Iowa IT independent contractor agreement template

Iowa IT Independent Contractor Agreement

This Iowa IT Independent Contractor Agreement ("Agreement") is made and entered into as of [Date], by and between:

[Client Legal Name], a [State of Incorporation/Formation] [Entity Type] with its principal place of business at [Client Business Address], hereinafter referred to as "Client," and Federal Tax ID/EIN: [Client Tax ID], and

[Contractor Legal Name], a [State of Incorporation/Formation] [Entity Type] with its principal place of business at [Contractor Business Address], hereinafter referred to as "Contractor," and Federal Tax ID/EIN or SSN: [Contractor Tax ID/SSN].

1. Scope of Services

The Contractor agrees to provide the following IT services to the Client (the "Services"):

Option A: [Detailed Description of IT Services, e.g., Network Administration, Software Development, Cybersecurity Assessments, Hardware Maintenance, Data Migration, Cloud Solution Implementation, Helpdesk Support, IT Consulting]. Include specific tasks, responsibilities, and deliverables.

Option B: As described in Exhibit A attached hereto and incorporated herein.

Option C: Services will be defined in individual work orders issued by Client and accepted by Contractor (see Section 3).

The scope of the Services includes, but is not limited to: [List specific tasks, responsibilities, technical standards, anticipated deliverables, performance criteria, project timelines, milestones, and reporting schedules].

2. Work Location

The Services shall be performed at the following location:

Option A: On-site at the Client's premises located at [Client Location Address].

Specific On-site Requirements: [e.g., days of the week, hours of operation, security protocols, access requirements]

Option B: At the Contractor's premises.

Option C: Remotely.

Remote Access Protocols: [Specify protocols for remote access, VPN, security requirements].

3. Work Orders

Option A: All Services shall be governed by this Agreement.

Option B: Specific projects will be governed by individual work orders (each, a "Work Order") issued by the Client and accepted by the Contractor. Each Work Order shall include:

A detailed description of the Services to be performed.

The deliverables to be provided.

The timeline for completion.

The compensation for the Services.

Any other specific terms and conditions applicable to the project.

4. Equipment and Resources

The following equipment, software, licenses, system access credentials, and technology tools will be provided/required as follows:

Option A: Client will provide: [List of items provided by Client].

Option B: Contractor will provide: [List of items provided by Contractor].

Option C: A combination of A and B with specifications of who supplies which item.

The Contractor is responsible for ensuring that all equipment and software used in the performance of the Services are legally acquired and properly licensed. Contractor agrees to comply with all Client or third-party system policies.

5. Data Security and Confidentiality

Contractor acknowledges that they may have access to confidential information belonging to the Client. Contractor agrees to comply with all applicable Iowa laws, including Iowa's Personal Information Security Breach Notification laws, and industry standards (e.g., NIST, HIPAA, PCI DSS) regarding data security and privacy.

Option A: Specifically, Contractor will adhere to the following Client policies: [List Client policies related to data security and confidentiality].

Option B: Contractor will implement the following security measures: [List security measures implemented by Contractor, e.g., encryption, access restriction, data retention policies].

Contractor agrees to securely transmit, store, and destroy all Client data. Upon termination of this Agreement, Contractor will return or destroy all Client data in their possession.

6. Intellectual Property

Option A: All software code, documentation, databases, system designs, inventions, and customized tools created by the Contractor in the course of performing the Services shall be considered "work made for hire" and shall be owned exclusively by the Client.

Option B: Contractor shall retain ownership of all pre-existing intellectual property, including but not limited to [List specific examples of Contractor's pre-existing IP]. Client shall own all deliverables created specifically for this project.

Option C: The parties shall agree on the allocation of intellectual property rights in each Work Order.

7. Compensation and Payment

The Client shall compensate the Contractor as follows:

Option A: Hourly Rate: [Dollar amount] per hour.

Option B: Daily Rate: [Dollar amount] per day.

Option C: Fixed Project Price: [Dollar amount] for the entire project.

Option D: Milestone Based Payments: [Dollar amount] upon completion of [Specific Milestone].

The payment schedule is as follows: [Specify payment schedule, e.g., bi-weekly, monthly, upon completion of milestones]. Payment will be made via [Payment Method, e.g., check, electronic transfer].

Contractor is required to submit IRS Form W-9 to Client. The Client shall pay the Contractor within [Number] days of receipt of a properly submitted invoice, as required under Iowa’s Prompt Payment Act.

Late payment penalties: [Specify penalties for late payment]. Fee disputes: [Specify procedure for fee disputes].

