Hawaii IT independent contractor agreement template

Hawaii IT Independent Contractor Agreement for [IT Service Type, e.g., Software Development]

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

• [Client Legal Name], a [State of Incorporation/Formation] [Entity Type, e.g., Corporation, LLC] with a principal place of business at [Client Address], phone number [Client Phone Number], and email address [Client Email Address] (hereinafter referred to as "Client"), and
• [Contractor Legal Name], an individual residing at [Contractor Address] or a [State of Incorporation/Formation] [Entity Type, e.g., Corporation, LLC] with a principal place of business at [Contractor Address], phone number [Contractor Phone Number], and email address [Contractor Email Address], Hawaii GE Tax ID: [Contractor GET Number] (if applicable), hereinafter referred to as "Contractor").

1. Scope of Services

• Option A: General Description
  • Contractor shall provide the following IT services to Client: [Detailed Description of IT Services, e.g., "Develop a custom e-commerce website, including database design, front-end development, and back-end integration, with specific features outlined in Exhibit A."].
• Option B: Specific Tasks and Deliverables
  • Contractor shall perform the following specific tasks and provide the following deliverables:
  • [Task 1: e.g., "Design database schema for customer data."]
    • Deliverable: [e.g., "Database schema document in .sql format."]
    • Timeline: [e.g., "Complete within 2 weeks of the Effective Date."]
  • [Task 2: e.g., "Develop user interface for customer account management."]
    • Deliverable: [e.g., "Functional web pages using React framework."]
    • Timeline: [e.g., "Complete within 4 weeks of the Effective Date."]
  • [Task 3: e.g., "Integrate payment gateway."]
    • Deliverable: [e.g., "Secure payment processing functionality using Stripe API."]
    • Timeline: [e.g., "Complete within 6 weeks of the Effective Date."]
  • [Task 4: e.g., "Provide documentation of codebase and system architecture."]
    • Deliverable: [e.g., "Technical documentation for future maintenance."]
    • Timeline: [e.g., "Complete within 8 weeks of the Effective Date."]
  • [Task 5: e.g., "Provide initial bug fixes and technical support."]
    • Deliverable: [e.g., "Resolved bug reports and user assistance."]
    • Timeline: [e.g., "Ongoing for one month after project completion."]

2. Work Location and Access

• Option A: On-Site
  • Contractor shall perform the services at Client's premises located at [Client Address].
• Option B: Remote
  • Contractor shall perform the services remotely from within the State of Hawaii. Contractor shall use secure connections, including [Specify acceptable technologies, e.g., VPN], to access Client's systems.
• Option C: Hybrid
  • Contractor shall perform the services both on-site at [Client Address] and remotely. On-site work will be required [Specify frequency or conditions for on-site work, e.g., "twice per week" or "as needed for meetings and project milestones"].

Client will provide the following equipment/access to the contractor: [List of equipment, e.g., Laptop, software licenses, server access].

3. Compensation and Payment

• Option A: Hourly Rate
  • Client shall pay Contractor an hourly rate of [Dollar Amount] per hour for services rendered.
• Option B: Project Fee
  • Client shall pay Contractor a fixed fee of [Dollar Amount] for the entire project as described in Section 1.
• Option C: Milestone-Based Payments
  • Client shall pay Contractor according to the following milestone schedule:
  • [Milestone 1: e.g., "Completion of database design"]: [Dollar Amount]
  • [Milestone 2: e.g., "Completion of user interface development"]: [Dollar Amount]
  • [Milestone 3: e.g., "Integration of payment gateway"]: [Dollar Amount]
  • [Milestone 4: e.g., "Completion of documentation"]: [Dollar Amount]

Invoicing: Contractor shall submit invoices to Client [Specify frequency, e.g., "monthly"]. Invoices shall include a detailed description of services performed and the time spent on each task. Client shall approve or reject invoices within [Number] days of receipt.

Payment Terms: Client shall pay Contractor within [Number] days of invoice approval. Payment shall be made via [Method of Payment, e.g., "check," "ACH transfer"].

Late Fees: Late payments shall be subject to a late fee of [Percentage] per month.

Hawaii General Excise Tax (GET): Contractor is responsible for registering for and remitting Hawaii GET on all payments received under this Agreement. The compensation specified above [Choose one: includes/excludes] Hawaii GET.

