Connecticut IT independent contractor agreement template

Connecticut IT Independent Contractor Agreement

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

[Client Legal Name], a [Client Entity Type, e.g., Corporation] with its principal place of business at [Client Address], hereinafter referred to as "Client," and

[Contractor Legal Name], a [Contractor Entity Type, e.g., Individual] with its principal place of business at [Contractor Address], hereinafter referred to as "Contractor."

Client Email: [Client Email]
Client Phone: [Client Phone]
Contractor Email: [Contractor Email]
Contractor Phone: [Contractor Phone]

1. Statement of Work

Option A: The Contractor shall perform the following IT services for the Client as described in Exhibit A (the "Services"): [Brief Description of Services, e.g., Software Development, Network Administration]. Detailed specifications, acceptance criteria, and performance benchmarks are outlined in Exhibit A.

Option B: Contractor shall provide IT services as requested by the Client from time to time. Each request for services shall be outlined in a Statement of Work (SOW) to be agreed upon in writing by both parties. Each SOW shall be governed by the terms of this Agreement.

Project Phases:

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

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

Reporting Requirements: The Contractor shall provide status updates to the Client on a [Weekly/Bi-Weekly/Monthly] basis. The reports shall be submitted to [Client Contact Person] at [Client Email Address].

2. Term and Termination

Option A: This Agreement shall commence on [Start Date] and shall continue for a term of [Number] [Days/Months/Years] unless earlier terminated as provided herein.

Option B: This Agreement shall commence on [Start Date] and continue until the completion of the Services as defined in Exhibit A.

Termination for Cause: Either party may terminate this Agreement upon [Number] days written notice if the other party materially breaches this Agreement and fails to cure such breach within [Number] days after written notice thereof.

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

Upon Termination: Upon termination, Contractor shall return all Client property, including but not limited to data, documents, and access credentials. Contractor will provide a final report detailing the status of all work in progress.

3. Compensation and Payment

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

Option B: The Client shall pay the Contractor a fixed fee of [Dollar Amount] for the completion of the Services as defined in Exhibit A.

Option C: The Client shall pay the Contractor according to the milestone schedule outlined in Exhibit A.

Invoicing: The Contractor shall submit invoices to the Client on a [Weekly/Bi-Weekly/Monthly] basis. Invoices shall include a detailed description of the Services rendered, the date(s) of service, and the amount due.

Payment Terms: The Client shall pay all invoices within [Number] days of receipt.

Late Payment Interest: Late payments shall accrue interest at a rate of [Percentage] per month or the highest rate permitted by Connecticut law, whichever is lower.

Connecticut State Tax Requirements: The Contractor is responsible for all applicable Connecticut state taxes, including but not limited to Personal Income Tax. Contractor is responsible for determining if Sales and Use Tax applies to the services provided.

4. Independent Contractor Status

The Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of the Client.

The Client shall not be responsible for withholding taxes, Social Security, Medicare, workers' compensation, or unemployment insurance for the Contractor.

The Contractor is responsible for obtaining all necessary licenses and permits to operate their business in Connecticut.

5. Intellectual Property

Option A: All work product created by the Contractor in connection with the Services shall be the sole and exclusive property of the Client. The Contractor hereby assigns all right, title, and interest in and to such work product to the Client. This includes all software, code, documentation, and data.

Option B: Contractor retains ownership of all pre-existing intellectual property. Client shall own any work product created solely for the client based on the statement of work in Exhibit A.

License Back: If Contractor uses any pre-existing IP in the creation of work product for the client, contractor grants client a non-exclusive, perpetual, irrevocable license to use such IP.

6. Confidentiality and Data Privacy

The Contractor shall hold all confidential information of the Client in strict confidence and shall not disclose such information to any third party without the Client's prior written consent.

Confidential information includes, but is not limited to, client lists, customer data, proprietary information, and trade secrets.

The Contractor shall comply with all applicable data privacy laws, including Connecticut's data breach notification laws and any applicable federal laws such as HIPAA or GLBA, depending on the Client's industry.

