Iowa independent contractor agreement template

Iowa Independent Contractor Agreement

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

• [Client Legal Name], with a principal place of business at [Client Address] (“Client”), and

• [Contractor Legal Name], with a principal place of business/residence at [Contractor Address] (“Contractor”). Contractor’s Federal Tax ID/SSN is [Federal Tax ID or SSN].

1. Scope of Services

• The Contractor agrees to perform the following services for the Client: [Description of Services].

• Deliverables include: [List of Deliverables].

• Milestones: [List of Milestones].

• Expected Results: [Description of Expected Results].

• Service Standards: [Description of Service Standards].

• Deadlines: [List of Deadlines].

• Method and Location for Providing Services: [Description of Method and Location].

2. Independent Contractor Status

• Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of the Client.

• Option A: Contractor is responsible for all self-employment taxes (federal, state, and local) and any other taxes arising from payments made under this agreement.

• Option B: Client will report payments to the IRS on Form 1099-NEC.

• Contractor is responsible for obtaining and maintaining their own insurance, including but not limited to health, disability, and workers' compensation insurance. No employment benefits are provided under this agreement.

3. Term and Termination

• The term of this agreement shall commence on [Start Date] and shall continue:

• Option A: Until [End Date].

• Option B: Until the completion of the services described in Section 1.

• Option C: On an ongoing basis until terminated as provided herein.

• Renewal/Extension:

• Option A: This agreement may be renewed for additional terms upon written agreement of both parties.

• Option B: This agreement will automatically renew for successive [Number] month terms unless either party provides written notice of termination [Number] days prior to the end of the then-current term.

• Termination:

• Option A: Either party may terminate this agreement for convenience upon [Number] days written notice to the other party.

• Option B: Client may terminate this agreement immediately for cause if Contractor breaches any material term of this agreement.

• Option C: Contractor may terminate this agreement immediately for cause if Client breaches any material term of this agreement.

• Effect of Termination: Upon termination, Contractor shall be paid for all services performed up to the date of termination, subject to any offsets for Client's damages caused by Contractor's breach.

4. Payment

• Fee Structure:

• Option A: Flat Fee: [Dollar Amount] for the entire project.

• Option B: Hourly Rate: [Dollar Amount] per hour.

• Option C: Per Project: [Dollar Amount] per project.

• Option D: Milestone Payments: [Description of Milestone Payments].

• Payment Schedule: [Description of Payment Schedule].

• Invoicing: Contractor shall submit invoices to Client at [Email Address/Mailing Address]. Invoices must include [Required Invoice Information].

• Reimbursement for Expenses:

• Option A: Contractor will not be reimbursed for any expenses.

• Option B: Contractor will be reimbursed for reasonable and necessary expenses pre-approved in writing by the Client.

• Late Payment:

• Option A: Late payments shall accrue interest at a rate of [Percentage]% per month.

• Option B: There will be no interest charged on late payments.

5. Equipment, Tools, and Materials

• Contractor is responsible for providing all equipment, tools, and materials necessary to perform the services, at their sole cost and expense.

• Option A: Client will provide the following resources to the Contractor: [List of Resources].

• Contractor is responsible for maintaining their own workspace and related costs.

6. Licensing, Permits, and Compliance

• Contractor is responsible for obtaining and maintaining all necessary licenses, permits, and certifications required to perform the services in accordance with applicable laws and regulations, including those specific to Iowa.

• Option A: Contractor shall maintain [Specific License/Permit] during the term of this Agreement.

• Option B: Contractor is responsible for complying with all applicable Iowa professional licensing requirements.

7. Non-Exclusivity

• This agreement is non-exclusive. Client may engage other contractors to perform similar services. Contractor may perform services for other clients.

• Option A (Exclusivity): This agreement is exclusive. Client will not engage other contractors to perform similar services during the term of this Agreement.

• Option B (Non-Solicitation): During the term of this agreement and for a period of [Number] months thereafter, the Contractor shall not solicit the Client's customers.

8. Intellectual Property

• Ownership of Work Product:

• Option A: All work product, inventions, and deliverables created by Contractor under this agreement shall be owned by Client.

• Option B: Contractor shall retain ownership of all work product, inventions, and deliverables created by Contractor under this agreement.

