Arkansas independent contractor agreement template

Arkansas Independent Contractor Agreement

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

[Client Name], a [Client Business Form, e.g., corporation, LLC, individual] with its principal place of business at [Client Address] and with the following Tax Identification Number: [Client Tax ID, e.g., EIN or SSN] (“Client”), and

[Contractor Name], a [Contractor Business Form, e.g., corporation, LLC, individual] with its principal place of business at [Contractor Address] and with the following Tax Identification Number: [Contractor Tax ID, e.g., EIN or SSN] (“Contractor”).

1. Scope of Work

The Contractor agrees to perform the following services for the Client: [Detailed Description of Services].

Deliverables: [List of Deliverables]

Performance Standards: [Detailed Standards of Performance]

Work Methods: [Description of Work Methods]

Milestones: [List of Milestones with Completion Dates]

Deadlines: [Specific Deadlines for Project Completion]

Reports/Documentation Required: [Specify Required Reports and Documentation]

Location of Services:

Option A: Services will be performed at [Designated Location].

Option B: Services will be performed remotely.

Option C: Services will be performed at multiple sites as required.

Tools and Equipment:

Option A: Contractor will supply all tools, equipment, and materials necessary to perform the services.

Option B: Client will provide all tools, equipment, and materials necessary to perform the services.

Option C: A combination of Contractor and Client will supply tools, equipment, and materials as follows: [Detailed Explanation].

2. Independent Contractor Relationship

The parties agree that Contractor is an independent contractor and not an employee of the Client.

Contractor is not entitled to any employee benefits, including but not limited to health insurance, retirement plans, or paid time off.

Contractor is responsible for all applicable federal, state, and local taxes, insurance, and withholdings.

Client shall not exercise control over the manner and means by which Contractor performs the services, other than the right to specify the desired results.

Option: The parties acknowledge that this agreement is intended to create an independent contractor relationship as defined under applicable Arkansas law. Factors considered include [Reference IRS 20-factor test or Arkansas-specific considerations under DWS/DFA guidance].

3. Compensation and Payment

Total Compensation: [Total Compensation Amount]

Method of Calculation:

Option A: Fixed Fee of [Dollar Amount].

Option B: Hourly Rate of [Dollar Amount] per hour.

Option C: Per Project Fee of [Dollar Amount] per project.

Option D: Milestone Payments as follows: [Description of Milestone Payments].

Reimbursement for Expenses:

Option A: Contractor will not be reimbursed for any expenses.

Option B: Contractor will be reimbursed for reasonable and necessary expenses incurred in connection with the performance of services, subject to pre-approval by Client. [Specify Approval Process and Documentation Requirements].

Invoicing Procedures: [Describe Invoicing Procedures, including required information]

Payment Schedule: [Describe Payment Schedule, e.g., bi-weekly, monthly]

Payment Due Date: Payment is due [Number] days following receipt of invoice.

Contractor is responsible for all applicable federal, state, and local taxes, including Arkansas income tax and potential business registration if applicable.

Option: Contractor acknowledges that Arkansas gross receipts tax may apply to this arrangement and that Contractor is responsible for determining and remitting such tax if applicable.

Client will provide Contractor with IRS Form 1099-NEC or other required tax documentation as required by law.

4. Term and Termination

Term:

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

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

Termination:

Option A: This Agreement may be terminated by either party upon [Number] days written notice to the other party.

Option B: This Agreement may be terminated immediately by Client for cause, including but not limited to: [List of Causes for Termination].

Option C: This Agreement may be terminated by mutual written agreement of the parties.

This Agreement is subject to Arkansas contract law and any state-mandated notice requirements.

5. Intellectual Property

Ownership:

Option A: All works created by Contractor in connection with the performance of services under this Agreement shall be considered "works made for hire" and owned exclusively by Client.

Option B: Contractor retains ownership of all pre-existing intellectual property. Contractor grants to Client a non-exclusive, royalty-free license to use Contractor's pre-existing intellectual property as necessary to utilize the deliverables.