Data Storage: The Contractor shall ensure all client data is securely stored using [Describe Security Measures, e.g., Encryption].

7. Information Security

The Contractor shall adhere to the Client's security policies and procedures.

The Contractor shall implement and maintain appropriate security measures to protect the Client's data from unauthorized access, use, or disclosure.

The Contractor shall promptly report any security breaches or suspected security breaches to the Client.

Contractor shall maintain up-to-date anti-virus software and implement firewalls as necessary.

8. Non-Solicitation and Non-Competition

Option A: During the term of this Agreement and for a period of [Number] [Months/Years] following the termination of this Agreement, the Contractor shall not solicit, directly or indirectly, any employees or customers of the Client within a [Number] mile radius of [Client's Principal Place of Business].

Option B: During the term of this agreement and for [Number] months after termination of this agreement, Contractor will not provide [Similar Services] to [Named Client Competitors].

The non-solicitation and non-competition provisions shall be limited in scope, geography, and duration as necessary to be enforceable under Connecticut law.

9. Subcontracting

Option A: The Contractor shall not subcontract any of the Services without the Client's prior written consent.

Option B: The Contractor may subcontract portions of the Services, but shall remain fully responsible for the performance of all subcontractors. Contractor shall provide Client with a list of all subcontractors used in the delivery of services.

The Contractor shall ensure that all subcontractors comply with the terms of this Agreement.

10. Limitation of Liability

The Contractor's liability for any damages arising out of or in connection with this Agreement shall be limited to the amount of fees paid by the Client to the Contractor under this Agreement.

In no event shall the Contractor be liable for any indirect, incidental, consequential, or punitive damages, including but not limited to lost profits or lost data.

Exceptions: The limitations of liability contained herein shall not apply to damages arising from the Contractor's gross negligence, willful misconduct, or violation of confidentiality or intellectual property obligations.

11. Indemnification

The Contractor shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Contractor's performance of the Services, including but not limited to claims of negligence, breach of contract, or violation of law.

The Client shall indemnify and hold harmless the Contractor from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Client's negligence or willful misconduct.

Process for Indemnification: The indemnified party shall promptly notify the indemnifying party of any claim subject to indemnification. The indemnifying party shall have the right to control the defense of any such claim.

12. Dispute Resolution

The parties shall attempt to resolve any disputes arising out of or in connection with this Agreement through good faith negotiation.

If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City, CT].

If mediation is unsuccessful, the parties may pursue legal action in the Connecticut Superior Court.

13. Governing Law

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

14. Amendments

Any modifications, amendments, or waivers to this Agreement must be in writing and signed by both parties.

15. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. To the extent permitted by Connecticut law, the parties will modify the invalid or unenforceable provision to reflect the parties' original intention.

16. 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.

17. Electronic Execution

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. Electronic signatures shall have the same force and effect as original signatures.

18. Records Retention

Contractor shall retain project deliverables, communications, and time records for [Number] years, and make available for Client audit upon reasonable notice.

19. Insurance Requirements

Option A: Contractor shall maintain professional liability insurance with limits of at least [Dollar Amount], and provide proof of coverage.

Option B: Contractor is not required to maintain insurance.

20. Compliance with Laws

The Contractor shall comply with all applicable Connecticut and federal laws and regulations, including but not limited to export control laws and data privacy laws.

21. Definitions

[Term 1]: [Definition of Term 1]

[Term 2]: [Definition of Term 2]

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

____________________________
[Client Legal Name]

By: [Client Signature]
Name: [Client Printed Name]
Title: [Client Title]

____________________________
[Contractor Legal Name]

By: [Contractor Signature]
Name: [Contractor Printed Name]
Title: [Contractor Title]

Exhibit A: Statement of Work

[Detailed Description of IT Services]
[Service Specifications]
[Acceptance Criteria]
[Technical Standards]
[Performance Benchmarks]
[Reporting Requirements]
[Documentation Obligations]
[Project Phases, Milestones, and Deadlines]
[Payment Schedule - if milestone based compensation is selected]