Florida IT independent contractor agreement template

Florida IT Independent Contractor Agreement

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

• [Client Legal Name], located at [Client Address], [Client City], Florida, [Client Zip Code] ("Client"),
• and
• [Contractor Legal Name], located at [Contractor Address], [Contractor City], Florida, [Contractor Zip Code] ("Contractor").

1. Scope of Services

Contractor agrees to provide the following IT services to Client:

• Option A: Software Development - Development of [Software Description] according to the specifications in Exhibit A.
  • Includes coding, testing, and documentation.
• Option B: Systems Administration - Management and maintenance of Client's [System Description].
  • Includes server updates, security patches, and troubleshooting.
• Option C: Cybersecurity - Implementing and maintaining security measures for Client's [System/Network Description].
  • Includes vulnerability assessments, penetration testing, and incident response.
• Option D: Helpdesk Support - Providing technical support to Client's employees via [Support Method].
  • Includes resolving technical issues and escalating complex problems.

2. Project Milestones and Deliverables

• Milestone 1: [Milestone Description] - Due Date: [Date]
  • Deliverable: [Deliverable Description]
• Milestone 2: [Milestone Description] - Due Date: [Date]
  • Deliverable: [Deliverable Description]
• Final Deliverable: [Final Deliverable Description] - Due Date: [Date]
  • Completion Criteria: [Criteria Description] including meeting all technical requirements outlined in Exhibit A and acceptance by Client.

3. Working Methods

• Option A: Remote Work - Contractor will perform services remotely.
• Option B: Onsite Work - Contractor will perform services onsite at [Client Location].
  • Contractor agrees to comply with Client's security policies while onsite.
• Option C: Hybrid - Contractor will perform services both remotely and onsite.
  • Onsite work will be scheduled as needed and agreed upon by both parties.

4. Compensation

• Option A: Project-Based - Client will pay Contractor a fixed fee of [Dollar Amount] upon completion of the project.
  • Payment Schedule: [Payment Schedule Description] (e.g., 50% upfront, 50% upon completion).
• Option B: Hourly - Client will pay Contractor an hourly rate of [Dollar Amount] per hour.
  • Billing Increments: [Time Increments] (e.g., 15-minute increments).
  • Invoicing Process: Contractor will submit invoices to [Client Contact] on a [Frequency] basis (e.g., weekly, bi-weekly).
• Option C: Retainer - Client will pay Contractor a monthly retainer of [Dollar Amount] for [Number] hours of service.
  • Additional hours will be billed at [Dollar Amount] per hour.
• Reimbursement of Expenses: Pre-approved expenses will be reimbursed upon submission of receipts.
  • Florida Sales Tax: Contractor is responsible for collecting and remitting Florida sales tax if applicable.

5. Intellectual Property

• All intellectual property, code, deliverables, reports, and documentation created by Contractor under this Agreement shall be the sole and exclusive property of Client upon payment.
  • Works Made for Hire: All deliverables are considered "works made for hire" under copyright law.
• Contractor agrees to execute all documents necessary to assign all intellectual property rights to Client.
  • Use of Open Source Licenses: If applicable, Contractor will clearly identify and comply with the terms of all open-source licenses used in the deliverables.

6. Data Security and Confidentiality

• Contractor agrees to maintain the confidentiality of all Client data and information.
  • Data Encryption: All data transmitted or stored by Contractor will be encrypted using [Encryption Method].
• Security Breach Notification: Contractor will notify Client immediately, but no later than 24 hours, of any security incident or breach.
  • Secure Data Destruction: Upon termination of this Agreement, Contractor will securely destroy or return all Client data.

7. Independent Contractor Status

• Contractor is an independent contractor and not an employee of Client.
  • Contractor controls the methods and schedule for performing the services.
• Contractor is responsible for all self-employment taxes, business licenses, and insurance.
  • Workers' Compensation: Contractor is responsible for maintaining workers' compensation insurance or a workers' compensation exemption affidavit, if applicable.

8. Non-Competition and Non-Solicitation

• During the term of this Agreement and for a period of [Number] months following termination, Contractor will not:
  • Solicit Client's employees.
  • Provide similar services to Client's direct competitors within a [Number] mile radius of Client's business location in Florida.

9. Liability and Indemnification

• Contractor agrees to indemnify and hold Client harmless from any claims arising out of Contractor's negligence or willful misconduct.
  • Liability Limits: Contractor's liability under this Agreement shall be limited to the amount of compensation paid by Client to Contractor.

10. Work Acceptance and Correction

• Client will have [Number] days to review and accept the deliverables.
  • Deficiency Correction: Contractor will correct any deficiencies within [Number] days of notification by Client.

11. Termination

• Option A: Termination for Convenience - Either party may terminate this Agreement with [Number] days' written notice.
• Option B: Termination for Cause - Client may terminate this Agreement immediately if Contractor breaches any material term.
  • Duties Upon Termination: Contractor will return all Client property and documentation upon termination.

12. Dispute Resolution

• Any disputes arising out of this Agreement will be resolved through:
  • Good Faith Negotiation
  • Mediation in [City], Florida
  • Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

13. Compliance with Laws

• Contractor agrees to comply with all applicable Florida and federal laws.
  • Florida Information Protection Act: Contractor will comply with the Florida Information Protection Act regarding the security of personal information.

14. Assignment and Subcontracting

• Contractor may not assign this Agreement or subcontract any services without Client's written consent.
  • Subcontractor Screening: Any subcontractors used by Contractor must meet minimum background screening standards as required by Client.

15. Service Warranties and Disclaimers

• Contractor warrants that the services will be performed in a professional and workmanlike manner.
  • Warranty Period: The warranty period for the services is [Number] days from the date of delivery.

16. Notices

• All notices under this Agreement must be in writing and sent to the addresses listed above.
  • Legal Notice: Legal notices must be sent by certified mail, return receipt requested.

17. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

18. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

19. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

20. Signatures

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

____________________________

[Client Representative Name]

[Client Title]

Date: [Date]

____________________________

[Contractor Name]

[Contractor Title]

Date: [Date]