Confidentiality:

Option A: Contractor agrees to hold all Client information confidential and not to disclose such information to any third party.

Option B: No Confidentiality provision

Term of Confidentiality: The obligations of confidentiality shall survive the termination of this Agreement for a period of [Number] years.

Exceptions: The obligations of confidentiality shall not apply to information that is: (a) publicly available; (b) already known to Contractor prior to disclosure by Client; or (c) rightfully received by Contractor from a third party without restriction.

6. Non-Competition/Non-Solicitation (Optional)

Option A: Non-Competition: During the term of this Agreement and for a period of [Number] years following termination, Contractor shall not, directly or indirectly, engage in any business that competes with the business of Client within a [Geographic Area].

Option B: 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.

Contractor acknowledges that these restrictions are reasonable and necessary to protect Client's legitimate business interests.

Contractor understands that the enforceability of non-compete agreements is subject to Arkansas law. Should any provision be deemed unenforceable, it will be severed or modified to the extent necessary to render it enforceable, while preserving the parties’ intent.

Option C: No Non-Competition/Non-Solicitation

7. Insurance and Bonding

Contractor shall maintain the following insurance coverage: [Specify Required Insurance Coverage and Amounts].

Contractor shall provide Client with proof of insurance upon request.

Contractor is responsible for workers’ compensation insurance if using subcontractors.

Option: Bonding will be required for this project. The contractor must obtain a bond in the amount of [Dollar Amount].

8. Indemnification and Limitation of Liability

Indemnification:

Option A: Contractor shall indemnify and hold harmless Client from and against any and all claims, damages, liabilities, and expenses arising out of or in connection with Contractor's performance of services under this Agreement.

Option B: No indemnification provision.

Limitation of Liability:

Option A: In no event shall either party be liable to the other party for any indirect, incidental, consequential, or punitive damages.

Option B: No limitation of liability provision.

Client's maximum liability to Contractor under this agreement shall be limited to the total amount of compensation paid to contractor under this agreement.

9. Compliance with Laws

Contractor shall comply with all applicable federal, state (including Arkansas law), and local laws, rules, and regulations in connection with the performance of services under this Agreement.

Contractor is responsible for obtaining all necessary business licenses, permits, and professional certifications.

Contractor affirms compliance with Arkansas labor laws and tax codes.

10. Dispute Resolution

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

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

Dispute Resolution Process:

Option A: The parties shall first attempt to resolve any disputes through good faith negotiation.

Option B: If negotiation fails, the parties agree to submit the dispute to mediation.

Option C: 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.

Attorney's Fees:

Option A: The prevailing party in any legal action arising out of or relating to this Agreement shall be entitled to recover its reasonable attorney's fees and costs.

Option B: Each party shall be responsible for its own attorney's fees and costs.

11. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, natural disasters, or governmental regulations.

12. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, or sent by electronic mail to the addresses set forth above.

13. Representations and Warranties

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder.

Contractor warrants that the services will be performed in a professional and workmanlike manner.

14. Miscellaneous

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 writing signed by both parties.

Assignment:

Option A: This Agreement may not be assigned by either party without the prior written consent of the other party.

Option B: Contractor may not delegate work to any sub-contractors without prior written consent from Client.

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

Headings: The headings in this Agreement are for convenience only and shall not affect its interpretation.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

Survival: The provisions of Sections 5, 6, 8, 10, and 14 shall survive the termination of this Agreement.

Electronic Signatures: This Agreement may be executed and delivered electronically and upon such delivery shall be deemed valid and have the same force and effect as an original.

15. Arkansas-Specific Considerations

The parties acknowledge the importance of properly classifying Contractor as an independent contractor under Arkansas law, particularly under the guidelines issued by the Arkansas Department of Workforce Services (DWS) or Department of Finance and Administration (DFA). The parties intend that the relationship created by this agreement satisfy such guidelines.

[Option to include specific reference to the ABC test or IRS common law control standards if applicable]

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

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]