Delaware independent contractor agreement template

Delaware Independent Contractor Agreement

This Independent Contractor Agreement (the "Agreement") is made and entered into as of [Date], by and between [Client Company Name], a [State of Incorporation] corporation with its principal place of business at [Client Address] ("Client"), and [Contractor Name], an individual/a [State of Incorporation] corporation/a [State of Formation] limited liability company with its principal place of business/residence at [Contractor Address] ("Contractor").

• Contractor's Contact Number: [Contractor Phone Number]
• Contractor's Tax Identification Number: [Contractor Tax ID]

1. Scope of Work

• Option A: Description of Services
  • Contractor shall perform the following services (the "Services"): [Description of Services].
• Option B: Specific Deliverables
  • Contractor shall provide the following deliverables (the "Deliverables"): [Description of Deliverables].
• Option C: Milestones and Deadlines
  • The Services/Deliverables shall be completed according to the following milestones and deadlines: [List of Milestones and Deadlines].
• Location of Service Delivery: [Location of Service Delivery - Remote, Onsite, etc.].
• Subcontracting:
  • Option A: Contractor may subcontract a portion of the Services/Deliverables with Client's prior written consent.
  • Option B: Contractor shall personally perform all Services/Deliverables and shall not subcontract any portion of the work.
• Assignment:
  • Option A: Contractor may not assign this Agreement or any rights or obligations hereunder without the prior written consent of Client.
  • Option B: Contractor may assign this Agreement or any rights or obligations hereunder to a wholly-owned subsidiary.

2. Term and Termination

• Start Date: [Start Date]
• Duration: [Duration of Contract]
• Automatic Renewal:
  • Option A: This Agreement shall automatically terminate upon completion of the Services/Deliverables.
  • Option B: This Agreement shall automatically renew for successive [Renewal Period] periods unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.
• Termination for Cause:
  • Either party may terminate this Agreement for cause upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within [Number] days of receiving written notice of the breach.
• Termination for Convenience:
  • Option A: Client may terminate this Agreement for convenience upon [Number] days written notice to Contractor. In such event, Client shall pay Contractor for all Services/Deliverables completed up to the date of termination.
  • Option B: Either party may terminate this Agreement for convenience upon [Number] days written notice to the other party.

3. Compensation

• Fee Structure:
  • Option A: Lump Sum: [Dollar Amount] for the completion of the Services/Deliverables.
  • Option B: Hourly Rate: [Dollar Amount] per hour for Services performed.
  • Option C: Milestone-Based: [Description of Milestones and Payment Amounts].
• Payment Schedule: [Payment Schedule - e.g., upon invoicing, monthly, at milestones].
• Method of Payment: [Method of Payment - e.g., check, wire transfer].
• Reimbursement of Expenses:
  • Option A: Client shall reimburse Contractor for reasonable pre-approved expenses incurred in connection with the performance of the Services/Deliverables. Contractor shall submit itemized receipts for all expenses.
  • Option B: Contractor is solely responsible for all expenses incurred in connection with the performance of the Services/Deliverables.
• Late Payment Penalties:
  • Option A: Late payments shall accrue interest at a rate of [Percentage]% per month.
  • Option B: No late payment penalties apply.
• Invoices: Contractor shall submit invoices to Client [Frequency] with sufficient detail to document the Services performed or Deliverables provided.

4. Independent Contractor Relationship

• It is the express intention of the parties that Contractor is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Nothing in this Agreement shall be construed as creating an employer-employee relationship between Client and Contractor.
• Contractor is solely responsible for all applicable taxes (including income tax, self-employment tax, and FICA) and insurance, including health insurance, and benefits arising out of the performance of the Services/Deliverables. Client will not withhold any taxes from payments made to Contractor.
• Contractor is not eligible for, and will not participate in, any employee benefit plans of Client, including but not limited to health insurance, retirement plans, vacation time, or sick leave.
• Contractor is not eligible for workers' compensation, unemployment, or other employee protections provided by law.
• Contractor acknowledges that Client is not responsible for providing workers' compensation insurance coverage for Contractor or Contractor's employees or subcontractors.

5. Tax Obligations

• Contractor is solely responsible for paying all federal, state, and local taxes arising from payments received under this Agreement.
• Client shall file Form 1099-NEC with the Internal Revenue Service (IRS) reporting payments made to Contractor if required by law.
• Option A: Indemnification for Misclassification: Contractor agrees to indemnify and hold Client harmless from any and all claims, losses, liabilities, damages, costs, and expenses (including attorneys' fees) arising out of or relating to any determination by any governmental authority that Contractor is an employee of Client.
• Option B: If a dispute arises as to classification, the parties agree to [Dispute Resolution Method].

6. Confidentiality, Non-Disclosure, and Data Protection

• "Confidential Information" means any and all information disclosed by Client to Contractor that is not generally known to the public and that relates to Client's business, including, but not limited to, Client's financial information, customer lists, marketing plans, product designs, and trade secrets.
• Contractor shall hold all Confidential Information in strict confidence and shall not disclose it to any third party without Client's prior written consent.
• Contractor may disclose Confidential Information only to its employees, agents, or subcontractors who have a need to know the information in order to perform the Services/Deliverables and who are bound by confidentiality obligations no less restrictive than those contained in this Agreement.
• The confidentiality obligations under this Agreement shall continue during the term of this Agreement and for a period of [Number] years after the termination of this Agreement.
• Upon termination of this Agreement, Contractor shall promptly return or destroy all Confidential Information in its possession or control, as directed by Client.
• Data Protection: If Contractor handles sensitive information or personal data, Contractor shall comply with all applicable data security and privacy laws and regulations.
• Contractor shall implement and maintain reasonable security measures to protect Confidential Information from unauthorized access, use, or disclosure.

