Florida independent contractor agreement template

Florida Independent Contractor Agreement

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

• [Client Name], residing at [Client Address], hereinafter referred to as "Client," whose entity type is [Entity Type, e.g., Individual, LLC, Corporation] and taxpayer identification number is [Taxpayer ID]; and
• [Contractor Name], residing at [Contractor Address], hereinafter referred to as "Contractor," whose entity type is [Entity Type, e.g., Individual, LLC, Corporation] and taxpayer identification number is [Taxpayer ID].

1. Engagement and Scope of Work

• Description of Services: The Contractor shall perform the following services: [Detailed Description of Services].
• Deliverables: The Contractor shall provide the following deliverables: [Detailed Description of Deliverables].
• Timeline and Milestones:
  • Option A: The services shall be completed according to the following timeline and milestones: [Timeline and Milestones].
  • Option B: The services shall be completed within [Number] days/weeks/months from the effective date of this agreement.
• Project Phases: This project is divided into the following phases: [Project Phases].
• Work Location:
  • Option A: The services shall be performed: [Onsite/Offsite/Remote/Client's Premises].
  • Option B: The work location will be determined by the Contractor.
• Exclusivity:
  • Option A: The services are exclusive to the Client during the term of this Agreement.
  • Option B: The services are non-exclusive, and the Contractor may perform services for other clients.

2. Independent Contractor Status

• The Contractor is an independent contractor, and nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between the Client and the Contractor. The Contractor is not entitled to any employee benefits from the Client, including but not limited to health insurance, retirement plans, paid time off, or workers' compensation. The Contractor is responsible for all applicable federal, state, and local taxes.
• Control Over Work:
  • Option A: The Contractor has sole control over the method and means of performing the services.
  • Option B: The Client may provide general guidance regarding the desired results, but the Contractor retains discretion in determining how to achieve those results.
• Right to Subcontract:
  • Option A: The Contractor has the right to subcontract or delegate any portion of the services, without the Client's approval.
  • Option B: The Contractor may subcontract or delegate services only with the prior written approval of the Client.
• Florida Independent Contractor Test: The parties acknowledge that the Contractor (a) exercises independent control over the means and manner of providing the services, (b) maintains a business that is distinct from the Client's business, (c) has made a substantial investment in the business, (d) is responsible for furnishing all equipment and supplies, and (e) has the opportunity for profit or loss.

3. Term and Termination

• Term:
  • Option A: This Agreement shall commence on [Start Date] and continue until [End Date] (Fixed Term).
  • Option B: This Agreement shall commence on [Start Date] and continue until the completion of the project described in Section 1 (Project-Based).
  • Option C: This Agreement is at-will and may be terminated by either party at any time, with or without cause.
• Renewal/Extension:
  • Option A: This Agreement may be renewed or extended upon mutual written agreement of the parties.
  • Option B: This Agreement shall automatically renew for successive [Number] month/year periods unless either party provides written notice of termination at least [Number] days prior to the renewal date.
• Termination for Convenience: Either party may terminate this Agreement for convenience upon [Number] days' written notice to the other party.
• Termination for Cause: The Client may terminate this Agreement immediately for cause if the Contractor breaches this Agreement, fails to perform the services in a satisfactory manner, becomes insolvent, or engages in any illegal or unethical conduct.

4. Payment

• Payment Structure:
  • Option A: The Client shall pay the Contractor a flat fee of [Dollar Amount] for the services.
  • Option B: The Client shall pay the Contractor an hourly rate of [Dollar Amount] per hour.
  • Option C: The Client shall pay the Contractor according to the following milestone-based schedule: [Milestone Schedule].
  • Option D: The Client shall pay the Contractor a retainer of [Dollar Amount] per month.
• Invoicing: The Contractor shall submit invoices to the Client [Frequency, e.g., monthly, upon completion of milestones]. Invoices must include [Required Information, e.g., date, invoice number, description of services].
• Reimbursement of Expenses:
  • Option A: The Client shall reimburse the Contractor for authorized expenses, up to a maximum of [Dollar Amount].
  • Option B: The Client shall not reimburse the Contractor for any expenses.
  All reimbursed expenses must be supported by receipts.
• Late Payments: If the Client fails to pay an invoice within [Number] days of the due date, the Contractor may charge a late payment fee of [Percentage]% per month.
• Fee Disputes: If the Client disputes an invoice, the Client shall notify the Contractor in writing within [Number] days of receiving the invoice. The parties shall attempt to resolve the dispute in good faith.

5. Taxes

• The Contractor is responsible for all applicable federal, state, and local taxes, including income tax and self-employment tax. The Contractor shall make all required filings with the appropriate taxing authorities.
• 1099 Issuance: The Client will issue a 1099-NEC to the Contractor if required by law.
• Tax Indemnification: The Contractor agrees to indemnify and hold harmless the Client from any and all claims, liabilities, or expenses arising from the Contractor's failure to pay applicable taxes.

