Indiana IT independent contractor agreement template

Indiana IT Independent Contractor Agreement

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

[Client Legal Name], located at [Client Address], hereinafter referred to as “Client,”

and

[Contractor Legal Name], located at [Contractor Address], hereinafter referred to as “Contractor.”

1. Scope of Services

The Contractor agrees to provide the following IT services to the Client:

• Option A: Software/Application Development
  • Developing [Software/Application Name] according to specifications in Exhibit A.
• Option B: IT Consulting
  • Providing IT consulting services related to [Specific Consulting Area].
• Option C: Hardware Installation and Maintenance
  • Installing and maintaining [Hardware Type] at [Location].
• Option D: Cybersecurity Analysis
  • Performing cybersecurity assessments and penetration testing.
• Option E: Network Setup
  • Configuring network infrastructure according to specifications in Exhibit B.
• Option F: Cloud Migration
  • Migrating [Data Type] to [Cloud Platform].
• Option G: Technical Support
  • Providing ongoing technical support via [Support Method] during [Support Hours].
• Option H: Data Analytics
  • Analyzing [Data Type] and providing reports.
• Option I: Managed IT Services
  • Providing comprehensive IT management services as detailed in Exhibit C.

2. Project Deliverables and Timelines

The Contractor shall deliver the following:

• Option A: Deliverables
  • [List of Deliverables] as detailed in Exhibit D.
• Option B: Timelines
  • The project timeline is outlined in Exhibit E, with key milestones at [Milestone 1], [Milestone 2], and [Milestone 3].
• Option C: Reporting
  • The Contractor shall provide weekly/monthly reports on project progress.
• Option D: Revisions
  • Revision requests must be submitted in writing and may be subject to additional fees.
• Option E: Technical Standards
  • All deliverables shall meet the following technical standards: [List of Standards].
• Option F: Performance Benchmarks
  • The project must meet the following performance benchmarks: [List of Benchmarks].

3. Work Location

The IT services shall be performed:

• Option A: Onsite
  • At the Client's location: [Client Address]. Contractor agrees to abide by Client's facility policies.
• Option B: Remote
  • Remotely from the Contractor's location.
• Option C: Hybrid
  • A combination of onsite and remote work as mutually agreed upon.
• Option D: Security
  • Contractor will comply with all Client’s security protocols while accessing Client’s network.

4. Fees and Payment Terms

The Client shall pay the Contractor as follows:

• Option A: Hourly Rate
  • At an hourly rate of [Hourly Rate].
• Option B: Project-Based
  • A fixed fee of [Project Fee] for the entire project.
• Option C: Retainer-Based
  • A retainer of [Retainer Amount] per [Time Period].
• Option D: Milestone-Based
  • Payment based on the completion of milestones as detailed in Exhibit F.
• Option E: Expenses
  • Reimbursement for pre-approved expenses, supported by receipts.
• Option F: Taxes
  • Contractor is responsible for all applicable Indiana state and local taxes, including sales/use tax.
• Option G: Payment Schedule
  • Invoices are due [Number] days from the date of the invoice.
• Option H: Late Payment
  • Late payments will be subject to a penalty of [Percentage]% per month.

5. Intellectual Property

• Option A: Ownership
  • All intellectual property created as a result of this Agreement shall be owned by the [Client/Contractor].
• Option B: Work Made for Hire
  • To the extent applicable, work created under this agreement constitutes a “work made for hire” under Indiana law.
• Option C: Assignment
  • The Contractor hereby assigns all rights, title, and interest in the deliverables to the Client.
• Option D: Pre-existing Materials
  • Contractor retains all rights to pre-existing materials used in connection with this Agreement.
• Option E: Open Source
  • Any open-source software used will comply with the applicable licenses.
• Option F: Reuse
  • Contractor retains the right to use general know-how gained in the project.

6. Data Security and Confidentiality

• Option A: Confidential Information
  • The Contractor shall maintain the confidentiality of all Client data and information.
• Option B: Data Breach
  • The Contractor shall notify the Client immediately in the event of a data breach, consistent with Indiana Data Breach Notification Laws (IC 24-4.9).
• Option C: Security Protocols
  • The Contractor shall adhere to the Client's cybersecurity protocols.
• Option D: FTC Compliance
  • Contractor will comply with all applicable FTC data security standards.
• Option E: Non-Disclosure
  • Contractor will sign a separate Non-Disclosure Agreement ([NDA]), attached as Exhibit G.

