California IT independent contractor agreement template

California IT Independent Contractor Agreement

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

[Client Full Legal Name], located at [Client Business Address], with email address [Client Email], and Tax ID [Client Tax ID] (“Client”),

and

[Contractor Full Legal Name], located at [Contractor Business Address], with email address [Contractor Email], and Tax ID [Contractor Tax ID] (“Contractor”).

1. Scope of Services

Option A: Contractor will provide the following IT services to Client: [Detailed Description of IT Services]. This includes but is not limited to:

[Specific Deliverable 1]

[Specific Deliverable 2]

Option B: Contractor will provide IT services as described in Exhibit A, attached hereto and incorporated by reference.

Option C: The Contractor will provide IT services that include software development, system integration, cloud migration, cybersecurity, technical support, network setup, web development, or data analysis.

The Contractor will use project management tools like [List Project Management Tools]

The Contractor will participate in agile meetings like standups and retrospectives.

2. Project Timeline and Milestones

Option A: The project shall commence on [Start Date] and be completed by [End Date].

The timeline must include timelines, sprint cycles, acceptance criteria, communication protocols, and regular reporting requirements.

Option B: The project timeline and milestones are detailed in Exhibit B, attached hereto and incorporated by reference.

Milestone 1: [Milestone Description] - Due Date: [Date]

Milestone 2: [Milestone Description] - Due Date: [Date]

3. Compensation and Payment

Option A: Client will pay Contractor an hourly rate of [Hourly Rate] per hour for services rendered.

Option B: Client will pay Contractor a fixed fee of [Fixed Fee Amount] for the completion of the project.

Option C: Payment will be based on milestones.

Milestone 1: [Milestone Description] - Payment: [Payment Amount]

Milestone 2: [Milestone Description] - Payment: [Payment Amount]

Invoicing intervals: [Invoicing Interval, e.g., Bi-weekly, Monthly].

Reimbursable expenses: [Description of Reimbursable Expenses, e.g., Travel, Software Licenses].

Late payment penalty: [Late Payment Penalty, e.g., 1.5% per month].

4. Intellectual Property

Option A: All deliverables created by Contractor under this Agreement shall be considered "work made for hire" and owned exclusively by Client.

Option B: Contractor retains ownership of pre-existing intellectual property.

Contractor grants Client a non-exclusive license to use Contractor’s pre-existing intellectual property necessary for Client to utilize the deliverables.

Option C: Deliverables are treated as “work made for hire” or alternatively, assign all rights to the client, with narrow exceptions for contractor’s background technology and pre-existing tools, along with license-back rights if agreed.

5. Confidentiality and Data Protection

Contractor shall maintain the confidentiality of all Client information and data, complying with the California Consumer Privacy Act (CCPA).

Contractor is required to handle data, encryption standards, notification of breach requirements, data destruction obligations, and security incident response steps.

Contractor shall not use or disclose Client's trade secrets or proprietary algorithms.

6. Independent Contractor Status

Contractor is an independent contractor and is solely responsible for all federal, state, and local taxes, insurance premiums (including workers’ compensation if required by law).

Client will not withhold any taxes or provide benefits to Contractor.

Contractor meets the requirements of California's ABC test for independent contractor classification.

7. Termination

Option A: Either party may terminate this Agreement for convenience with [Number] days written notice.

Option B: Client may terminate this Agreement for cause, including:

Failure to deliver services.

Security incident.

Breach of confidentiality.

Misclassification risk.

Contractor must return or delete confidential information and client data upon termination.

8. Limitation of Liability

Client's liability to Contractor shall be limited to [Dollar Amount].

Neither party shall be liable for consequential, indirect, or incidental damages.

Carve-outs for willful misconduct or gross negligence are applicable.

9. Warranties

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

Contractor warrants that the deliverables will conform to the specifications outlined in the Scope of Services.

Warranty period for software defects: [Warranty Period].

10. Governing Law and Dispute Resolution

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

Any disputes arising under this Agreement shall be resolved through negotiation and mediation in [City, California].

11. Insurance

Contractor shall maintain professional liability insurance with a minimum coverage of [Dollar Amount].

Contractor shall provide Client with a certificate of insurance upon request.

12. Non-Solicitation and Non-Circumvention

Contractor shall not solicit Client's employees or clients for a period of [Number] months after the termination of this Agreement.

Contractor shall not circumvent Client in dealing with [Specific Parties or Relationships].

13. Client Responsibilities

Client shall provide timely provision of technical specifications, test data, hardware access, third-party software or accounts.

Client shall provide primary contact points for change requests.

14. Scope Changes

Any changes to the Scope of Services must be documented in writing and approved by both parties.

Change orders must include pricing adjustments and revised timelines.

15. Compliance

Contractor shall comply with all relevant California IT and cybersecurity statutes, including CCPA, CPRA.

Contractor shall adhere to industry best practices for software development and SaaS security.

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 IT-related events (such as denial-of-service attacks, major outages, or regulatory bans).

17. Assignment and Subcontracting

Contractor shall not assign or subcontract any of its obligations under this Agreement without the prior written consent of Client.

18. Amendments

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

19. Entire Agreement

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 hereof.

20. Severability

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

21. Waiver

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

22. 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.

23. Electronic Signatures

This Agreement may be executed and delivered electronically and shall be binding on the parties as if it were a physical document signed in ink, pursuant to California Uniform Electronic Transactions Act (UETA).

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

____________________________

[Client Full Legal Name]

____________________________

[Contractor Full Legal Name]