8. Independent Contractor Status

The Contractor is an independent contractor and not an employee, partner, or agent of the Client. This Agreement does not create an employer-employee relationship.

Option A: The Contractor is solely responsible for all federal and Iowa state taxes, local business licenses, unemployment insurance, and workers' compensation insurance (or a waiver thereof, in compliance with Iowa Workforce Development requirements).

Option B: The Contractor acknowledges that they are not entitled to any employee benefits, including but not limited to health insurance, retirement plans, or paid time off.

The Contractor shall not make any commitments or incur any liabilities on behalf of the Client.

9. Representations and Warranties

The Contractor represents and warrants that:

They are qualified and licensed to perform the Services in Iowa.

They will comply with all applicable Iowa statutes and regulations for IT services.

They will use legally acquired software in the performance of the Services.

They will adhere to ethical and industry best practices.

They have the right to perform the Services without violating any third-party agreements.

10. Limitation of Liability

The Client shall not be liable for any damages arising from service interruption, data loss, security breaches, or third-party claims, except to the extent caused by the Client's gross negligence or willful misconduct.

Option A: In no event shall the Client's liability exceed the amount paid to the Contractor under this Agreement.

Option B: Contractor agrees to indemnify and hold harmless the Client from and against any and all claims, losses, liabilities, and expenses (including attorney's fees) arising out of or relating to the Contractor's performance of the Services.

Insurance Requirements: Contractor shall maintain, at its own expense, [Specify types of insurance required, e.g., cyber liability, professional liability/errors & omissions] with coverage amounts of [Specify coverage amounts].

11. Breach and Remediation

Option A: In the event of a breach of this Agreement, the non-breaching party shall provide written notice to the breaching party, specifying the nature of the breach and the steps required to cure it.

Option B: Contractor shall immediately notify Client upon discovery of any suspected data security incident or breach of confidentiality obligations, in compliance with Iowa breach notification laws.

Service Level Agreements (SLAs): [Define any service level agreements or uptime guarantees].

12. Term and Termination

This Agreement shall commence on [Start Date] and shall continue for a term of [Number] [Months/Years].

Option A: This Agreement shall automatically renew for successive [Number] [Months/Years] terms unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.

Option B: Either party may terminate this Agreement for cause upon [Number] days written notice.

Option C: The Client may terminate this Agreement for convenience upon [Number] days written notice.

Upon termination, the Contractor shall: [Specify obligations upon termination, e.g., transition assistance, final data transfer, return or destruction of client data, keys, and deliverables]. Final compensation and expense settlement: [Specify method for final compensation and expense settlement].

13. Subcontracting and Assignment

Option A: The Contractor may not subcontract any portion of the Services without the prior written consent of the Client.

Option B: The Contractor may subcontract [Specify which Services may be subcontracted] with the prior written consent of the Client.

The Contractor shall remain responsible for the performance of any subcontractors.

14. Non-Solicitation and Non-Competition

Option A: During the term of this Agreement and for a period of [Number] [Months/Years] following its termination, the Contractor shall not solicit or hire any employee or contractor of the Client.

Option B: During the term of this Agreement and for a period of [Number] [Months/Years] following its termination, within a radius of [Number] miles from [Client's Business Location], the Contractor shall not engage in any business that is directly competitive with the Client’s business, to the extent such restriction is enforceable under Iowa law.

Option C: Non-circumvention: Contractor agrees not to circumvent or attempt to circumvent the Client's relationships with its customers or suppliers.

15. Dispute Resolution

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

Option A: The parties shall first attempt to resolve the dispute through good faith negotiation.

Option B: If negotiation is unsuccessful, the parties shall submit the dispute to mediation in [City, Iowa].

Option C: If mediation is unsuccessful, the parties shall submit the dispute to binding arbitration in [City, Iowa].

This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa. The venue for any legal action shall be in [Iowa County] County, Iowa.

16. Miscellaneous

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

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

Amendment: This Agreement may be amended only by a written instrument signed by both parties.

Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Electronic Signatures: Electronic signatures shall be accepted as valid and binding.

Notices: All notices shall be in writing and shall be delivered by [Specify delivery methods, e.g., certified mail, email] to the addresses set forth above.

17. Compliance with Laws

Contractor shall comply with all applicable federal, state, and local laws and regulations, including but not limited to export control regulations, security clearance requirements, and government contracting rules, if applicable. Contractor shall provide Client with recordkeeping and audit access to demonstrate compliance with this agreement and Iowa law. Contractor shall comply with Iowa Sunshine laws and public record requests if applicable.

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]

Date: [Date]

[Contractor Legal Name]

By: [Contractor Representative Name]

Title: [Contractor Representative Title]

Date: [Date]