7. Independent Contractor Status

• Option A: No Employment Relationship
  • The Contractor is an independent contractor and not an employee of the Client.
• Option B: Taxes
  • The Contractor is responsible for all applicable federal, Indiana state, and local taxes, including self-employment taxes.
• Option C: Benefits
  • The Contractor is not entitled to any benefits offered by the Client to its employees.
• Option D: Business Registration
  • Contractor shall provide proof of business registration, if required.
• Option E: Worker Classification
  • Both parties acknowledge they have reviewed Indiana’s worker classification criteria.
• Option F: Insurance
  • The Contractor shall maintain its own liability and professional insurance.

8. Representations and Warranties

• Option A: Originality
  • The Contractor warrants that all deliverables are original and do not infringe on the rights of others.
• Option B: Viruses
  • The Contractor warrants that all deliverables are free from viruses and malicious code.
• Option C: Compliance
  • The Contractor warrants that the services comply with industry standards and applicable laws.
• Option D: Rights
  • The Contractor warrants that it has all necessary rights to grant deliverables free of liens.

9. Indemnification

• Option A: Third-Party Claims
  • The Contractor shall indemnify and hold harmless the Client from any third-party claims arising from the Contractor’s services.
• Option B: Infringement
  • The Contractor shall indemnify the Client from any claims of intellectual property infringement.
• Option C: Data Loss
  • The Contractor shall indemnify the Client from any data loss or security breaches caused by the Contractor’s negligence.
• Option D: Limits
  • The maximum indemnification liability of the Contractor shall be limited to [Dollar Amount].

10. Limitation of Liability

• Option A: Consequential Damages
  • Neither party shall be liable for consequential, indirect, or incidental damages.
• Option B: Liability Cap
  • The Client's liability to the Contractor shall be limited to the total fees paid under this Agreement.
• Option C: Force Majeure
  • Neither party shall be liable for delays or failures due to force majeure events.

11. Inspection and Acceptance

• Option A: Testing
  • The Client shall have the right to inspect and test the deliverables.
• Option B: Acceptance
  • The Client shall provide written acceptance of the deliverables within [Number] days of delivery.
• Option C: Rejection
  • If the deliverables are not acceptable, the Client shall notify the Contractor in writing with specific reasons.
• Option D: Remediation
  • The Contractor shall have [Number] days to remedy the defects.

12. Subcontracting and Assignment

• Option A: Subcontracting
  • The Contractor shall not subcontract any work without the prior written consent of the Client.
• Option B: Background Checks
  • Subcontractors may be subject to background checks.
• Option C: Compliance
  • Subcontractors must comply with the terms of this Agreement.
• Option D: Assignment
  • Neither party may assign this Agreement without the written consent of the other party.

13. Records Retention and Audit

• Option A: Records
  • The Contractor shall maintain records related to the services performed for [Number] years.
• Option B: Audit
  • The Client shall have the right to audit the Contractor's records related to this Agreement.
• Option C: Cooperation
  • The Contractor shall cooperate with any regulatory compliance audits or investigations.

14. Termination

• Option A: Material Breach
  • This Agreement may be terminated by either party for material breach.
• Option B: Voluntary Termination
  • Either party may terminate this Agreement with [Number] days written notice.
• Option C: Security Breach
  • The Client may terminate this Agreement immediately in the event of a security or confidentiality breach.
• Option D: Final Payment
  • Upon termination, the Client shall pay the Contractor for services rendered up to the date of termination.
• Option E: Asset Return
  • Contractor will return all Client assets upon termination.
• Option F: Transition
  • Contractor will assist with the transition of services to a new provider, if requested.

15. Dispute Resolution

• Option A: Negotiation
  • The parties shall first attempt to resolve any disputes through good-faith negotiation.
• Option B: Mediation
  • If negotiation fails, the parties shall attempt mediation.
• Option C: Arbitration
  • Any unresolved disputes shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association.
• Option D: Governing Law
  • This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana.
• Option E: Jurisdiction
  • The exclusive jurisdiction and venue for any legal action shall be in the courts of [County] County, Indiana.

16. Non-Solicitation/Non-Competition

• Option A: Non-Solicitation
  • The Contractor agrees not to solicit the Client's employees or customers for a period of [Number] years after termination of this Agreement.
• Option B: Non-Competition
  • The Contractor agrees not to compete with the Client within a [Number] mile radius for a period of [Number] years after termination of this Agreement. (Note: Non-competition clauses are strictly construed in Indiana).
• Option C: Non-Circumvention
  • The Contractor will not attempt to circumvent the Client’s relationship with its vendors or customers.

17. Required Indiana Notices

• Option A: Attorney Consultation
  • The parties acknowledge they have the right to consult with an attorney before signing this Agreement.

18. Miscellaneous

• Option A: Entire Agreement
  • This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
• Option B: Amendment
  • This Agreement may be amended only by a written instrument signed by both parties.
• Option C: Severability
  • If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Option D: Waiver
  • No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

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

[Client Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]