Illinois IT independent contractor agreement template

Illinois IT Independent Contractor Agreement

This Illinois IT Independent Contractor Agreement (the “Agreement”) is made and entered into as of this [Date], by and between:

• [Client Company Name], located at [Client Company Address] (“Client”), and
• [Contractor Name], located at [Contractor Address] (“Contractor”).

1. Services

• The Contractor agrees to provide the following IT services to the Client: [Description of IT Services]
  • Option A: Software Development - including but not limited to [Specify Deliverables]. The technology stack to be used is [List Technologies]. Development standards will adhere to [Specify Standards].
  • Option B: Systems Integration - integrating [Specify Systems] with [Specify Systems].
  • Option C: Network Administration - maintaining the network according to [Specify Requirements].
  • Option D: Cybersecurity Consulting - implementing security measures including [Specify Measures].
• The Contractor shall provide the services according to the following milestones and timelines: [List Milestones and Timelines]. Reporting intervals will be [Specify Intervals].

2. Work Location and Equipment

• The primary work location will be:
  • Option A: Remote
  • Option B: On-Site at [Client Address]. Contractor agrees to adhere to Client’s policies while on-site.
  • Option C: Hybrid
• The Client shall provide the following equipment: [List Equipment]
• The Contractor shall use the following software and hardware: [List Software and Hardware]
• Access to the Client’s network requires:
  • Option A: VPN access using [Specify VPN].
  • Option B: Secure access through [Specify Method].
• Data storage will be handled as follows: [Describe Data Storage Procedures].
• Upon termination, all Client equipment must be returned within [Number] days.

3. Service Fees and Payment

• The payment structure is:
  • Option A: Hourly rate of [Dollar Amount] per hour.
  • Option B: Project-based fee of [Dollar Amount] for the entire project.
  • Option C: Retainer of [Dollar Amount] per [Time Period].
• Invoicing and payment terms are: [Describe Invoicing and Payment Terms]. Invoices shall be submitted [Frequency]. Payment is due within [Number] days of invoice receipt.
• Reimbursement for approved expenses: [Describe Reimbursement Procedures].
• Contractor is responsible for all applicable state and local taxes in Illinois.
• Contractor will provide a completed Illinois Form W-9 equivalent (or necessary substitutes) before payment.
• Late payment penalty: [Describe Late Payment Penalty, in line with Illinois law].
• Contractor [is/is not] required to register for Illinois business tax numbers.

4. Ownership and Intellectual Property

• Ownership and licensing of work product, including source code, software, and documentation, are governed as follows: [Describe Ownership and Licensing]
  • Option A: Client shall own all rights to the final product.
  • Option B: Contractor grants Client a perpetual license to use the work product.
• Contractor assigns all copyrights to Client.
• Third-party code disclosures: [Describe Disclosure Requirements].
• Compliance with Illinois intellectual property statutes is required.

5. Confidentiality and Data Protection

• Contractor agrees to maintain strict confidentiality regarding Client's confidential information. [Define Confidential Information].
• Contractor shall comply with all applicable data protection and privacy laws, including those specific to Illinois.
• Clear standards for handling protected information: [Describe Standards].
• Compliance with Client industry regulations regarding data (e.g., HIPAA, GLBA): [Specify Regulations].
• Data breach notification and management process: [Describe Process].
• Obligations upon termination: [Describe Obligations].

6. Independent Contractor Status

• Contractor is an independent contractor and not an employee, franchisee, or agent of Client.
• Contractor is responsible for their own self-employment tax, insurance, and business registration (if applicable).
• Contractor must comply with the Illinois Department of Revenue and local tax authorities.
• Contractor, if conducting business under a name other than their own, must register the business name with the Illinois Secretary of State.

7. Liability

• Contractor's liability for failure to meet technical specifications, service downtime, information security incidents, unauthorized access, and malware introduction is limited as follows: [Describe Liability Limitations].
• Indemnification obligations: [Describe Indemnification Obligations].
• Limitations on liability and remedies are governed by Illinois law.

8. Subcontractors

• Use of subcontractors [is/is not] permitted.
• If subcontractors are permitted:
  • Option A: Client consent is required prior to using any subcontractor.
  • Option B: No prior consent is required, but notification is required.
• Subcontractors must undergo background checks.
• Compliance with Illinois employment classification standards and the Illinois Employee Classification Act is required.

9. Termination

• Termination grounds:
  • Option A: Breach of contract.
  • Option B: Performance failure.
  • Option C: Insolvency.
  • Option D: Non-payment.
• Notification procedures: [Describe Notification Procedures].
• Transition of IT systems or data: [Describe Transition Procedures].
• Final compensation: [Describe Final Compensation Terms].
• Post-termination duties: [Describe Post-Termination Duties].

10. Dispute Resolution

• Dispute resolution prioritizes negotiation and mediation.
• Arbitration or litigation (where permitted) shall be exclusively under Illinois jurisdiction in [Specify County].
• Choice of Illinois law.

11. Compliance

• Contractor must comply with all relevant Illinois and federal IT and business compliance statutes. [List Statutes]
• Terms are adjustable based on technology services, client industry, or evolving Illinois legal requirements.

12. Other Provisions

• Intellectual property infringement defense: [Describe Terms]
• Non-solicitation: [Describe Terms]
• Non-competition (subject to enforceability and reasonableness under Illinois law): [Describe Terms]
• Transition of services or knowledge transfer upon contract completion or termination: [Describe Terms]
• Contract amendments: [Describe Procedures]
• Assignment: [Describe Terms]
• Force majeure: [Describe Terms]
• Compliance with Illinois-specific contract formalities: [Describe Compliance]

13. Signatures

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

____________________________
[Client Company Name]

By: [Client Representative Name]

Title: [Client Representative Title]

____________________________
[Contractor Name]