6. Intellectual Property

• Ownership of Intellectual Property:
  • Option A: All intellectual property resulting from the Contractor's work shall be owned by the Client and considered "work for hire" to the extent permitted by law.
  • Option B: All intellectual property resulting from the Contractor's work shall be owned by the Contractor.
  • Option C: The Contractor hereby assigns all right, title, and interest in and to all intellectual property resulting from the Contractor's work to the Client.
• Licensing:
  • Option A: The Client grants the Contractor a non-exclusive license to use the intellectual property for portfolio purposes.
  • Option B: The Contractor grants the Client a perpetual, irrevocable, worldwide license to use the intellectual property.
• Restrictions on Use: The Contractor shall not use the Client's intellectual property for any purpose other than performing the services under this Agreement.

7. Confidentiality

• The Contractor shall maintain the confidentiality of all confidential information received from the Client, including but not limited to business plans, customer lists, financial information, and trade secrets.
• Duration of Confidentiality: This confidentiality obligation shall continue during and after the term of this Agreement.
• Exceptions to Confidentiality: This confidentiality obligation shall not apply to information that is (a) publicly available, (b) already known to the Contractor, or (c) required to be disclosed by law or court order.

8. Non-Solicitation

• During the term of this Agreement and for a period of [Number] months thereafter, the Contractor shall not solicit or attempt to solicit any of the Client's employees or clients.

9. Non-Compete

• During the term of this Agreement and for a period of [Number] months thereafter, within a radius of [Number] miles from [Location], the Contractor shall not engage in any business that competes with the Client's business, which is defined as [Description of Competing Business].
  • Enforceability Note: The parties acknowledge that the enforceability of this non-compete clause is subject to Florida Statute 542.335 and must be reasonable in time, area, and line of business.

10. Deliverable Acceptance and Approval

• The Client shall have [Number] days to review and approve the deliverables.
• If the deliverables are unsatisfactory, the Client shall notify the Contractor in writing, specifying the reasons for rejection. The Contractor shall have [Number] days to revise the deliverables.
• Client Obligations: The Client shall provide timely feedback and support to the Contractor.
• Revision Rights: The Client shall have the right to request revisions to the deliverables.
• Quality Standards: The deliverables shall meet the following quality standards: [Quality Standards].

11. Indemnification

• The Contractor agrees to defend, indemnify, and hold harmless the Client from and against any and all claims, liabilities, damages, costs, and expenses (including attorneys' fees) arising from the Contractor's work under this Agreement.
• Reciprocal Indemnity: The Client agrees to defend, indemnify, and hold harmless the Contractor from and against any and all claims, liabilities, damages, costs, and expenses (including attorneys' fees) arising from the Client's actions.

12. Insurance

• The Contractor shall maintain the following insurance coverage:
  • Option A: General liability insurance with a limit of [Dollar Amount] per occurrence.
  • Option B: Professional liability insurance with a limit of [Dollar Amount] per claim.
  • Option C: Workers' compensation insurance as required by Florida law.
• The Contractor shall provide the Client with certificates of insurance evidencing the required coverage.
  • Note: In Florida, workers' compensation insurance may be required for independent contractors depending on their business structure and workforce.

13. Compliance with Laws

• The Contractor shall comply with all applicable federal, state, and local laws, rules, and regulations.
  • Florida-Specific Compliance: The Contractor shall comply with all applicable Florida statutes and regulations, including those related to independent contractor classification, licensing, and taxation.
• Industry-Specific Compliance:
  • Option A: (Healthcare) The Contractor shall comply with all applicable HIPAA regulations.
  • Option B: (IT) The Contractor shall comply with all applicable data privacy laws.

14. Dispute Resolution

• Dispute Resolution Method:
  • Option A: The parties agree to mediate any disputes arising out of or relating to this Agreement.
  • Option B: The parties agree to arbitrate any disputes arising out of or relating to this Agreement.
  • Option C: Any disputes arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County] County, Florida.
• Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The venue for any legal action shall be [County] County, Florida.
• Attorneys' Fees:
  • Option A: The prevailing party in any dispute shall be entitled to recover its reasonable attorneys' fees and costs.
  • Option B: Each party shall bear its own attorneys' fees and costs.

15. General Provisions

• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• Assignment: The Contractor shall not assign this Agreement without the prior written consent of the Client.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

16. Signature

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

____________________________
[Client Name]
Client

____________________________
[Contractor Name]
Contractor

Witness (Optional):

____________________________
[Witness Name]

Notary (Optional):

State of Florida, County of [County]

Sworn to and subscribed before me this [Date], by [Client Name] and [Contractor Name].

____________________________
Notary Public

My Commission Expires: [Date]