7. Intellectual Property

• Option A: Client Ownership
  • All works, inventions, documents, and materials developed by Contractor in connection with the Services/Deliverables (the "Work Product") shall be the sole and exclusive property of Client. Contractor hereby assigns to Client all right, title, and interest in and to the Work Product, including all copyrights, patents, and other intellectual property rights.
• Option B: Contractor Ownership with License
  • Contractor retains ownership of all pre-existing intellectual property rights. Client is granted a [Type of License - e.g., perpetual, non-exclusive] license to use the Work Product for [Permitted Uses].
• Contractor agrees to execute all documents and take all actions necessary to confirm Client's ownership of the Work Product.
• Proprietary Rights Acknowledgment: Contractor acknowledges that the Work Product may contain confidential and proprietary information of Client.

8. Non-Solicitation and Non-Compete

• Option A: Non-Solicitation
  • During the term of this Agreement and for a period of [Number] years after the termination of this Agreement, Contractor shall not, directly or indirectly, solicit, recruit, or hire any employee or customer of Client.
• Option B: Non-Compete
  • During the term of this Agreement and for a period of [Number] years after the termination of this Agreement, Contractor shall not, directly or indirectly, engage in any business that competes with the business of Client within [Geographic Area].
• Option C: No Restrictions
  • No non-solicitation or non-compete restrictions apply.
• Compliance with Delaware Law: The parties acknowledge that the enforceability of non-compete agreements is subject to Delaware law, including the requirement that such agreements be reasonable in scope, duration, and geographic area.
• Enforceability: The parties agree that the restrictions in this Section are reasonable and necessary to protect Client's legitimate business interests.

9. Compliance with Laws

• Contractor shall comply with all applicable federal, state, and local laws, regulations, and licensing or certification requirements in performing the Services/Deliverables.
• Contractor represents and warrants that it has the authority and ability to perform the Services/Deliverables lawfully in Delaware and any other relevant jurisdictions.

10. Standards of Conduct and Quality

• Contractor shall perform the Services/Deliverables in a professional and workmanlike manner, in accordance with industry standards.
• Contractor shall provide Client with regular updates on the progress of the Services/Deliverables.
• Contractor shall maintain accurate records of all Services performed and Deliverables provided.
• Reporting and Communication: [Description of Reporting and Communication Requirements].

11. Insurance

• Contractor shall maintain the following insurance coverage:
  • Professional Liability Insurance: [Dollar Amount] per occurrence.
  • General Liability Insurance: [Dollar Amount] per occurrence.
  • Auto Liability Insurance: [Dollar Amount] per occurrence.
• Contractor shall provide Client with certificates of insurance evidencing the required coverage.
• Contractor shall provide Client with written notice at least [Number] days prior to any cancellation or material change in the required insurance coverage.
• Contractor is responsible for all insurance unless otherwise agreed.

12. Indemnification and Liability

• Contractor shall indemnify and hold harmless Client from and against any and all liabilities, losses, claims, damages, costs, and expenses (including attorneys' fees) arising out of or relating to Contractor's performance of the Services/Deliverables, including but not limited to any breach of this Agreement, negligence, or violation of law.
• Limitation of Liability:
  • Option A: Client's liability under this Agreement shall be limited to the amount of fees paid to Contractor under this Agreement.
  • Option B: Neither party shall be liable for any consequential, incidental, or punitive damages arising out of or relating to this Agreement.
• Client Indemnity: Client shall indemnify and hold Contractor harmless from and against any and all liabilities, losses, claims, damages, costs, and expenses (including attorneys' fees) arising out of or relating to [Description of Client's Indemnity Obligations].

13. Dispute Resolution

• The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.
• If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to [Dispute Resolution Method - e.g., mediation, arbitration].
• Option A: Mediation: The mediation shall be conducted in [City, State] by a mediator mutually agreed upon by the parties.
• Option B: Arbitration: The arbitration shall be conducted in [City, State] by an arbitrator mutually agreed upon by the parties in accordance with the rules of the American Arbitration Association. The decision of the arbitrator shall be final and binding on the parties.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
• Forum Selection: Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County, Delaware].
• Waiver of Jury Trial: The parties hereby waive their right to a jury trial in any legal action or proceeding arising out of or relating to this Agreement.

14. Miscellaneous

• Amendments: This Agreement may be amended only by a written instrument signed by both parties.
• 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.
• Assignment and Delegation:
  • Option A: Contractor may not assign this Agreement or delegate its obligations hereunder without the prior written consent of Client.
  • Option B: This Agreement may be assigned by Client to a successor in interest in the event of a merger, acquisition, or sale of all or substantially all of Client's assets.
• 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.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Notice: All notices under this Agreement shall be in writing and shall be deemed to be duly given when delivered personally, sent by certified mail, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.
• Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent that such failure is caused by a force majeure event, such as acts of God, war, terrorism, labor disputes, or government regulations.
• Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
• Recordkeeping and Audits: Contractor shall maintain accurate records relating to the Services and Deliverables and shall allow Client to audit such records upon reasonable notice.
• Export Control/Anti-Bribery: Contractor shall comply with all applicable export control laws, anti-bribery laws, and the Foreign Corrupt Practices Act.
• Delaware Specific: The parties acknowledge and agree that this Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware, and that Delaware recognizes the freedom of contract.
• Blue Pencil: In the event that any provision of this Agreement is determined to be unenforceable, the parties agree that the court shall have the power to modify the provision to the extent necessary to make it enforceable, in accordance with Delaware law.

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

[Client Company Name]

By: [Client Name]

Title: [Client Title]

Date: [Date]

[Contractor Name]

By: [Contractor Name]

Title: [Contractor Title] (if applicable)

Date: [Date]