Arizona independent contractor agreement template

Arizona Independent Contractor Agreement

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

• [Client Company Name], a [State] [Entity Type, e.g., corporation, LLC], with its principal place of business at [Client Company Address] (“Client”), and

• [Independent Contractor Name], residing at [Independent Contractor Address] (“Contractor”).

1. Engagement and Term:

• Option A: This Agreement shall commence on [Start Date] and shall continue for a fixed term ending on [End Date].

• Option B: This Agreement shall commence on [Start Date] and shall continue until terminated as provided herein.

• Option C: This Agreement will be for a one-time project only, starting [Start Date] and ending upon completion of project.

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 acknowledges that Contractor is solely responsible for all federal, state, and local taxes, including self-employment taxes, arising out of Contractor’s performance of services under this Agreement.

• Contractor is not entitled to any employee benefits or protections afforded to employees of Client, including but not limited to health insurance, paid time off, or workers’ compensation.

• Contractor confirms their tax classification is [Tax Classification, e.g., Individual, LLC, Corporation] and their Federal Tax ID Number (or EIN) is [Federal Tax ID or EIN].

3. Scope of Work:

• Option A: Contractor shall perform the following services (the “Services”): [Detailed Description of Services].

• Option B: The Services to be performed by Contractor are described in Exhibit A attached hereto and incorporated herein by reference.

• Option C: Contractor will perform work as requested by Client from time to time. Each new assignment will be pre-approved.

• Deliverables: [List of Deliverables]

• Milestones: [List of Milestones, if applicable]

• Performance Standards: [Detailed Performance Standards]

• Timeline: [Project Timeline]

4. Location of Services:

• Option A: The Services shall be performed at [Location, e.g., Client's premises, Contractor's office, remote location].

• Option B: The Services shall be performed at such locations as Client may reasonably direct.

• Option C: The Services shall be performed remotely. Contractor is responsible for all expenses related to their work location.

• Out-of-State Work: [Specify if out-of-state work is permitted and under what conditions]

• Travel Costs: [Specify who is responsible for travel costs, if any]

5. Compensation:

• Option A: Client shall pay Contractor a fixed fee of [Dollar Amount] for the Services.

• Option B: Client shall pay Contractor at an hourly rate of [Dollar Amount] per hour for the Services.

• Option C: Client shall pay Contractor according to the payment schedule in Exhibit B attached hereto.

• Invoicing Procedures: [Detailed Invoicing Procedures]

• Payment Deadlines: [Number] days from receipt of invoice.

• Expense Reimbursement: [Specify reimbursable expenses and procedures]

• Late Payment Penalties: [Specify late payment penalties, if any]

• Price Adjustments: [Specify conditions for price adjustments or renegotiation]

6. Taxes:

• Contractor is solely responsible for paying all federal, state, and local taxes, including income tax and self-employment tax, arising from payments made to Contractor under this Agreement.

• Client will not withhold any taxes from payments made to Contractor.

7. Insurance:

• Option A: Contractor shall maintain, at its own expense, the following insurance coverage:

• General Liability Insurance: [Specify Coverage Amount]

• Professional Liability Insurance: [Specify Coverage Amount]

• Workers’ Compensation Insurance: [Required/Not Required] (if required, specify details)

• Option B: Contractor is not required to carry insurance.

• Certificate of Insurance: Contractor shall provide Client with a certificate of insurance evidencing the required coverage upon request.

8. Intellectual Property:

• Option A: All intellectual property rights in work product created by Contractor in connection with the Services shall be owned by Client. Contractor hereby assigns all such rights to Client.

• Option B: Contractor retains ownership of all intellectual property rights in work product created by Contractor in connection with the Services, but grants Client a perpetual, irrevocable, non-exclusive license to use such work product.

• Option C: Work for Hire. All work product created by Contractor in connection with the Services shall be considered "work made for hire" under U.S. copyright law, and Client shall own all right, title, and interest in and to such work product.

• Pre-Existing IP: [Specify any pre-existing intellectual property rights of Contractor]

• Trade Secrets: [Provisions for trade secret protection]

9. Confidentiality:

• Contractor agrees to hold Client’s confidential information in strict confidence and not to disclose such information to any third party or use it for any purpose other than performing the Services.

• Confidential information includes, but is not limited to, [List of Confidential Information Categories].

