Delaware construction independent contractor agreement template

Delaware Construction Independent Contractor Agreement

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

[Client Company Name], a [State] [Entity Type], with its principal place of business at [Client Address], hereinafter referred to as "Client," and

[Contractor Company Name], a [State] [Entity Type], with its principal place of business at [Contractor Address], and Delaware Contractor License Number [Contractor License Number], hereinafter referred to as "Contractor."

1. Scope of Work

Option A: The Contractor shall perform the following construction services (the "Work") as described in Exhibit A (Scope of Work), including all labor, materials, equipment, and supervision necessary to complete the Work in a good and workmanlike manner, in accordance with all applicable Delaware building codes, laws, and regulations.

Option B: The Work shall consist of [Detailed Description of Work, referencing plans, specifications, blueprints, schedules, or permits if applicable]. All Work shall conform to the specifications and drawings attached hereto as Exhibit A. Subcontracting is:

Permitted with prior written approval from the Client.

Not permitted.

2. Work Site

Option A: The Work shall be performed at the following location(s) in Delaware: [Address(es) of Work Site(s)].

Option B: Client shall provide Contractor with reasonable access to the work site. The Contractor shall be responsible for maintaining the work site in a safe and orderly condition, in compliance with all applicable OSHA and Delaware workplace safety regulations. The Contractor is responsible for [List responsibilities, e.g., site security, utilities, storage, waste management].

3. Project Timeline

Option A: The Work shall commence on [Start Date] and shall be substantially completed by [Completion Date].

Option B: Time is of the essence. The Contractor shall adhere to the project schedule outlined in Exhibit B (Project Timeline). Permitted delays include:

Unforeseeable weather conditions.

Client-initiated change orders.

Force majeure events.

Procedures for schedule modifications or extensions must be submitted in writing and approved by the Client.

4. Payment

Option A: The Client shall pay the Contractor a fixed price of [Dollar Amount] for the satisfactory completion of the Work.

Option B: The Client shall pay the Contractor based on the following structure:

Cost-Plus: Actual costs plus [Percentage]% markup.

Unit Price: [Dollar Amount] per [Unit of Measure].

Payments shall be made according to the following schedule: [Milestone Payment Terms]. Retainage shall be [Percentage]% of each payment, released [Number] days after substantial completion, in accordance with Delaware's Prompt Payment Act.

Change orders must be approved in writing by the Client. Invoices, lien waivers, and other supporting documentation must be submitted to the Client for approval and payment.

Contractor is responsible for paying all applicable Delaware sales or use taxes.

5. Permits and Licenses

Option A: The Contractor shall be responsible for procuring and paying for all necessary permits, licenses, and inspections required by Delaware and local jurisdictions to perform the Work.

Option B: The Client shall be responsible for obtaining the initial building permit. The Contractor shall be responsible for all other required permits, licenses, and inspections.

The Contractor shall comply with all applicable Delaware state and local building codes and ordinances.

6. Materials

Option A: The Contractor shall be responsible for procuring and delivering all materials necessary to complete the Work.

Option B: The Client shall supply all materials.

All materials shall meet the specifications outlined in Exhibit A. The Contractor shall inspect all materials upon delivery and notify the Client of any defective or non-conforming materials. The Contractor bears the risk of loss for materials it supplies from delivery to project completion in line with Delaware UCC provisions.

7. Insurance

The Contractor shall maintain the following insurance policies, with coverage amounts no less than the amounts specified below:

General Liability: [Dollar Amount]

Workers' Compensation: As required by Delaware law, even if the Contractor is a sole proprietor.

Commercial Auto: [Dollar Amount]

The Client shall be named as an additional insured on the Contractor's general liability policy. The Contractor shall provide the Client with certificates of insurance evidencing the required coverage.

8. Independent Contractor Status

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

The Contractor is responsible for paying all applicable federal, Delaware state, and local business or self-employment taxes, unemployment, and workers' compensation contributions.

The Contractor is not eligible for any benefits provided by the Client to its employees.

9. Liability and Indemnification

The Contractor shall be liable for any accidents, injuries, defects, property damage, or other losses caused by its negligence or the negligence of its subcontractors.

The Contractor shall indemnify, defend, and hold harmless the Client from and against any and all claims, liabilities, damages, losses, costs, and expenses (including attorneys' fees) arising out of or relating to the Contractor's performance of the Work.

10. Subcontracting

Option A: The Contractor shall not subcontract any portion of the Work without the prior written approval of the Client.

Option B: The Contractor is permitted to subcontract the following portions of the work: [List permitted subcontracted work].

The Contractor shall ensure that all subcontractors maintain the same insurance coverage required of the Contractor. All subcontractors must be properly licensed and in compliance with Delaware tax laws.

11. Ownership of Work Product and Confidentiality

Ownership of all work product, plans, drawings, and intellectual property created by the Contractor in connection with the Work shall vest with the Client.

The Contractor shall maintain the confidentiality of all client information, project details, and trade secrets. Delaware trade secret protection standards apply.

12. Compliance with Laws

The Contractor shall comply with all applicable Delaware construction, labor, wage, and safety laws, including licensing, lien rights notification, and requirements for maintaining good standing with the Delaware Division of Revenue.

The Contractor shall provide the Client with appropriate lien waivers per Delaware Mechanic's Lien Law.

13. Record Keeping and Audit

The Contractor shall maintain accurate and complete records of all time, costs, receipts, and certifications related to the Work.

The Client shall have the right to inspect and audit the Contractor's records.

14. Change Orders

Any changes to the scope of Work, timeline, or price must be documented in a written change order signed by both parties.

Change orders must clearly state the nature of the change, the impact on the schedule, and the adjustment to the contract price.

15. Termination

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

Option B: The Client may terminate this agreement for convenience at any time.

Option C: The Client may terminate this agreement immediately if the Contractor breaches the agreement.

Upon termination, the Contractor shall be paid for all Work performed to date. The Contractor shall vacate the site and handover all materials and equipment. Delaware-mandated notice periods and cure rights apply.

16. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved through negotiation, then mediation, and if necessary, binding arbitration in Delaware.

The arbitration shall be conducted in accordance with the rules of the American Arbitration Association. The prevailing party shall be entitled to recover its attorneys' fees and costs. Jurisdiction and venue shall be in [County Name] County, Delaware. Delaware law applies.

17. Representations and Warranties

Both parties represent and warrant that they have the authority to enter into this Agreement and that they are in good standing under Delaware law.

The Contractor warrants that the Work will be performed in a good and workmanlike manner, free from defects in materials and workmanship. Warranty period is [Number] years from substantial completion.

18. Compliance with Anti-Discrimination and Environmental Laws

The Contractor shall comply with all applicable anti-discrimination, environmental, and immigration laws.

19. Delaware-Specific Disclosures

[Include any Delaware-specific disclosures required by statute or local practice].

20. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed to be duly given when delivered in person, by email, or by certified mail, return receipt requested, to the addresses set forth above.

21. Exhibits

Exhibit A: Scope of Work

Exhibit B: Project Timeline

Exhibit C: Insurance Certificates

22. Entire Agreement and Modification

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

This Agreement may be modified only by a writing signed by both parties.

23. Governing Law

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

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]

[Contractor Company Name]

By: [Contractor Representative Name]

Title: [Contractor Representative Title]