Georgia independent contractor agreement template

Georgia Independent Contractor Agreement

This Independent Contractor Agreement (the "Agreement") is made and entered into as of [Date], by and between [Client Name], residing at [Client Address] ("Client"), and [Contractor Name], residing at [Contractor Address] ("Contractor").

WHEREAS, Client desires to engage Contractor as an independent contractor to perform certain services; and

WHEREAS, Contractor desires to perform such services as an independent contractor;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Services

The Contractor shall perform the following services: [Description of Services]. This includes, but is not limited to:

• [Deliverable 1] by [Date]
• [Deliverable 2] by [Date]

The services shall be performed:

• Option A: On-site at [Client Address]
• Option B: Remotely
• Option C: At [Specific Address]

Contractor shall meet the following quality standards: [Quality Standards]

2. 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.

Contractor shall be solely responsible for all federal, state, and local taxes, including but not limited to self-employment taxes, Social Security taxes, Medicare taxes, and income taxes, related to payments received under this Agreement.

Contractor shall furnish all equipment, tools, and materials necessary to perform the services required under this Agreement, at Contractor's own expense.

Contractor is responsible for obtaining and maintaining all necessary insurance coverage, including but not limited to general liability insurance and workers’ compensation insurance (if applicable in Georgia).

3. Term and Termination

Option A: Fixed Term

• This Agreement shall commence on [Start Date] and shall continue for a term of [Number] [Days/Months/Years], expiring on [End Date].
• Renewal: This Agreement shall/shall not automatically renew for successive [Number] [Days/Months/Years] terms unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.

Option B: Open-Ended

• This Agreement shall commence on [Start Date] and continue until completion of the services described herein.

Termination:

• Either party may terminate this Agreement for convenience upon [Number] days written notice to the other party.
• Client may terminate this Agreement immediately for cause if Contractor breaches any material term of this Agreement, including but not limited to failure to perform services in a competent and professional manner, violation of confidentiality obligations, or any illegal or unethical conduct.
• "Cause" shall include, but not be limited to: [List Examples of Cause].
• Upon termination, Contractor shall be entitled to payment for all services satisfactorily performed up to the date of termination. Contractor shall return all Client property and confidential information.

4. Compensation and Invoicing

Option A: Flat Fee

• Client shall pay Contractor a total fee of [Dollar Amount] for the services described in Section 1.

Option B: Hourly Rate

• Client shall pay Contractor an hourly rate of [Dollar Amount] per hour for services performed.

Option C: Per Project

• Client shall pay Contractor [Dollar Amount] per project, as defined by [Project Definition].

Payment Schedule:

• Option A: Upon completion of milestones: [Milestone 1: Dollar Amount, Milestone 2: Dollar Amount]
• Option B: In regular intervals: [Weekly, Bi-Weekly, Monthly]
• Option C: Upon receipt of invoice.

Acceptable Payment Methods: [List Acceptable Payment Methods]

Reimbursement of Expenses:

• Reimbursable expenses: [List Reimbursable Expenses].
• All expenses require prior written approval from Client. Contractor must submit receipts and documentation for all expenses.

Late Payment Penalty: If Client fails to pay any invoice within [Number] days of receipt, a late payment penalty of [Percentage]% per month will be assessed on the outstanding balance.

5. Tax Reporting

Contractor is solely responsible for all federal and state tax filings and payments related to compensation received under this Agreement.

Client will issue IRS Form 1099-NEC to Contractor at the end of each calendar year, reporting the total compensation paid to Contractor during that year.

6. Benefits

Contractor is not eligible for any employee benefits offered by Client, including but not limited to health insurance, paid leave, retirement contributions, or unemployment insurance.

Optional: Client may, at its sole discretion, provide the following benefits or reimbursements: [List Benefits/Reimbursements].

7. Confidentiality and Non-Disclosure

Confidential Information: Includes, but is not limited to, [Definition of Confidential Information].

Contractor shall not disclose any Confidential Information to any third party without the prior written consent of Client.

This obligation shall continue during the term of this Agreement and for a period of [Number] [Months/Years] following termination.

Exceptions: This obligation does not apply to information that is: (a) already in the public domain; (b) rightfully received by Contractor from a third party without any obligation of confidentiality; or (c) required to be disclosed by law.

Upon termination of this Agreement, Contractor shall return or destroy all Client Confidential Information in Contractor's possession or control.

8. Intellectual Property

Option A: Work Made for Hire

• All work product created by Contractor in connection with this Agreement shall be considered "work made for hire" and shall be owned exclusively by Client.