• Assignment: Contractor hereby assigns to Client all right, title, and interest in and to any work product, inventions, or deliverables created under this agreement, including all copyrights and patents.

• Option A: Contractor waives all moral rights in the work product.

9. Confidentiality

• Contractor agrees to hold all Client confidential information in strict confidence and not to disclose such information to any third party.

• Option A: Confidential Information includes, but is not limited to, [Description of Confidential Information].

• Option B: Contractor shall comply with all applicable data protection laws and regulations.

10. Conflict of Interest and Non-Solicitation

• Contractor warrants that they do not have any conflict of interest that would interfere with their ability to perform the services under this agreement.

• Option A: During the term of this agreement and for a period of [Number] months thereafter, the Contractor shall not solicit the Client's employees.

• Option B: During the term of this agreement and for a period of [Number] months thereafter, the Contractor shall not solicit the Client's vendors.

11. Indemnification and Liability

• Contractor shall indemnify, defend, and hold harmless Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to Contractor’s performance of the services under this agreement.

• Option A: Contractor shall indemnify Client against damages arising from Contractor's negligence.

• Option B: Contractor shall indemnify Client against damages arising from Contractor's misconduct.

• Option C: Contractor shall indemnify Client against damages arising from Contractor's breach of contract.

• Limitation of Liability: Client's liability under this agreement shall be limited to the amount of fees paid to Contractor.

12. Warranty

• Contractor warrants that the services will be performed in a professional and workmanlike manner.

• Option A: Contractor warrants that the services shall conform to industry standards.

• Option B: Contractor warrants that the services will be free from defects for a period of [Number] days.

• Option C: Client’s sole and exclusive remedy for any breach of warranty will be re-performance of services.

• Option D: No warranties are provided under this agreement.

13. Amendment

• This agreement may be amended only by a written instrument signed by both parties.

14. Dispute Resolution

• Any dispute arising out of or relating to this agreement shall be resolved through:

• Option A: Negotiation between the parties.

• Option B: Mediation in [City, Iowa].

• Option C: Arbitration in [City, Iowa].

• Option D: Litigation in the state courts of Iowa.

• Governing Law: This agreement shall be governed by and construed in accordance with the laws of the State of Iowa.

15. Representations and Warranties

• Both parties represent and warrant that they have the authority to enter into this agreement.

• Both parties represent and warrant that their performance of this agreement will not violate any other agreement to which they are a party.

• Option A: Contractor represents and warrants that they have the necessary skills and experience to perform the services under this agreement.

16. Notices

• All notices under this agreement shall be in writing and shall be deemed to have been duly given when:

• Option A: Delivered personally.

• Option B: Sent by certified mail, return receipt requested.

• Option C: Sent by email to [Client Email] (for Client) and [Contractor Email] (for Contractor).

• Client's address for notices: [Client Address].

• Contractor's address for notices: [Contractor Address].

17. Force Majeure

• Neither party shall be liable for any failure to perform its obligations under this agreement to the extent that such failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, or government action.

18. Miscellaneous

• Entire Agreement: This agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

• 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: This agreement may not be assigned by either party without the prior written consent of the other party.

• Survival: The provisions of Sections 8, 9, 10, 11, and 14 shall survive the termination of this agreement.

• Counterparts: This agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

• Electronic Signatures: This agreement may be executed by electronic signature, which shall be considered binding.

19. Iowa Specific Considerations

• Worker Classification: The parties acknowledge and agree that the Contractor is an independent contractor based on the following factors under Iowa law: [List Iowa Department of Revenue Factors]. This Agreement does not create an employer-employee relationship as defined in Iowa Code chapter 85.

• Indemnity and Non-Compete: The parties agree that any indemnity or non-compete provisions contained herein shall be interpreted and enforced in accordance with applicable Iowa law, including limitations on scope, duration, and geography.

• Option A (Workers' Compensation Waiver): Contractor acknowledges that they are not eligible for workers' compensation benefits under Iowa law due to their status as an independent contractor.

• Option B (Non-Discrimination): Contractor shall comply with all applicable Iowa laws prohibiting discrimination in employment.

• Tax Obligations: Contractor is responsible for all applicable Iowa sales or local taxes related to the services performed under this Agreement.

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

____________________________

[Client Name], [Client Title]

____________________________

[Contractor Name], [Contractor Title]

Effective Date: [Effective Date]