Alabama IT independent contractor agreement template

Alabama IT Independent Contractor Agreement

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

[Client Legal Name], located at [Client Address], Email: [Client Email], Primary Contact: [Client Contact Person] (“Client”),

and

[Contractor Legal Name], located at [Contractor Address], Email: [Contractor Email], Primary Contact: [Contractor Contact Person] (“Contractor”).

1. Scope of Work

Option A: Contractor shall perform the following IT services for Client: [Detailed Description of IT Services, e.g., Software Development, Network Management, Cybersecurity].

Option B: Contractor shall perform the services as detailed in Exhibit A, attached hereto and incorporated by reference.

Deliverables: [List of Deliverables]

Technical Specifications: [Detailed Technical Specifications]

Acceptance Criteria: [Criteria for Deliverable Acceptance]

Project Timeline: [Project Timeline with Key Milestones]

Reporting Mechanisms: [Description of Reporting Requirements and Frequency]

2. Work Location and Mode of Service Delivery

Option A: Services shall be performed on-site at Client’s location: [Client Location Address].

Option B: Services shall be performed remotely.

Secure Remote Access Protocols: [Description of Secure Access Protocols].

Client Infrastructure Requirements: [Client Responsibilities for Infrastructure Support].

Option C: Services shall be performed in a hybrid manner, with [Number] days per week on-site and the remainder remotely.

3. Equipment and Technology

Option A: Client shall provide all necessary equipment and technology, including: [List of Equipment and Software].

Option B: Contractor shall provide all necessary equipment and technology.

Asset Return Procedure: Upon termination of this Agreement, Contractor shall return all Client-provided assets in good working order, reasonable wear and tear excepted.

Technology Use Limitations: Contractor shall use Client’s technology only for the purpose of providing the services outlined in Section 1.

4. Service Fees and Payment

Option A: Contractor shall be compensated at an hourly rate of [Hourly Rate].

Option B: Contractor shall be compensated on a project basis for a total fee of [Project Fee].

Option C: Contractor shall be compensated based on milestones achieved, as outlined in Exhibit B.

Option D: Contractor shall be paid a retainer of [Retainer Amount] per [Time Period].

Payment Schedule: [Payment Schedule, e.g., Bi-weekly, Monthly, Upon Completion of Milestones].

Invoicing Requirements: Contractor shall submit invoices to [Client Contact for Invoices] on a [Frequency] basis, detailing the services performed and time spent.

Review and Approval Process: Client shall review and approve invoices within [Number] days of receipt.

Alabama State Taxes: Contractor is responsible for all applicable Alabama state taxes, including self-employment tax, business privilege tax, and any required local occupational taxes.

5. Reimbursable Expenses

Option A: Client shall reimburse Contractor for pre-approved expenses, including [List of Reimbursable Expenses, e.g., Travel, Software].

Pre-Approval Process: All expenses must be pre-approved by [Client Contact for Expense Approval].

Documentation Requirements: Contractor shall provide receipts and documentation for all expenses.

6. Ownership and Intellectual Property

Option A: All work product, software code, documentation, data, and intellectual property generated under this Agreement shall be considered a work made for hire under Alabama law and owned exclusively by Client.

Option B: Contractor shall retain ownership of all pre-existing intellectual property. Contractor grants Client a non-exclusive, perpetual license to use, modify, and distribute work product created under this agreement.

Data Return/Destruction: Upon termination, Contractor shall return or securely destroy all Client data in its possession, as directed by Client.

7. Confidentiality, Data Security, and Privacy

Contractor shall maintain the confidentiality of all Client information.

Data Security Measures: Contractor shall implement and maintain reasonable technical and organizational measures to protect Client data, including: [List of Security Measures, e.g., Encryption, Access Controls].

Incident Reporting Procedures: Contractor shall notify Client immediately upon discovery of any data breach or security incident.

Alabama Breach Notification Law Compliance: Contractor shall comply with the Alabama Data Breach Notification Act.

Prohibition on Data Disclosure: Contractor shall not disclose or retain Client data beyond the term of this Agreement.

Compliance with Industry Standards: Contractor shall comply with all applicable industry standards, including, if applicable, HIPAA, GLBA, and PCI-DSS.

8. Independent Contractor Status

Contractor is an independent contractor and not an employee of Client.

No Benefits or Withholdings: Contractor is not entitled to any employee benefits. Client will not withhold taxes or make contributions for workers' compensation.

Contractor Responsibilities: Contractor is responsible for all applicable federal and Alabama income, employment, and business taxes, insurance coverage, and business licensing.

9. Indemnification

Contractor shall indemnify and hold harmless Client from any damages or liabilities arising from Contractor’s acts, omissions, data breaches, IP infringement, or non-performance.

IT Risks: Contractor shall be liable for specific IT risks such as malware, failed backups, or service disruptions caused by Contractor's negligence.

10. Limitation of Liability

[Enter specific limits of liability here]

Limitation: Client's liability shall be limited to the amount of fees paid to Contractor during the [Number] months preceding any incident giving rise to liability.

Exclusion: In no event shall Client be liable for consequential, incidental, indirect, or punitive damages.

11. Non-Solicitation and Non-Compete

During the term of this Agreement and for a period of [Number] months following termination, Contractor shall not solicit employees or customers of Client within [Geographic Area/Scope].

Non-compete Restrictions: Contractor shall not engage in any business that directly competes with Client's business within [Specific Business Area] in [Geographic Area] for a period of [Number] months following termination. This is intended to be reasonable in scope and duration under Alabama law.

12. Insurance

Contractor shall maintain the following insurance coverage:

Cyber Liability Insurance: [Coverage Amount]

Errors and Omissions Insurance: [Coverage Amount]

General Liability Insurance: [Coverage Amount]

13. Termination

Term: This Agreement shall commence on [Start Date] and continue until [End Date].

Termination for Cause: Client may terminate this Agreement for cause upon [Number] days written notice.

Termination Without Cause: Either party may terminate this Agreement without cause upon [Number] days written notice.

Automatic Termination: This Agreement shall automatically terminate upon breach or insolvency of Contractor.

Final Settlement: Upon termination, Client shall pay Contractor for all services performed up to the date of termination.

Transition/Handover: Contractor shall provide a smooth transition and handover of all deliverables and documentation to Client.

14. Dispute Resolution

The parties shall attempt to resolve any disputes through negotiation and mediation before resorting to litigation.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Alabama.

Venue: Any legal action arising out of this Agreement shall be brought in the state or federal courts located in [County Name] County, Alabama.

15. Compliance with Laws

Contractor shall comply with all applicable Alabama and federal laws and regulations affecting IT services, including the Alabama Data Breach Notification Act and Alabama's Uniform Electronic Transactions Act.

16. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement due to events beyond its reasonable control, including system outages, cyberattacks, and natural disasters.

17. Notices

All notices shall be in writing and delivered by certified mail or email to the addresses listed in the introductory section of this Agreement.

18. Representations and Warranties

Contractor warrants that all work performed under this Agreement is original and does not infringe on any third-party rights. Contractor uses industry-standard security practices and maintains current professional certifications where applicable.

19. Authority

Both parties represent and warrant that they have full authority and capacity to enter into this Agreement under Alabama law.

20. Background Checks (Optional)

Option A: Contractor agrees to undergo a background check and criminal history records check if required by Client due to the nature of the IT services and Client's industry.

21. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

22. Entire Agreement

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

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

____________________________

[Client Legal Name]

By: [Client Representative Name]

Title: [Client Representative Title]

____________________________

[Contractor Legal Name]

By: [Contractor Representative Name]

Title: [Contractor Representative Title]