Option B: Assignment of Rights

• Contractor hereby assigns to Client all right, title, and interest in and to all work product created by Contractor in connection with this Agreement, including all copyrights, patents, and other intellectual property rights.

Option C: License Back

• Contractor grants Client a perpetual, irrevocable, worldwide, non-exclusive license to use Contractor's pre-existing intellectual property that is incorporated into the work product.

Contractor retains all rights to pre-existing intellectual property owned by Contractor prior to the commencement of this Agreement.

9. Non-Solicitation

During the term of this Agreement and for a period of [Number] [Months/Years] following termination, Contractor shall not solicit, directly or indirectly, any of Client’s clients, employees, or vendors to terminate their relationship with Client or to enter into a business relationship with Contractor or any other person or entity.

10. Non-Compete (Georgia Specific - Read Carefully)

Recognizing the limitations on enforceability of non-compete agreements under Georgia law, Contractor agrees that during the term of this Agreement and for a period of [Number] [Months/Years] following termination, Contractor shall not engage in the following activities within the geographic area of [List of Counties/Cities in Georgia]: [Description of Prohibited Activities]. This restriction is reasonably necessary to protect Client’s legitimate business interests, including [List Specific Business Interests - e.g., trade secrets, customer relationships].

Consideration: This non-compete covenant is supported by the compensation paid to Contractor under this Agreement.

Enforceability: The parties intend that this non-compete covenant be interpreted and enforced to the fullest extent permitted by Georgia law, including the Georgia Restrictive Covenants Act (O.C.G.A. § 13-8-50 et seq.). If any provision of this covenant is found to be unenforceable, the parties agree that a court may modify or "blue pencil" the provision to make it enforceable while preserving the parties' intent.

11. Termination

[As previously addressed in Section 3]

12. Dispute Resolution

Option A: Mediation

• Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, State], in accordance with the rules of [Mediation Organization].

Option B: Arbitration

• Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in [City, State], in accordance with the rules of the American Arbitration Association.

Option C: Litigation

• Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County, State].

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflict of laws principles.

Venue: The exclusive venue for any legal action arising out of or relating to this Agreement shall be in the state or federal courts located in [County, State].

13. Indemnification

Contractor shall indemnify, defend, and hold harmless Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to Contractor's negligence, misconduct, or misrepresentation in connection with this Agreement.

Exclusions: This indemnification obligation shall not apply to claims arising out of Client’s own negligence or willful misconduct.

Scope: [Define the scope of indemnification].

14. Insurance

Contractor shall maintain, at its own expense, the following insurance coverage:

• General Liability Insurance: [Minimum Coverage Amount]
• Errors and Omissions Insurance: [Minimum Coverage Amount]
• Workers’ Compensation Insurance: (If applicable under Georgia law)

Contractor shall provide Client with certificates of insurance evidencing such coverage upon request.

15. Representations and Warranties

Each party represents and warrants that it has the full power and authority to enter into this Agreement.

Contractor represents and warrants that the services will be performed in a competent and professional manner.

Contractor represents and warrants that it possesses all necessary licenses and permits to perform the services required under this Agreement.

16. Compliance and Legal Obligations

Contractor shall comply with all applicable local, state, and federal laws, rules, and regulations in performing the services under this Agreement, including all employment/contracting regulations, labor standards, data privacy rules, and business licensing obligations.

17. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by any act of God, war, fire, flood, earthquake, strike, or other event beyond the reasonable control of such party.

18. Assignability

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party.

19. Amendment and Waiver

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

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.

20. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when:

• Delivered personally
• Sent by certified mail, return receipt requested
• Sent by email (with confirmation of receipt)

Notices shall be sent to the following addresses:

• Client: [Client Name], [Client Address], [Client Email]
• Contractor: [Contractor Name], [Contractor Address], [Contractor Email]

21. 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, between the parties with respect to such subject matter.

22. Severability

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

23. Georgia-Specific Considerations

This Agreement is intended to create an independent contractor relationship and not an employment relationship, as defined under Georgia law, including O.C.G.A. § 34-8-35.

The parties acknowledge that Contractor is exempt from Georgia workers' compensation coverage unless otherwise specifically agreed in writing.

Optional: Background Check: Client reserves the right to conduct a background check on Contractor.

Optional: Business License: Contractor represents and warrants that it possesses all required business licenses to operate its business in Georgia.

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

____________________________
[Client Name]
[Client Title]

____________________________
[Contractor Name]
[Contractor Title]