Indiana independent contractor agreement template

Indiana Independent Contractor Agreement

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

[Client/Principal Legal Name], located at [Client/Principal Address], EIN/SSN: [Client/Principal EIN/SSN] (hereinafter referred to as “Client”),

and

[Contractor Legal Name], located at [Contractor Address], EIN/SSN: [Contractor EIN/SSN] (hereinafter referred to as “Contractor”).

1. Services

The Contractor agrees to provide the following services to the Client: [Description of Services].

• Scope of Work: [Detailed Description of Scope of Work]
• Standards and Expectations: [Standards and Expectations for Services]
• Deliverables: [List of Deliverables]
• Milestones: [List of Milestones and Deadlines]
• Timelines: [Detailed Timeline for Completion of Services]
• Location of Services:
  • Option A: Onsite at [Client Location]
  • Option B: Remote
  • Option C: Variable, as needed

2. Term and Termination

This Agreement shall commence on [Start Date] and shall continue:

• Option A: Until completion of the project. Completion is defined as: [Completion Criteria].
• Option B: For a fixed term of [Number] months/years, ending on [End Date].
  • Renewal Option: This Agreement may be renewed for an additional term upon written agreement of both parties.
• Option C: On an ongoing basis, terminable as described below.

Either party may terminate this Agreement:

• Option A: For cause, upon [Number] days written notice. Cause shall include, but not be limited to:
  • Breach of this Agreement
  • Failure to perform services as agreed
  • Violation of applicable laws or regulations
• Option B: For convenience, upon [Number] days written notice.
• Required Procedures for Transition/Return: [Describe Procedures for Returning Company Materials/Data]

3. Compensation

The Client shall compensate the Contractor as follows:

• Method of Payment:
  • Option A: Hourly rate of [Dollar Amount] per hour.
  • Option B: Fixed fee of [Dollar Amount] for the entire project.
  • Option C: Milestone-based payments as follows: [List of Milestones and Payments]
  • Option D: Retainer of [Dollar Amount] per [Month/Quarter/Year].
  • Option E: Commission-based payments: [Describe Commission Structure]
• Payment Schedule: [Describe Payment Schedule, e.g., Bi-weekly, Monthly]
• Invoicing Procedures: [Describe Invoicing Procedures]
• Late Payment Policy: [Describe Late Payment Policy, e.g., Late Fee, Interest]
• Reimbursement of Expenses:
  • Option A: Client shall reimburse Contractor for reasonable expenses incurred in connection with the performance of services, including: [List Reimbursable Expenses]. Documentation required: [Specify Required Documentation].
  • Option B: Contractor is responsible for all expenses.

Contractor shall be responsible for all costs and taxes associated with the compensation received under this Agreement.

4. Independent Contractor Status

The parties agree that the Contractor is an independent contractor and not an employee of the Client. The Contractor is solely responsible for the payment of all federal, state, and local taxes, including self-employment taxes. Contractor will receive a Form 1099-NEC from Client. Contractor is not eligible for any employee benefits, including, but not limited to, health insurance, retirement plans, unemployment compensation, or workers’ compensation. The Contractor agrees to indemnify and hold harmless the Client from any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to the Contractor's status as an independent contractor. Both parties agree to comply with all applicable federal, state, and local laws, including labor and tax laws.

5. Control and Supervision

The Contractor has the right to control the manner, method, and means by which the services are performed. The Client does not supervise or direct the Contractor's work.

• Equipment and Workspace:
  • Option A: Contractor shall provide their own equipment and workspace.
  • Option B: Client shall provide the necessary equipment and workspace.
• Subcontracting/Assignment:
  • Option A: Contractor may subcontract or assign the services with the Client's prior written consent.
  • Option B: Contractor may not subcontract or assign the services.

6. Confidentiality

The Contractor agrees to hold all confidential information of the Client in strict confidence and not to disclose such information to any third party. Confidential information includes, but is not limited to: [Define Confidential Information]. The Contractor may use confidential information only for the purpose of performing the services under this Agreement. This obligation of confidentiality shall continue for [Number] years after the termination of this Agreement. Remedies for breach: [Describe Remedies for Breach of Confidentiality, e.g., Injunctive Relief].

7. Intellectual Property

Ownership of all deliverables and work product created by the Contractor under this Agreement shall be:

• Option A: Work for hire and belong to the Client.
• Option B: Assigned to the Client by the Contractor.
• Option C: Licensed to the Client by the Contractor.

The Contractor hereby assigns to the Client all right, title, and interest in and to all inventions, works of authorship, and other intellectual property created by the Contractor in connection with the services performed under this Agreement.

• Usage Rights/Licenses: [Specify Usage Rights or Licenses for Each Party]
• Contractor Use of Client Name:
  • Option A: Contractor may use the Client's name for portfolio or marketing purposes.
  • Option B: Contractor may not use the Client's name for portfolio or marketing purposes without prior written consent.

8. Data Security and Privacy

The Contractor shall comply with all applicable data security and privacy laws, including, but not limited to [List Relevant Data Protection Laws]. The Contractor shall be liable for any loss or exposure of confidential information caused by the Contractor's negligence or willful misconduct.

9. Non-Solicitation (Optional)

During the term of this Agreement and for a period of [Number] years after the termination of this Agreement, the Contractor shall not solicit, directly or indirectly, any of the Client's customers or employees.

10. Non-Competition (Optional)

During the term of this Agreement and for a period of [Number] years after the termination of this Agreement, within a radius of [Number] miles from [Client Location], the Contractor shall not engage in any business that is competitive with the Client's business. This clause is subject to Indiana law regarding enforceability of non-competition agreements. The scope must be reasonable in terms of geography and time.

11. Indemnification and Liability

The Contractor shall indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to the Contractor's performance of services under this Agreement.

• Limitation of Liability: [Specify Limitation of Liability, if any]

12. Insurance

The Contractor shall maintain the following insurance coverage:

• Option A: Commercial general liability insurance with a limit of [Dollar Amount] per occurrence.
• Option B: Professional liability insurance with a limit of [Dollar Amount] per occurrence.
• Option C: Auto insurance with a limit of [Dollar Amount] per occurrence (if applicable).
• Option D: Workers' compensation insurance as required by Indiana law (if hiring other workers).

The Contractor shall provide the Client with proof of insurance upon request.

13. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana. Any dispute arising out of or relating to this Agreement shall be resolved:

• Option A: In the courts of [County Name] County, Indiana.
• Option B: Through arbitration in accordance with the rules of the American Arbitration Association.
• Option C: Through mediation.
• Option D: In small claims court.

14. Compliance

The Contractor shall comply with all applicable federal and state laws, including, but not limited to, Indiana's wage payment law and independent contractor misclassification provisions. The Contractor acknowledges that they are not eligible for unemployment insurance or workers' compensation benefits through the Client. The Client shall provide any required notices as required by law.

15. Anti-Discrimination

The Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, age, disability, or any other characteristic protected by federal or Indiana state law.

16. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, postage prepaid, certified or registered, addressed to the party at the address set forth above.

17. Amendment and Assignment

This Agreement may be amended only by a written instrument signed by both parties. This Agreement may not be assigned by either party without the prior written consent of the other party.

18. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

19. Additional Clauses (Optional)

• Background Check: [Specify Background Check Requirements]
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
• Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused by a force majeure event.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

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

____________________________
[Client/Principal Name]

____________________________
[Title]

____________________________
[Contractor Name]