Alaska IT independent contractor agreement template

Alaska IT Independent Contractor Agreement

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

• [Client Legal Name], a [Client Business Type] with its principal place of business at [Client Alaska Registered Mailing Address] ("Client"), and
• [Contractor Legal Name], an independent contractor residing at [Contractor Alaska Registered Mailing Address] ("Contractor").

Client’s phone number is [Client Phone Number] and email is [Client Email]. Contractor's phone number is [Contractor Phone Number] and email is [Contractor Email].

Statement of Work

• Option A: Contractor shall provide the following IT services to Client as described in [Project Name] attached as Exhibit A: [Brief Description of Services].
• Option B: Contractor will perform services as specified in individual Statements of Work (SOW) agreed upon in writing by both parties. Each SOW will include, but not limited to: Deliverables, Acceptance Criteria, Project Milestones, Interim Deadlines, SLAs and Reporting Intervals.

Work Location

• Option A: The services shall be performed on-site at Client's location at [Client Alaska Address]. Contractor must comply with all on-site safety and IT security protocols. Response time for on-site support requests will be [Response Time].
• Option B: The services shall be performed remotely, within/outside Alaska, coordinated with Alaska Time Zone.
• Option C: The services shall be performed using a hybrid approach with [Number] days onsite and [Number] days remotely.

Confidentiality and Data Protection

• Option A: Contractor acknowledges that during the term of this Agreement, Contractor may have access to confidential information of Client, including but not limited to: trade secrets, customer data, financial information, and business plans. Contractor agrees to maintain the confidentiality of such information and to use it only for the purpose of performing the services under this Agreement, and in compliance with Alaska privacy law.
• Option B: Regarding data protection, Contractor shall implement and maintain commercially reasonable security measures to protect Client’s data from unauthorized access, use, or disclosure, adhering to any applicable state or federal cybersecurity standards such as HIPAA, DFARS, or PCI DSS. Contractor must comply with Alaska data breach notification obligations.
• Option C: Cloud data sovereignty requirements relevant to Alaska businesses apply if applicable.

Software and Intellectual Property Rights

• Option A: All work product, inventions, custom code, configurations, documentation, and related intellectual property created by Contractor in connection with this Agreement shall be the sole and exclusive property of Client. Contractor hereby assigns all right, title, and interest in such intellectual property to Client.
• Option B: Contractor grants to Client a perpetual, non-exclusive, royalty-free license to use, modify, and distribute any pre-existing intellectual property of Contractor incorporated into the work product. Open source code use is restricted as specified in [Open Source Policy Document Name].
• Option C: Upon completion or termination of this Agreement, Contractor shall deliver to Client all credentials, source code, and documentation related to the work product.

Independent Contractor Status

• Option A: Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Contractor is responsible for paying their own federal and Alaska state taxes, obtaining any required Alaska business licenses, Social Security and Medicare contributions, and unemployment/workers’ compensation insurance.
• Option B: Contractor affirms the agreement does not create a right to claim unemployment or worker's compensation benefits. Contractor is responsible for all necessary permits or professional certifications.
• Note: Alaska Statute 23.20.526 and DOLWD factors are relevant for determining independent contractor status.

Compensation

• Option A: Client shall compensate Contractor at a rate of [Hourly Rate] per hour for services rendered.
• Option B: Client shall compensate Contractor a fixed fee of [Fixed Fee] for the completion of the project described in the Statement of Work.
• Option C: Client shall pay a retainer of [Retainer Amount] per month and compensate Contractor according to an hourly rate of [Hourly Rate] for services exceeding the retainer.
  • Payments will be made within [Number] days of invoice submission. Milestones for payment are defined as [Payment Milestones]. Reimbursement policies for expenses are [Reimbursement Policy].
• Note: Specify who is responsible for covering Alaska-specific internet, travel, or subsistence expenses.

Client Hardware, Software, and Data Access

• Option A: Client will provide Contractor with access to the necessary hardware, software, and data to perform the services. Contractor will access these resources via [VPN, multi-factor authentication].
• Option B: Contractor will utilize their own hardware and software to perform the services. Requirements for Contractor-provided tools are [List of Tools].
• Option C: Client retains the right to monitor work performed on client systems and remedies for technical support failures.

Non-Disclosure, Non-Use, and Non-Circumvention

• Option A: Contractor agrees not to disclose, use, or circumvent Client's confidential information, customer relationships, or business opportunities.
• Option B: Non-solicitation of client’s employees or customers is prohibited for [Number] years within [Geographic Area] of Alaska.
• Note: Tailor provisions for sensitive Alaska industries.

Insurance and Indemnification

• Option A: Contractor shall maintain professional liability (errors & omissions) insurance coverage with minimum limits of [Coverage Amount].
• Option B: Contractor shall provide certificates of insurance to Client upon request.
• Option C: Contractor agrees to indemnify and hold harmless Client from any and all claims, losses, damages, liabilities, and expenses arising out of or relating to the Contractor's performance of this Agreement, including third-party IP infringement, data leaks, or regulatory non-compliance caused by the Contractor.

Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through negotiation and mediation. If mediation fails, the dispute shall be submitted to binding arbitration in [City, Alaska].
• Option B: Alaska law shall govern this Agreement.
• Option C: Enforceability of electronic signatures under Alaska’s Uniform Electronic Transactions Act is acknowledged.

Term and Termination

• Option A: This Agreement shall commence on [Start Date] and shall continue until [End Date].
• Option B: Either party may terminate this Agreement with [Number] days written notice.
• Option C: Client may terminate this Agreement "for cause" immediately upon written notice to Contractor if Contractor breaches a material term of this Agreement.
• Option D: Client may terminate this Agreement "for convenience" with [Number] days written notice, but will be liable for payment of services already rendered to date.

Compliance with Laws

• Option A: Contractor shall comply with all applicable Alaska and federal laws and regulations in performing the services under this Agreement.
• Option B: This includes compliance with public procurement rules if Client is a government entity, Alaska’s anti-bribery or ethics statutes, and any mandatory state or industry-specific data security, accessibility, or software quality standards.

Force Majeure

• Option A: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to force majeure events relevant to Alaska, such as severe weather or natural disasters.
• Option B: Contractor shall have backup or disaster recovery obligations and contingencies as outlined in [Disaster Recovery Plan Document Name].

Audits and Record-Keeping

• Option A: Contractor shall maintain records in compliance with Alaska statutes and shall cooperate in case of audits, regulatory inspections, or claims by Alaska authorities.
• Option B: Client reserves audit rights over IT contractor activities affecting client systems or data.

Assignment and Subcontracting

• Option A: Contractor may not assign this Agreement or subcontract any of the services without the prior written consent of Client.
• Option B: Subcontractors must verify independent contractor status and requisite licensure for third-party providers.

Data Transmission Outside Alaska

• Option A: Contractor shall obtain Client’s consent prior to transmitting any data outside of Alaska.
• Option B: Contractor shall comply with all applicable export control laws and regulations.

Entire Agreement, Amendment, and Severability

• Option A: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written, relating to the subject matter of this Agreement.
• Option B: This Agreement may be amended only by a written instrument signed by both parties.
• Option C: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. In case of conflicts, the order of precedence is this agreement, then statement of work, then schedules, then change orders.

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 Name]

Title: [Contractor Title (if applicable)]