Georgia IT independent contractor agreement template

Georgia IT Independent Contractor Agreement

Effective Date: [Date]

This Georgia IT Independent Contractor Agreement (the "Agreement") is made as of the Effective Date above, by and between:

[Client Legal Name], a [State of Incorporation] [Entity Type] with a principal place of business at [Client Address] ("Client"), and

[Contractor Legal Name], an individual residing at [Contractor Address] ([SSN] - Redact/Remove if Contractor is a Business Entity) or a [State of Incorporation] [Entity Type] with a principal place of business at [Contractor Business Address] ([FEIN]) ("Contractor").

Client and Contractor are each referred to herein as a "Party" and collectively as the "Parties."

Scope of Services

Option A: Contractor will provide the following IT services to Client as described in [Statement of Work Document Name/Attachment] (the "Services"): [Detailed description of IT services, e.g., software development, cybersecurity, network management, IT support, cloud migration, technology consulting, legacy system maintenance].

Option B: Contractor will provide the following IT services to Client: [Detailed description of IT services]. The specific details, technical requirements, project milestones, timelines, deliverables, quality standards, and acceptance criteria for the Services are outlined in [Project Management Software/Platform Name or other Document].

Work Location and Policies

Option A: The Services will be performed remotely.

Option B: The Services will be performed at Client's premises located at [Client Address]. Contractor will adhere to Client's workplace policies regarding [List relevant policies, e.g., equipment use, remote access, security, third-party software authorization].

Option C: The Services will be performed in a hybrid manner, with [Number] days per week at Client's premises located at [Client Address] and the remaining work performed remotely. Contractor will adhere to Client's workplace policies regarding [List relevant policies, e.g., equipment use, remote access, security, third-party software authorization] when working at Client's premises.

Data Privacy, Confidentiality, and Intellectual Property

Option A: Client retains all ownership and rights to data and intellectual property.

Option B: Client retains ownership of its data. Contractor retains ownership of intellectual property created independently outside the scope of this agreement.

Client Data: Contractor agrees to treat all Client data as confidential and will not disclose it to any third party without Client's prior written consent, in compliance with Georgia law. Contractor will implement and maintain reasonable security measures to protect Client data from unauthorized access, use, or disclosure.

Intellectual Property: All intellectual property created by Contractor in the performance of the Services that relate to Client's business will be the exclusive property of Client. Contractor hereby assigns to Client all right, title, and interest in and to such intellectual property.

Non-Disclosure: Contractor will not disclose Client's trade secrets or confidential information to any third party during or after the term of this Agreement.

Cybersecurity Incident Reporting: Contractor will immediately report any cybersecurity incident or data breach affecting Client data to Client's [Designated Contact Person] at [Contact Email/Phone]. Contractor will cooperate with Client in investigating and remediating the incident.

Compensation

Option A: Hourly Rate: Client will pay Contractor at an hourly rate of [Dollar Amount] per hour for Services rendered.

Option B: Project-Based: Client will pay Contractor a fixed fee of [Dollar Amount] for the completion of the Services.

Option C: Retainer: Client will pay Contractor a retainer fee of [Dollar Amount] per [Month/Quarter].

Option D: Milestone Payments: Client will pay Contractor according to the following milestone schedule:

Milestone 1: [Milestone Description]: [Dollar Amount]

Milestone 2: [Milestone Description]: [Dollar Amount]

Milestone 3: [Milestone Description]: [Dollar Amount]

Payment Schedule: Contractor will submit invoices to Client on a [Weekly/Bi-weekly/Monthly] basis. Client will pay Contractor within [Number] days of receipt of a valid invoice.

Expenses: Client will reimburse Contractor for pre-approved reasonable expenses incurred in connection with the Services, including [List of approved expenses, e.g., licenses, cloud services, travel]. All expenses must be documented and submitted with the invoice.

Taxes: Contractor is responsible for all self-employment taxes, Georgia state and federal tax filings, and any required business licensing. Client will not withhold taxes from payments made to Contractor. Contractor is responsible for determining and paying any applicable sales or use tax in Georgia.

Late Payment Penalty: If Client fails to pay an invoice within [Number] days of the due date, Contractor may charge a late payment penalty of [Percentage] per month on the outstanding balance.

Independent Contractor Status

Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of Client.

Client will not control or direct the manner in which Contractor performs the Services.

Contractor is responsible for providing its own tools, equipment, and supplies necessary to perform the Services (except as explicitly agreed otherwise).

Contractor is responsible for obtaining and maintaining all necessary business licenses and permits required to perform the Services in Georgia.

Contractor acknowledges they are not entitled to unemployment benefits or workers' compensation benefits from Client.

Contractor is free to offer services to other clients.

Non-Solicitation and Non-Compete

Non-Solicitation: During the term of this Agreement and for a period of [Number] months following its termination, Contractor will not solicit, directly or indirectly, any employee or customer of Client to terminate their relationship with Client.

