to perform certain services; and

WHEREAS, Contractor desires to perform such services for Client;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Services

• Contractor shall provide the following services (the “Services”): [Detailed Description of Services].
• Deliverables: [List of Deliverables].
• Timeline/Milestones: [Timeline and Milestones, including Start Date and End Date or Project Completion Criteria].
• Location of Services:
  • Option A: On-site at [Client Location].
  • Option B: Off-site at [Contractor Location].
  • Option C: Remote.
• Performance Standards: [Detailed Performance Standards and Expectations].

2. Independent Contractor Status

• Contractor is an independent contractor of Client. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between Client and Contractor.
• Contractor is not eligible for any employee benefits of Client, including, but not limited to, health insurance, retirement plans, unemployment insurance, workers’ compensation, overtime, or paid time off.
• The parties acknowledge and agree that Contractor has the right to control the means and method of performing the Services, consistent with the requirements of Alabama law.

3. Exclusivity

• Option A: Exclusive Engagement. Contractor shall provide the Services exclusively to Client during the term of this Agreement.
• Option B: Non-Exclusive Engagement. Contractor is free to perform services for other clients during the term of this Agreement.

4. Term and Termination

• Option A: Fixed Term. This Agreement shall commence on [Start Date] and shall continue until [End Date] or upon completion of the Services.
  • Renewal: This Agreement shall automatically renew for [Renewal Term Length] unless either party provides written notice of termination at least [Notice Period] days prior to the end of the then-current term.
  • Completion Criteria: The Agreement terminates upon the satisfactory completion of the Services as determined by [Determining Party].
• Option B: At-Will Termination. Either party may terminate this Agreement at any time, with or without cause, upon [Number] days written notice to the other party.
• Grounds for Termination:
  • For Cause: This Agreement may be terminated by either party for cause, including but not limited to material breach of this Agreement.
  • Without Cause: Either party may terminate this agreement without cause, as long as written notice of termination is provided.
• Termination Procedures: Upon termination, Contractor shall deliver all work product to Client and return all Client property.
• Post-Termination Responsibilities: [Description of Post-Termination Responsibilities, e.g., transition period, continued confidentiality obligations].

5. Compensation

• Compensation Structure:
  • Option A: Flat Fee. Client shall pay Contractor a flat fee of [Dollar Amount] for the Services.
  • Option B: Hourly Rate. Client shall pay Contractor an hourly rate of [Dollar Amount] per hour for the Services.
  • Option C: Per Project. Client shall pay Contractor [Dollar Amount] per project, as defined in Exhibit A.
  • Option D: Retainer. Client shall pay Contractor a retainer of [Dollar Amount] per [Time Period].
• Payment Schedule:
  • Option A: Upon Completion. Payment shall be made upon completion of the Services and acceptance by Client.
  • Option B: Weekly. Payment shall be made weekly, based on hours worked and approved invoices.
  • Option C: Monthly. Payment shall be made monthly, based on hours worked and approved invoices.
• Method of Payment:
  • Option A: Check.
  • Option B: ACH Transfer.
  • Option C: Electronic Transfer.
• Invoicing: Contractor shall submit invoices to Client on [Invoice Frequency] basis, detailing the Services performed and hours worked, if applicable.
• Reimbursement of Expenses:
  • Reimbursable Expenses: [List of Reimbursable Expenses].
  • Approval Process: All expenses must be pre-approved by Client in writing.
  • Documentation: Contractor shall provide receipts and documentation for all reimbursable expenses.
• Late Payment Penalties:
  • Option A: Late Payment Fee. A late payment fee of [Dollar Amount] will be assessed for payments not received within [Number] days of the due date.
  • Option B: Interest. Interest will accrue on late payments at a rate of [Percentage]% per month.

6. Taxes

Contractor is responsible for all federal, state, and local taxes, including self-employment taxes, arising out of or related to the performance of the Services. Client will not withhold any taxes from payments made to Contractor. Contractor is responsible for paying their own unemployment insurance premiums.

Client will issue an IRS Form 1099-NEC (or equivalent) to Contractor, as required by law.

