Illinois independent contractor agreement template

Illinois Independent Contractor Agreement

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

[Client Legal Name], located at [Client Address] ("Client"),

and

[Contractor Legal Name], located at [Contractor Address] ("Contractor").

1. Services

Contractor agrees to provide the following services (the "Services"): [Detailed Description of Services].

• Scope of Services: [Detailed Scope of Services]
• Milestones: [Specific Project Milestones]
• Key Performance Criteria: [Key Performance Criteria]
• Work Location:
  • Option A: Client's office at [Client Address].
  • Option B: Remote Location.
  • Option C: Other location: [Specify Location].

2. Independent Contractor Status

Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of Client. No employment relationship is created by this Agreement. Contractor is not entitled to any employee benefits, including but not limited to health insurance, paid time off, unemployment insurance, or workers' compensation.

• Tax Responsibility: Contractor is solely responsible for all federal, state, and local taxes. Client will not withhold any taxes from payments made to Contractor, unless legally required. Contractor will provide Client with a completed W-9 form upon request.
• Illinois Specific Notice: [Option: Include any specific disclaimers or notices required by Illinois law regarding independent contractor classification.]

3. Term and Termination

• Term:
  • Option A: This Agreement shall commence on [Start Date] and shall continue until [End Date] (the "Term").
  • Option B: This Agreement shall commence on [Start Date] and shall continue until terminated as provided herein (the "Term").
• Termination:
  • Termination by Either Party: Either party may terminate this Agreement upon [Number] days written notice to the other party.
  • Termination for Cause: Client may terminate this Agreement immediately upon written notice if Contractor breaches this Agreement, becomes insolvent, or fails to perform the Services satisfactorily.
  • Termination for Convenience: [Option: Insert a termination for convenience clause, specifying any associated fees or notice requirements].

4. Payment

Client shall pay Contractor as follows:

• Compensation Structure:
  • Option A: Flat fee of [Dollar Amount].
  • Option B: Hourly rate of [Dollar Amount] per hour.
  • Option C: Milestone-based payments as follows: [Payment Schedule per Milestone].
  • Option D: Retainer of [Dollar Amount] per [Time Period].
• Payment Schedule: Payments will be made [Payment Frequency, e.g., bi-weekly, monthly] via [Payment Method, e.g., check, ACH, PayPal] upon receipt of an invoice from Contractor.
• Invoicing: Contractor shall submit invoices to [Email Address or Address for Invoices].
• Expenses: Client will reimburse Contractor for reasonable pre-approved expenses. Contractor must submit supporting documentation for all expense reimbursements.
• Late Payment: [Option: Insert late payment interest charge details.]

5. Taxes

Contractor is responsible for payment of all federal, state, and local taxes. Contractor will provide Client with a completed W-9 form. Client will issue a 1099 form to Contractor if required by law.

6. Intellectual Property

• Ownership:
  • Option A: The Services and all deliverables created by Contractor under this Agreement shall be considered "works made for hire" and shall be owned by Client. Contractor hereby assigns all right, title, and interest in and to such deliverables to Client.
  • Option B: Contractor retains ownership of all intellectual property created under this Agreement. Contractor grants to Client a [Type of License, e.g., perpetual, irrevocable, non-exclusive] license to use such intellectual property.

7. Confidentiality

Contractor agrees to protect and not disclose any confidential or proprietary information of Client, including but not limited to [Description of Confidential Information], obtained during the course of providing the Services. This obligation shall continue for [Number] years after the termination of this Agreement.

• Definition of Confidential Information: [Option: Detail a more specific definition of protected confidential information.]

8. Non-Solicitation/Non-Competition

[Note: Illinois law restricts non-compete agreements, especially for low-wage workers. This clause should be carefully considered and drafted to be reasonable in scope, time, and geography.]

• Non-Solicitation: Contractor shall not solicit any employees or clients of Client for a period of [Number] years following the termination of this Agreement.
• Non-Competition: [Option: Carefully consider whether a non-competition agreement is necessary and enforceable under Illinois law. Define the scope, time, and geography narrowly.]

9. Liability and Indemnification

Contractor shall indemnify and hold harmless Client from any and all losses, damages, liabilities, costs, and expenses arising from Contractor's actions or omissions in connection with this Agreement.

• Insurance: [Option: Require Contractor to maintain insurance, specifying coverage types, limits, and proof of insurance requirements.]

10. Representations and Warranties

Contractor represents and warrants that:

• Contractor has the authority to enter into this Agreement.
• Contractor has the necessary licenses and permits to perform the Services.
• Contractor will perform the Services in compliance with all applicable laws.
• Contractor is qualified and able to perform the services.

Client represents and warrants that:

• Client has the authority to enter into this Agreement.
• Client is lawful to engage the contractor.

11. Compliance with Laws

Contractor shall comply with all applicable federal, state, and local laws and regulations, including the Fair Labor Standards Act, IRS guidelines, and Illinois statutes. Contractor shall adhere to all anti-discrimination, equal opportunity, and harassment laws as defined by the Illinois Human Rights Act.

12. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• Option A: Negotiation.
• Option B: Mediation.
• Option C: Arbitration in accordance with the rules of the American Arbitration Association.
• Option D: Litigation in the courts of [County], Illinois.

This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois.

13. Assignment and Subcontracting

Contractor shall not assign this Agreement or subcontract any of the Services without the prior written consent of Client.

14. Amendments and Modifications

Any amendment or modification of this Agreement must be in writing and signed by both parties.

15. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings relating to the subject matter hereof.

16. Severability

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

17. 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, or sent by email to the addresses set forth above.

18. Force Majeure

[Option: Insert a force majeure clause, specifying excusable delays due to events beyond reasonable control.]

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 Representative Name]

Title: [Contractor Representative Title]