Option A: Non-Compete: During the term of this Agreement and for a period of [Number] months following its termination, within a geographic area of [Specific Counties/Cities in Georgia], Contractor will not engage in any business that is directly competitive with Client's business of [Specific Description of Competing Business]. Note: Georgia law strictly limits the enforceability of non-compete agreements. This clause should be carefully reviewed and tailored to be reasonable and enforceable under Georgia law.

Option B: Non-Compete: Client and Contractor agree that, given the nature of the IT industry and Georgia law regarding non-competes, a non-compete is not appropriate for this relationship.

Compliance with Laws and Regulations

Cybersecurity and Data Handling: Contractor will comply with all applicable cybersecurity and data handling laws and regulations, including but not limited to the Georgia Personal Identity Protection Act and any relevant industry standards (e.g., HIPAA, GLBA).

Software Licensing: Contractor will ensure that all software used in connection with the Services is properly licensed.

Export Control: Contractor will comply with all applicable export control laws and regulations.

Client-Provided Equipment and Software

Equipment: If Client provides Contractor with any equipment or software, Contractor will use such equipment and software solely for the purpose of performing the Services and will return it to Client upon termination of this Agreement.

Secure Credentials: Contractor will maintain the confidentiality of all secure credentials provided by Client and will not disclose them to any third party.

Data Security: Contractor will adhere to Client's data security policies and procedures when accessing Client's systems and data.

Destruction of Materials: Upon termination of this Agreement, Contractor will return or destroy all Client-owned materials, including source code, documentation, and administrative passwords, as directed by Client.

Assignment and Delegation

Contractor may not assign this Agreement or delegate its obligations hereunder without Client's prior written consent.

Subcontracting: If Contractor subcontracts any portion of the Services, Contractor will ensure that the subcontractor is bound by confidentiality and quality standards at least as protective as those contained in this Agreement. Contractor remains fully responsible for the performance of any subcontractors. All subcontractors must be approved in writing by Client prior to commencement of work.

Liability and Insurance

Liability: Contractor will be liable for any damages caused by its negligent acts or omissions in the performance of the Services, including but not limited to data breaches, intellectual property infringement, and business interruption.

Indemnification: Contractor will indemnify and hold Client harmless from any claims, damages, or expenses arising out of Contractor's performance of the Services.

Insurance: Contractor will maintain the following insurance coverage: [Specify insurance requirements, e.g., cyber liability insurance, general liability insurance, professional liability insurance, amounts, and policy durations]. Contractor will provide Client with proof of insurance upon request.

Project Management and Acceptance

Change Requests: All change requests must be submitted in writing and approved by Client before implementation.

Version Control: Contractor will use a version control system acceptable to Client for all software development work.

Client Approval: Client's approval is required for all deliverables before final payment.

Testing and Acceptance: Client will have [Number] days to test and accept each deliverable. If the deliverable does not meet the agreed-upon specifications, Contractor will have [Number] days to correct the deficiencies.

Dispute Resolution

Negotiation: The Parties will first attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.

Mediation: If negotiation fails, the Parties will attempt to resolve the dispute through mediation in [City, Georgia], using a mediator agreed upon by the Parties.

Governing Law and Venue: This Agreement will be governed by and construed in accordance with the laws of the State of Georgia. Any legal action arising out of or relating to this Agreement will be brought in the state or federal courts located in [County, Georgia].

Termination

Option A: Term: This Agreement will commence on the Effective Date and will continue for a term of [Number] [Months/Years].

Option B: Termination for Convenience: Client may terminate this Agreement at any time for any reason upon [Number] days' written notice to Contractor.

Termination for Cause: Either Party may terminate this Agreement for cause if the other Party materially breaches this Agreement and fails to cure such breach within [Number] days of written notice. Cause includes, but is not limited to, data breach, IP violation, or non-performance.

Suspension of Work: Client may suspend work under this Agreement upon written notice to Contractor.

Off-Boarding: Upon termination of this Agreement, Contractor will immediately return all Client property, including but not limited to equipment, software, data, and documentation.

Delivery of Project Artifacts: Upon termination of this Agreement, Contractor will deliver all project artifacts to Client, including source code, documentation, and administrative passwords.

Final Payment: Upon termination of this Agreement, Client will pay Contractor for all Services performed up to the date of termination, subject to any deductions for damages caused by Contractor's breach of this Agreement.

Representations and Warranties

Authority: Contractor represents and warrants that it has the authority to enter into this Agreement and to perform the Services.

Eligibility: Contractor represents and warrants that it is legally eligible to operate as an independent contractor in Georgia.

No Restrictions: Contractor represents and warrants that it is not subject to any restrictions that would prevent it from performing the Services.

No Malicious Code: Contractor warrants that all deliverables will be free from malicious code.

Force Majeure

Neither Party will be liable for any failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, or natural disasters. Business continuity and recovery plans for critical IT infrastructure support shall be implemented to reasonably mitigate the impact of force majeure events.

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.

Amendments

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

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

[Client Legal Name]

By: [Client Representative Name]

Title: [Client Representative Title]

Date: [Date]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title, if applicable]

Date: [Date]