Hawaii independent contractor agreement template

Hawaii Independent Contractor Agreement

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

1. Services

• Contractor agrees to perform the following services for Client: [Description of Services].
• Deliverables: [List of Deliverables].
• Timeline: [Project Timeline].
• Milestones: [List of Milestones, if applicable].
• Work Location:
  • Option A: Services shall be performed at [Location of Work].
  • Option B: Services may be performed remotely.

2. Independent Contractor Status

• Contractor acknowledges and agrees that they are an independent contractor and not an employee, partner, or agent of Client.
• Contractor is solely responsible for all federal, state (including Hawaii GET), and local taxes, insurance (including workers’ compensation, if applicable), and benefits arising out of this Agreement.
• No employer-employee relationship is created by this Agreement.
• IRS Compliance: Client shall not control the manner or means by which Contractor performs the services, but only the result. Contractor provides their own tools and equipment.

3. Term and Termination

• Option A: This Agreement shall commence on [Start Date] and shall continue until [End Date].
• Option B: This Agreement shall commence on [Start Date] and continue until the project is completed.
• Termination:
  • Either party may terminate this Agreement with [Number] days written notice.
  • Client may terminate this Agreement immediately for cause, including but not limited to Contractor's breach of this Agreement or non-performance.
  • Upon termination, Client shall pay Contractor for all services performed up to the date of termination.
  • Contractor shall return all Client property upon termination.

4. Compensation and Payment

• Fee Structure:
  • Option A: Hourly rate of [Dollar Amount] per hour.
  • Option B: Fixed fee of [Dollar Amount] for the entire project.
  • Option C: Milestone-based payment as follows: [List of Milestones and Payments].
• Payment Schedule:
  • Option A: Upon invoice submission, payable within [Number] days.
  • Option B: Weekly.
  • Option C: Monthly.
  • Option D: After completion of each milestone.
• Invoicing Requirements: Invoices must include [Specific Requirements for Invoices].
• Reimbursable Expenses:
  • Option A: Client will reimburse Contractor for reasonable pre-approved expenses.
  • Option B: No expenses will be reimbursed.
• Late Payment Penalty: A late payment penalty of [Percentage]% per month will be assessed on overdue invoices.
• Taxes: Contractor is responsible for all applicable federal, state (including Hawaii GET), and local taxes.
  • Option A: Contractor is responsible for paying Hawaii GET and will provide their GET license number: [GET License Number].
  • Option B: Contractor is responsible for paying Hawaii GET and will show GET as a separate line item on invoices.

5. Confidentiality and Non-Disclosure

• Contractor agrees to hold Client's confidential information in strict confidence.
• Confidential information includes [Definition of Confidential Information].
• Exceptions: This obligation does not apply to information that is publicly available or already known to Contractor.
• Duration: This obligation shall continue during and after the term of this Agreement.
• Consequences of Breach: Contractor shall be liable for any damages resulting from a breach of this confidentiality obligation.

6. Intellectual Property

• Option A: All work product created by Contractor for Client shall be owned by Client. Contractor assigns all rights, title, and interest in such work product to Client.
• Option B: Contractor retains ownership of the work product, but grants Client a [Type of License] license to use it.
• Contractor retains all rights to pre-existing intellectual property.

7. Conflict of Interest and Exclusivity

• Conflict of Interest: Contractor shall disclose any potential conflicts of interest to Client.
• Exclusivity:
  • Option A: Contractor shall not perform similar services for any other clients during the term of this Agreement.
  • Option B: Contractor may perform similar services for other clients, provided it does not conflict with Contractor’s obligations to Client.

8. Non-Solicitation, Non-Compete, and Non-Disparagement

• Non-Solicitation: Contractor shall not solicit Client's employees or customers during the term of this Agreement and for [Number] years thereafter.
• Non-Compete:
  • Option A: Contractor shall not engage in any business that competes with Client within [Geographic Area] for a period of [Number] years after the termination of this Agreement. (Note: Non-compete agreements in Hawaii are subject to HRS § 480-4 and may be unenforceable in certain circumstances or for certain professions.)
  • Option B: No non-compete agreement is included in this contract.
• Non-Disparagement: Contractor agrees not to disparage Client at any time.

9. Representations and Warranties

• Both parties represent and warrant that they have the authority to enter into this Agreement.
• Contractor warrants that they have the skills and experience necessary to perform the services.
• Contractor warrants that their services will comply with all applicable laws and regulations.

10. Insurance and Indemnification

• Insurance:
  • Option A: Contractor shall maintain general liability insurance with coverage of [Dollar Amount]. Contractor shall provide proof of insurance to Client.
  • Option B: No insurance is required.
• Indemnification: Contractor agrees to indemnify and hold Client harmless from any claims or damages arising out of Contractor's performance of this Agreement, to the extent caused by the Contractor's negligence or willful misconduct.

11. Workplace Safety and Anti-Discrimination

• Contractor shall comply with all applicable workplace safety laws and regulations.
• Contractor shall not discriminate against any person on the basis of race, color, religion, sex (including gender, sexual orientation, and gender identity), national origin, age, disability, or any other protected characteristic under Hawaii state and federal law (including HRS Chapter 378).

12. Dispute Resolution

• Option A: Any disputes arising out of this Agreement shall be resolved through mediation in Honolulu, Hawaii.
• Option B: Any disputes arising out of this Agreement shall be resolved through binding arbitration in Honolulu, Hawaii, in accordance with the rules of the American Arbitration Association.
• Option C: Any disputes arising out of this Agreement shall be resolved in the courts of the State of Hawaii.

13. Governing Law and Venue

• This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii.
• Venue for any legal action shall be in Honolulu, Hawaii.

14. Assignment and Delegation

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

15. Notices

• All notices shall be in writing and delivered to the addresses listed above. Notices may be sent by certified mail or email.

16. Project Management and Reporting

• Contractor will participate in weekly/bi-weekly project progress meetings with Client.
• Contractor shall provide weekly reports on project progress.
• Contractor must comply with the quality standards provided by Client.

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

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[Client Name]

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Date

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[Contractor Name]

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Date