• Duration: [Specify duration of confidentiality obligations]

• Exceptions: [Specify any exceptions to confidentiality obligations]

10. Non-Solicitation/Non-Competition:

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

• Option B: Non-Competition: During the term of this Agreement and for a period of [Number] months/years following termination, Contractor shall not engage in any business that competes with Client within [Geographic Scope]. NOTE: Arizona courts carefully scrutinize non-competition agreements. Ensure the scope and duration are reasonable.

• Option C: Neither non-solicitation nor non-competition clauses apply to this agreement.

11. Subcontracting/Assignment:

• Option A: Contractor may not subcontract any portion of the Services without the prior written consent of Client.

• Option B: Contractor may subcontract a portion of the services with a written notice given to Client [Number] days in advance.

• Contractor may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Client.

12. Deliverable Acceptance:

• Contractor shall submit deliverables to Client in accordance with the schedule set forth in Exhibit A or as otherwise agreed upon.

• Client shall have [Number] days to review each deliverable and provide Contractor with written notice of acceptance or rejection.

• Acceptance Criteria: [Detailed Acceptance Criteria]

• Remedies for Unsatisfactory Work: [Specify remedies for unsatisfactory work]

13. Termination:

• Option A: Client may terminate this Agreement at any time, with or without cause, upon [Number] days written notice to Contractor.

• Option B: Either party may terminate this Agreement for cause upon [Number] days written notice to the other party.

• Termination for Cause: [Define what constitutes "cause" for termination]

• Post-Termination Obligations: [Specify post-termination obligations of both parties]

• Payment for Completed Work: [Specify how Contractor will be paid for work completed prior to termination]

• Surviving Clauses: [List of clauses that survive termination]

14. Return of Property:

• Upon termination of this Agreement, Contractor shall immediately return to Client all confidential information, client property, and other materials belonging to Client.

• Option A: All electronic versions of confidential information must be destroyed.

• Option B: No materials shall be destroyed.

15. Compliance with Laws:

• Contractor shall comply with all applicable federal, state, and local laws, rules, and regulations, including but not limited to Arizona worker classification standards, licensing requirements, and business operation requirements.

• Both parties shall comply with the Arizona Employment Protection Act.

• NOTE: Consider including an optional clause requiring compliance with A.R.S. 23-902(C) regarding independent contractor declaration forms if applicable. Consult with legal counsel.

• Contractor is responsible for obtaining and maintaining all necessary licenses and permits to perform the Services.

16. Non-Exclusivity:

• This Agreement is non-exclusive, and Contractor is free to perform services for other clients.

• Option A: Exclusivity. Contractor will not work with other companies during the term of this agreement.

• [Any exclusivity limitations or details]

17. Indemnification:

• Contractor shall indemnify and hold harmless Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorney’s fees) arising out of or relating to Contractor’s performance of the Services or Contractor’s breach of this Agreement.

• Option A: Limitation of Liability. Client’s total liability to Contractor under this agreement will not exceed [Dollar Amount].

• Responsibility for Attorney's Fees: [Specify responsibility for attorney's fees]

18. Governing Law/Jurisdiction:

• This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law principles.

• Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County, Arizona].

• Option A: This Agreement shall be governed by and construed in accordance with the laws of [State].

• Option B: Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County, State].

19. Dispute Resolution:

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

• Option B: Any dispute arising out of or relating to this Agreement shall be resolved through mediation.

• Option C: Both parties may bring suit in court.

• Voluntary or Mandatory Participation: [Specify whether participation in dispute resolution is voluntary or mandatory]

20. Records Keeping:

• Contractor shall maintain accurate records of all work performed, time spent, and expenses incurred in connection with the Services.

• Client shall have the right to audit Contractor’s records upon reasonable notice.

21. Force Majeure:

• Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent such failure is caused by a force majeure event, such as acts of God, war, terrorism, or natural disaster.

22. Miscellaneous:

• Non-Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

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

• Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

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

23. Optional Clauses

• Background Check: Contractor agrees to submit to a background check if requested.

• E-Verify: Contractor certifies compliance with E-Verify requirements.

• Immigration Status: Contractor verifies their legal right to work in the United States.

• References: Contractor will provide references if requested.

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

[Client Company Name]

By: [Client Representative Name]

Title: [Client Representative Title]

Date: [Date]

[Independent Contractor Name]

By: [Independent Contractor Name]

Title:

Date: [Date]

Exhibit A: Scope of Work (Detailed)

Exhibit B: Payment Schedule

NOTE: It is recommended that both parties seek independent legal counsel prior to signing this agreement.