7. Intellectual Property

• Option A: Work Made for Hire. All work product created by Contractor in connection with the Services shall be considered "work made for hire" and shall be owned exclusively by Client.
• Option B: Assignment of Inventions. Contractor hereby assigns to Client all right, title, and interest in and to any inventions, discoveries, or improvements made by Contractor in connection with the Services.
• Pre-Existing IP: Contractor retains ownership of any pre-existing intellectual property used in connection with the Services, provided that Contractor grants Client a non-exclusive license to use such intellectual property as necessary to utilize the work product.

8. Confidentiality

Contractor shall maintain the confidentiality of all Client information, trade secrets, and sensitive data.

Duration of Obligations: This confidentiality obligation shall survive the termination of this Agreement.

Remedies for Breach: Client shall be entitled to injunctive relief and monetary damages for any breach of this confidentiality provision.

9. Non-Competition, Non-Solicitation, and Non-Circumvention (Optional)

Non-Competition: During the term of this Agreement and for a period of [Number] years following termination, Contractor shall not engage in any business that competes with Client's business within a [Geographic Area]. This clause is intended to comply with Ala. Code § 8-1-190.

Non-Solicitation: During the term of this Agreement and for a period of [Number] years following termination, Contractor shall not solicit any employees or clients of Client.

Non-Circumvention: Contractor shall not circumvent Client in any business dealings with its customers, suppliers, or other business partners.

10. Dispute Resolution

• Option A: Mediation. The parties agree to attempt to resolve any disputes arising out of or relating to this Agreement through mediation before resorting to litigation.
• Option B: Arbitration. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.
  • Non-Binding Arbitration: Any dispute arising out of or relating to this Agreement shall be resolved by non-binding arbitration in accordance with the rules of the American Arbitration Association.
• Choice of Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama. The venue for any legal action shall be in [County] County, Alabama.

11. Indemnification

• Option A: Contractor shall indemnify and hold harmless Client from and against any and all claims, damages, losses, and expenses arising out of or related to Contractor's performance of the Services or breach of this Agreement.
• Option B: Mutual Indemnification. Each party shall indemnify and hold harmless the other party from and against any and all claims, damages, losses, and expenses arising out of or related to its own negligence or breach of this Agreement.

12. Insurance

• Contractor shall maintain the following insurance policies:
  • Option A: General Liability Insurance with coverage of at least [Dollar Amount].
  • Option B: Professional Liability Insurance with coverage of at least [Dollar Amount].
  • Option C: Errors & Omissions Insurance with coverage of at least [Dollar Amount].
• Certificate of Insurance: Contractor shall provide Client with a certificate of insurance evidencing the required coverage.
• Waiver of Subrogation: [Include if applicable] Client and Contractor agree to waive their rights of subrogation against each other.

13. Compliance with Laws

Contractor shall comply with all applicable federal, state, and local laws and regulations in performing the Services. This includes maintaining all necessary licenses and permits required to do business in Alabama. Contractor understands they are not entitled to Alabama unemployment benefits.

14. Equipment and Supplies

• Option A: Contractor shall provide all necessary equipment, tools, supplies, and workspace to perform the Services.
• Option B: Client shall provide the following equipment and supplies: [List of Equipment and Supplies].

15. Recordkeeping and Audit Rights (Optional)

Contractor shall maintain accurate records of all Services performed and expenses incurred.

Client shall have the right to inspect and audit Contractor's records upon reasonable notice.

16. Notices

All notices under this Agreement shall be in writing and shall be delivered by:

• Option A: Email to [Client Email] (for Client) and [Contractor Email] (for Contractor).
• Option B: Mail to [Client Address] (for Client) and [Contractor Address] (for Contractor).

17. Assignment

Neither party may assign this Agreement or delegate its duties without the written consent of the other party.

18. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, or natural disasters.

• Suspension or Termination: If a force majeure event continues for more than [Number] days, either party may terminate this Agreement upon written notice.

19. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

20. Merger/Integration Clause

This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written agreements and understandings.

21. Amendment

This Agreement may be amended only by a written instrument signed by both parties. Electronic signatures are acceptable.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

____________________________
[Client Legal Name]

____________________________
[Contractor Legal Name]