Idaho independent contractor agreement template

Idaho Independent Contractor Agreement

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

[Client Legal Name], located at [Client Address], with [Client Contact Information] (“Client”), and

[Contractor Legal Name], located at [Contractor Address], with [Contractor Contact Information] and Federal Tax ID (if applicable) [Contractor Tax ID] ("Contractor").

Scope of Work

• The Contractor shall perform the following services: [Detailed Description of Services].
• Project Milestones: [List of Project Milestones].
• Deliverables: [List of Deliverables].
• Deadlines: [List of Deadlines].
• Work Location:
  • Option A: On-site at [Client Location].
  • Option B: Remote.
  • Option C: Both on-site and remote as needed.
• Reporting Requirements: [Description of Reporting Requirements].

Independent Contractor Status

• The Contractor is an independent contractor and not an employee, partner, or agent of the Client.
• The Contractor is solely responsible for all taxes, insurance, and benefits.
• The Contractor acknowledges that they are not entitled to any employee benefits from the Client.
• The Contractor is responsible for filing a W-9 form.
• Tax Status:
  • Option A: Individual/Sole Proprietorship
  • Option B: Limited Liability Company (LLC)
  • Option C: S-Corporation
  • Option D: C-Corporation

Term and Termination

• Term:
  • Option A: This Agreement shall commence on [Start Date] and continue until [End Date].
  • Option B: This Agreement is project-based, commencing on [Start Date] and terminating upon completion of the project described in Section 1.
  • Option C: This Agreement is at-will and may be terminated by either party as set forth below.
• Termination:
  • Option A: Termination for Cause: Either party may terminate this Agreement for cause upon [Number] days written notice to the other party. Cause includes, but is not limited to, a material breach of this Agreement.
  • Option B: Termination Without Cause: Either party may terminate this Agreement without cause upon [Number] days written notice to the other party.
  • Compensation Upon Termination: In the event of termination, the Contractor shall be compensated for all services performed up to the date of termination.

Compensation and Invoicing

• Rate/Fee Structure:
  • Option A: Hourly rate of [Dollar Amount] per hour.
  • Option B: Fixed fee of [Dollar Amount] for the entire project.
  • Option C: Retainer fee of [Dollar Amount] per [Time Period].
• Payment Schedule: [Detailed Payment Schedule].
• Invoicing Procedures: The Contractor shall submit invoices to the Client on a [Frequency] basis.
• Reimbursable Expenses: [List of Reimbursable Expenses and Requirements].
• Method of Payment: [Method of Payment, e.g., check, wire transfer].
• Late Payment: Interest on late payments shall accrue at a rate of [Percentage] per month, as allowed under Idaho law.

Taxes

• The Contractor is responsible for all self-employment taxes (Social Security and Medicare), income taxes, and other applicable taxes.
• The Contractor shall provide a completed W-9 form to the Client.
• Form 1099 Reporting:
  • Option A: The Client will issue a Form 1099-NEC to the Contractor if payments exceed $600 in a calendar year.
  • Option B: Not applicable; payments are expected to remain below $600 annually.

Expense Reimbursement

• Covered Expenses: [List of Covered Expenses].
• Documentation Required: [Description of Required Documentation].
• Approval Process: [Description of Approval Process].

Confidentiality and Non-Disclosure

• The Contractor shall maintain the confidentiality of all Client proprietary information, trade secrets, and client lists.
• Scope of Confidential Information: [Description of Scope of Confidential Information].
• Duration of Confidentiality:
  • Option A: During the term of this Agreement and for [Number] years thereafter.
  • Option B: During the term of this Agreement only.
  • Option C: Indefinitely.

Intellectual Property Ownership

• Ownership of Work Product:
  • Option A: All work product, inventions, and deliverables developed during the engagement shall be owned by the Client (work for hire).
  • Option B: The Contractor shall retain ownership of all work product, inventions, and deliverables.
  • Option C: [Describe alternative ownership arrangement].

Non-Solicitation/Non-Compete

• Non-Solicitation/Non-Compete:
  • Option A: Included. The Contractor agrees not to solicit the Client’s employees or customers for a period of [Number] years following the termination of this Agreement, within a geographic area of [Area]. The Contractor agrees not to compete with the Client's business within [Describe industry/work that is restricted] for a period of [Number] years within [Geographic Location].
  • Option B: Not Included. No non-solicitation or non-compete provisions apply to this Agreement.
  • Note: *Idaho law permits reasonable non-compete agreements, considering the time, geographic area, and type of business restrictions.*

Insurance

• Insurance Requirements:
  • Option A: The Contractor shall maintain liability insurance with a minimum coverage of [Dollar Amount]. The Contractor shall provide a certificate of insurance to the Client.
  • Option B: The Contractor shall maintain professional liability (errors and omissions) insurance with a minimum coverage of [Dollar Amount]. The Contractor shall provide a certificate of insurance to the Client.
  • Option C: The Contractor shall maintain workers’ compensation insurance for their employees as required by Idaho law. The Contractor shall provide proof of coverage to the Client.
  • Option D: No insurance requirements apply to this Agreement.

Subcontracting

• Subcontracting:
  • Option A: The Contractor is permitted to engage subcontractors, but remains responsible for their compliance with all terms of this Agreement.
  • Option B: The Contractor is not permitted to engage subcontractors without the Client’s written consent.

Equipment and Materials

• Equipment and Materials:
  • Option A: The Client shall provide all necessary tools, office space, and technology.
  • Option B: The Contractor shall provide all necessary tools, office space, and technology.
  • Option C: [Describe shared responsibility for equipment and materials].

No Employer-Employee Relationship

Nothing in this Agreement shall be construed as creating a partnership, joint venture, employment relationship, or agency.

Dispute Resolution

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho.
• Venue: Any legal action arising out of or relating to this Agreement shall be brought in [County] County, Idaho.
• Dispute Resolution Method:
  • Option A: Mediation. The parties agree to attempt to resolve any disputes through mediation before resorting to litigation or arbitration.
  • Option B: Arbitration. Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.
  • Option C: Litigation. Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County] County, Idaho.

Indemnification

The Contractor shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of the Contractor’s actions, omissions, breaches, or negligence.

Business Licenses/Registrations

The Contractor represents and warrants that they possess all required business licenses, registrations, and professional certifications necessary to lawfully perform the work in Idaho. [Specific License/Registration Information].

Representations and Warranties

• Each party represents and warrants that they have the authority to enter into this Agreement.
• The Contractor warrants that the work product will be original and will not infringe upon the rights of any third party.

Amendment, Waiver, and Entire Agreement

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 waiving party.

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

Severability

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

Assignment

• Assignment:
  • Option A: Neither party may assign or delegate this Agreement without the written consent of the other party.
  • Option B: The Client may assign this agreement to a successor entity.

Notice

All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon: (a) personal delivery; (b) deposit in the United States mail, certified or registered, postage prepaid, return receipt requested; or (c) transmission by email. Notices shall be addressed as follows:

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

Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, or governmental regulations.

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

[Client Legal Name]

By: [Client Printed Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Printed Name]

Title: [Contractor Title]