Arizona IT independent contractor agreement template

Arizona IT Independent Contractor Agreement

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

[Client Legal Name], with a mailing address of [Client Address], whose business entity type is [Client Entity Type, e.g., LLC, Corporation, Individual] (hereinafter referred to as "Client"), and

[Contractor Legal Name], with a mailing address of [Contractor Address], whose business entity type is [Contractor Entity Type, e.g., LLC, Corporation, Individual] (hereinafter referred to as "Contractor").

1. Scope of Services:

Option A: The Contractor shall provide the following IT services to the Client: [Detailed description of IT services, e.g., Software development, systems integration, technical support, cybersecurity analysis, cloud services, network setup and maintenance. List specific deliverables and technical specifications. Detail acceptance criteria.]

Option B: The Contractor shall perform the services described in Exhibit A, attached hereto and incorporated herein by reference.

Deliverables:

[List of Interim Deliverables] with deadlines of [Deadlines].

[List of Final Deliverables] with a deadline of [Deadline].

Testing Requirements: [Detailed testing procedures and acceptance criteria].

Service Level Agreements (SLAs): [Specific SLAs regarding uptime, response times, and resolution times.]

2. Location of Services:

Option A: The services will be performed [On-site at Client's location in Arizona]. The permissible work locations include [Specific locations, e.g., data center, client site within Arizona].

Option B: The services will be performed [Remotely]. Contractor must maintain a secure work environment complying with Arizona data privacy laws.

3. Equipment and Resources:

Option A: The Contractor shall provide all necessary equipment, software licenses, and internet connectivity required to perform the services.

Option B: The Client shall provide the following equipment and resources: [List of Equipment/Resources Provided by Client]. Contractor is still responsible for maintaining required software licenses.

4. Data Security and Privacy:

The Contractor shall comply with all applicable Arizona data security and privacy laws, including but not limited to Arizona Revised Statutes (A.R.S.) § 18-551 et seq. (data breach notification), and the Arizona Computer Tampering Law.

The Contractor will adhere to the following industry standards: [List any applicable industry standards, e.g., HIPAA, PCI DSS].

5. Intellectual Property:

Option A: All software, code, systems, documentation, or other work product created by the Contractor under this Agreement shall be considered "work for hire" as defined under Arizona law and shall be the sole property of the Client. This includes all source code, custom developments, integrations, and reusable generalized components.

Option B: The Contractor retains ownership of pre-existing proprietary tools or open-source software incorporated into the work product. The Client shall receive a [Type of License, e.g., perpetual, non-exclusive] license to use such tools or software.

6. Confidentiality:

The Contractor shall maintain the confidentiality of all Client trade secrets, sensitive business information, and user data in accordance with Arizona’s Uniform Trade Secrets Act.

Upon termination of this Agreement, the Contractor shall [Return or securely destroy] all Client data and confidential information.

7. Independent Contractor Status:

The Contractor is an independent contractor and not an employee of the Client. This Agreement does not create an employer-employee relationship as defined under Arizona law (A.R.S. § 23-902(C)).

The Contractor is responsible for all federal, state, and local taxes, including Arizona Transaction Privilege Tax (TPT) if applicable, as well as self-employment tax, insurance, and benefits.

8. Payment Terms:

Option A: The Client shall pay the Contractor at an hourly rate of [Hourly Rate].

Option B: The Client shall pay the Contractor a fixed project fee of [Project Fee].

Option C: The Client shall pay the Contractor based on the following milestone schedule: [List Milestones and Payments].

Invoicing Procedure: The Contractor shall submit invoices [Frequency, e.g., monthly] that comply with Arizona sales reporting requirements and include itemized billing details.

Late Payment Penalty: Late payments shall accrue interest at a rate of [Interest Rate]% per month.

The client will provide an IRS Form 1099-NEC to the contractor per IRS guidelines.

9. Expense Reimbursement:

Option A: The Client shall reimburse the Contractor for reasonable and pre-approved expenses, including [Examples, e.g., Arizona travel, hardware purchases].

Option B: The Client shall not reimburse the Contractor for any expenses.

The Contractor must provide substantiation for all expenses.

10. Cybersecurity Procedures:

The Contractor shall adhere to the following cybersecurity procedures: [List Procedures, e.g., System access protocols, password management, security patching, incident reporting].

In the event of a security incident, the Contractor shall notify the Client within [Number] hours, complying with Arizona-mandated notification timelines.

11. Liability:

The Contractor shall be liable for damages caused by non-compliance, data loss, negligent acts, or unauthorized access.

Option A: The Contractor's liability shall be limited to [Dollar Amount].

Option B: The Contractor shall maintain professional liability insurance in the amount of [Dollar Amount].

12. Term and Termination:

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

Option A: The Client may terminate this Agreement for convenience upon [Number] days' written notice to the Contractor.

Option B: Either party may terminate this Agreement immediately for cause (e.g., breach of contract, data breach, legal noncompliance).

Upon termination, the Contractor shall hand over all digital and physical deliverables, including source code, credentials, and documentation.

Contractor must complete a final invoice within [Number] days of termination.

13. Non-Solicitation/Non-Compete:

The Contractor shall not solicit the Client's customers or employees for a period of [Number] [Months/Years] after the termination of this Agreement.

Option A: The Contractor shall not compete with the Client within [Geographic Area] for a period of [Number] [Months/Years] after the termination of this Agreement. This clause is enforceable only to the extent permitted under Arizona law.

Option B: There is no non-compete agreement for this contract.

14. Governing Law and Dispute Resolution:

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona.

Any disputes arising out of or relating to this Agreement shall be resolved in the courts of [County] County, Arizona.

Prior to initiating any legal proceedings, the parties shall attempt to resolve the dispute through negotiation and mediation.

15. Compliance with Laws:

The Contractor shall comply with all applicable Arizona and federal laws, including export control laws and Arizona Corporation Commission requirements.

16. Ongoing Support and Warranty:

The Contractor shall provide ongoing support and maintenance for a period of [Number] [Months/Years] after the final deliverable.

The Contractor warrants the work product for a period of [Number] [Months/Years].

Option A: The contractor will be held liable for costs to replace or rectify errors found outside the warranty period.

Option B: The contractor will not be liable for costs to replace or rectify errors found outside the warranty period.

17. Insurance:

The Contractor shall maintain the following insurance policies:

General Liability Insurance: [Coverage Amount]

Professional Indemnity Insurance: [Coverage Amount]

Cyber Liability Insurance: [Coverage Amount]

The Client [Shall/Shall Not] be named as an additional insured.

18. Assignment and Subcontracting:

The Contractor shall not assign or subcontract any portion of this Agreement without the prior written consent of the Client. This restriction is subject to Arizona law.

19. Entire Agreement:

This Agreement constitutes the entire agreement between the parties and supersedes all prior communications and agreements.

20. Amendments:

Any amendments to this Agreement must be in writing and signed by both parties.

21. Severability:

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This clause is specifically drafted under Arizona legal requirements.

22. Waiver:

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. This waiver applies only to the specific instance and does not create an ongoing waiver.

23. Data Ownership and Return:

All Client data remains the property of the Client and must be returned or securely destroyed upon termination of this Agreement, in accordance with Arizona data protection laws.

24. Record Keeping:

The Contractor shall maintain and produce transaction records and work logs for audit and regulatory review as needed, in compliance with Arizona business recordkeeping requirements.

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

[Client Legal Name]

By: [Client Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title]

***Exhibit A: Scope of Services (if applicable - detailed description of services, deliverables, timelines, etc.)***