Delaware maintenance independent contractor agreement template

Delaware Maintenance Independent Contractor Agreement

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

• [Client Name], a [Client Entity Type, e.g., Corporation, LLC, Individual] with a principal place of business at [Client Address] and contact details: [Client Phone Number], [Client Email Address] (hereinafter referred to as "Client"),

and

• [Contractor Name], a [Contractor Entity Type, e.g., Corporation, LLC, Individual] with a principal place of business at [Contractor Address] and contact details: [Contractor Phone Number], [Contractor Email Address] (hereinafter referred to as "Contractor").

1. Scope of Services

The Contractor agrees to provide the following maintenance services (the "Services") to the Client:

• Detailed Description of Services: [Description of services, including building systems inspection, HVAC, plumbing, electrical repairs, cleaning, preventive and corrective maintenance, landscaping, emergency call-outs. Specify frequency, scope, and standards of work. Refer to applicable Delaware building and safety codes.]
• Deliverables and Performance Benchmarks: [Specific deliverables, measurable performance benchmarks, service schedules, response times, documentation, and reporting requirements for all maintenance tasks. Include monthly/quarterly summary requirements, if applicable.]
• Location of Services:
  • Option A: The Services will be performed at the Client's property located at [Property Address].
  • Option B: The Services will be performed at various Client properties as directed. A list of properties will be provided to the Contractor.
• Site Access and Equipment: [Terms on site access, client-provided materials, permitted use of equipment. Specify tools and materials supplied/maintained by Contractor. Include protocols for safe conduct and compliance with DE OSHA and local standards.]

2. Compensation

The Client shall compensate the Contractor for the Services as follows:

• Fee Arrangement:
  • Option A: Fixed Rate: [Dollar Amount] per [Time Period, e.g., month, quarter].
  • Option B: Per-Service Fee: As detailed in the attached Schedule A.
  • Option C: Hourly Rate: [Dollar Amount] per hour.
  • Option D: Retainer: [Dollar Amount] per [Time Period, e.g., month, quarter], plus [Dollar Amount] per hour for services exceeding [Number] hours per [Time Period, e.g., month, quarter].
• Pricing for Unscheduled/Emergency Services: [Specify pricing, overtime rates, supply costs, travel time, and markup on third-party items, if permitted.]
• Payment Schedule and Invoicing: [Specify payment schedule, invoicing requirements, and method of payment.]
• Delaware Gross Receipts Tax: Contractor is responsible for all applicable Delaware Gross Receipts Taxes.
• Contractor Tax Obligations: Contractor is responsible for all federal, Delaware State, and local taxes, including self-employment taxes.
• Late Payment Remedies: In the event of late payment, the Client shall pay interest at the rate of [Percentage] per month, or the maximum rate permitted by Delaware law, along with collection costs.

3. Independent Contractor Status

The Contractor is an independent contractor and not an employee, partner, or joint venturer of the Client. Nothing in this Agreement shall be construed to create any such relationship. Contractor is solely responsible for all insurance, workers’ compensation coverage (as required for subcontractor employees if used), and business licensing with the Delaware Division of Revenue or local municipalities.

4. Liability and Indemnification

The Contractor shall be liable for and indemnify the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to the Contractor's performance of the Services, including but not limited to property damage, personal injury, and death, except to the extent caused by the Client’s negligence or willful misconduct. This includes the contractor’s duty to repair or replace defective work and responsibility for damage to client property. The Client shall provide a safe worksite and shall not be liable for injuries sustained due to pre-existing conditions at the worksite, unless known and not disclosed. The Contractor agrees to hold the Client harmless to the fullest extent permitted by Delaware law.

5. Insurance

The Contractor shall maintain the following insurance coverages:

• General Liability Insurance: [Dollar Amount] per occurrence and [Dollar Amount] aggregate.
• Property Damage Insurance: [Dollar Amount].
• Workers' Compensation Insurance: As required by Delaware law (if applicable).

The Client shall be named as an additional insured on the Contractor's general liability policy. Contractor shall provide certificates of insurance evidencing such coverage to the Client prior to the commencement of the Services.

6. Confidentiality

The Contractor agrees to hold confidential all proprietary client data or intellectual property encountered during the performance of the Services. Special terms apply to handling client information and security of site access codes or keys.

7. Ownership of Work Product

All work product, reports, or maintenance logs created by the Contractor in connection with the Services shall be the sole property of the Client. Upon termination of this Agreement, the Contractor shall return or destroy all client materials.

8. Service Quality Guarantee/Warranty

The Contractor warrants that the Services will be performed in a professional and workmanlike manner. [Specify any specific warranties related to types of maintenance work, referencing Delaware statutory warranty periods, if applicable.]

9. Subcontracting

The Contractor shall not subcontract any of the Services without the prior written consent of the Client. Any permitted subcontractors must be properly licensed under Delaware law and are independent contractors. Contractor will be liable for the actions of any approved subcontractors.

10. Termination

This Agreement may be terminated as follows:

• Completion of the Services.
• Mutual written agreement of both parties.
• Material breach by either party.
• Unsatisfactory performance by the Contractor, as reasonably determined by the Client.
• Insolvency of either party.
• Non-payment by the Client.
• Violation of any applicable law or policy.

The terminating party shall provide [Number] days' written notice to the other party. Upon termination, the Contractor shall be entitled to compensation for Services properly performed up to the date of termination. Records transfer and site restoration/clean-up shall occur per the end of service.

11. Modifications, Extensions, or Renewals

Any modifications, extensions, or renewals of this Agreement must be in writing and signed by both parties.

12. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [Specify Delaware County], Delaware. First, amicable negotiation is required, then mediation or binding arbitration per Delaware practice.

13. Compliance

The Contractor represents and warrants that it maintains all relevant Delaware State and local business licenses and permits for the Services rendered and adheres to all applicable landlord/tenant, municipal property, and workplace safety regulations.

14. Environmental Compliance

If the Services involve regulated wastes, the Contractor shall comply with all applicable Delaware environmental or hazardous material disposal statutes.

15. Right of Entry

The Client grants the Contractor the right of entry to the Client's property in accordance with Delaware property law for the purpose of performing the Services.

16. Conflict of Interest

The Contractor shall not engage in work for direct competitors or tenants of the Client on the same property without the Client's written consent.

17. Data Record-Keeping

The Contractor shall maintain accurate records of the Services performed and shall retain such records for [Number] years, per Delaware state regulations. Records shall be available for audit.

18. 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. All other terms, waivers, and entire agreement provisions are subject exclusively to Delaware contract law and local regulatory requirements.

19. Required Disclosures

[Include any required disclosures under Delaware law, such as contractor registration numbers or licensure, if specialty maintenance work requires it.]

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

[Client Name]

By: [Client Printed Name]

Title: [Client Title, if applicable]

Date: [Date]

[Contractor Name]

By: [Contractor Printed Name]

Title: [Contractor Title, if applicable]

Date: [Date]