4. Intellectual Property

• Option A: Work for Hire
  • All work product created by Contractor under this Agreement, including but not limited to code, documentation, and designs, shall be considered "work made for hire" as defined under United States copyright law 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 under this Agreement, including all intellectual property rights.

Post-Termination: Upon termination of this Agreement, Contractor shall promptly deliver to Client all work product and related materials in Contractor's possession or control.

5. Confidentiality and Data Protection

Contractor shall maintain the confidentiality of all Client information, including but not limited to trade secrets, customer data, and financial information.

Contractor shall comply with all applicable data protection laws, including Hawaii Revised Statutes (HRS) §487N regarding data breach notification.

Contractor shall implement and maintain reasonable security measures to protect Client data from unauthorized access, use, or disclosure, including [Specify security measures, e.g., encryption, secure storage, access controls].

In the event of a data breach, Contractor shall notify Client within [Number] hours of discovery.

6. Service Warranty and Support

• Option A: Limited Warranty
  • Contractor warrants that the services provided under this Agreement will be performed in a professional and workmanlike manner and will conform to the specifications outlined in Section 1.
• Option B: Specific Service Level Agreement (SLA)
  • Contractor guarantees [Uptime Percentage, e.g., 99.9%] uptime for the [System/Service]. Response time for critical incidents will be within [Number] hours.

Support: Contractor shall provide support for [Number] days/months after completion of the project, including bug fixes and technical assistance.

7. Independent Contractor Status

Contractor is an independent contractor and is not an employee or agent of Client. Client shall not be responsible for withholding taxes, social security, or other employee benefits.

Contractor is responsible for paying all applicable self-employment taxes.

Contractor has the right to control and direct the manner and means by which the services are performed.

8. Liability and Indemnification

Contractor shall be liable for damages arising from Contractor's negligence or willful misconduct.

Contractor's liability under this Agreement shall be limited to [Dollar Amount] per incident or [Dollar Amount] in total.

Contractor shall indemnify and hold harmless Client from and against any and all claims, losses, damages, liabilities, and expenses (including attorney's fees) arising out of or relating to Contractor's performance of this Agreement.

Insurance: Contractor shall maintain [Type of Insurance, e.g., cyber liability insurance] insurance with a minimum coverage of [Dollar Amount], and shall name Client as an additional insured, if necessary.

9. Subcontracting

Contractor shall not subcontract any portion of the services without the prior written consent of Client. Any approved subcontractors must adhere to all terms of this agreement.

10. Term and Termination

This Agreement shall commence on [Start Date] and shall continue until [End Date].

Either party may terminate this Agreement upon [Number] days written notice to the other party.

Grounds for Termination: Client may terminate this agreement immediately if the contractor:

• Breaches any term of the agreement.
• Becomes insolvent.
• Fails to comply with security protocols.

Upon termination, Contractor shall return all Client data and property. Client shall pay Contractor for all services performed up to the date of termination.

11. Dispute Resolution

Any disputes arising under this Agreement shall be resolved through good-faith negotiation. If negotiation fails, the parties agree to participate in non-binding mediation in Honolulu, Hawaii. If mediation is unsuccessful, any remaining dispute shall be resolved in the state courts of the State of Hawaii, and the parties consent to the exclusive jurisdiction and venue of such courts.

12. Compliance with Laws

Contractor shall comply with all applicable Hawaii laws, municipal ordinances, and U.S. federal regulations.

13. Representations and Warranties

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

Contractor warrants that it has all necessary licenses and permits to perform the services.

14. Change Management

Any changes to the scope of services or fees must be agreed upon in writing by both parties.

15. Client Obligations

Client shall cooperate with Contractor and provide timely feedback and access to necessary resources.

16. Entire Agreement, Amendment, Non-Waiver, and Severability

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written. No amendment to this Agreement shall be effective unless in writing and signed by both parties.

17. Notice

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, or sent by email to the addresses listed above.

18. Industry-Specific Clauses

[Insert any industry-specific clauses, e.g., open source license compliance, security audit rights]

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

____________________________
[Client Legal Name]

By: [Client Representative Name]

Title: [Client Representative Title]

____________________________
[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title, if applicable]