Kansas independent contractor agreement template

Kansas Independent Contractor Agreement

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

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

1. Scope of Services

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

• Option A: Project Description: [Specific Project Name/Description].
• Option B: Service Requirements: [List of Required Tasks/Deliverables].
• Option C: Expected Outcomes: [Specific Measurable Results].
• Milestones: [List of Milestones and Deadlines].
• Work Location:
  • Option A: Remote.
  • Option B: Onsite at [Client Address].
  • Option C: Hybrid - [Specify Remote/Onsite Schedule].

2. Independent Contractor Status

Contractor is an independent contractor of Client. This Agreement is not intended to create an employer-employee relationship.

• Option A: Client shall not control or direct the manner or means by which Contractor performs the services. Contractor has the right to control the details of the work.
• Option B: Contractor is not entitled to any employee benefits, including but not limited to, health insurance, paid time off, or retirement benefits.
• Option C: Contractor may, at its own expense, employ or engage the services of subcontractors to perform all or part of the services under this Agreement, subject to Client approval (if required): [Yes/No, and Conditions if Yes].
• Option D: Reporting Obligations: Contractor will provide reports to Client as follows: [Specify Reporting Frequency and Content].

3. Term and Termination

The term of this Agreement shall commence on [Start Date].

• Option A: Duration:
  • Until completion of the services described in Section 1.
  • Fixed term of [Number] months, expiring on [End Date].
  • Indefinite term, terminable as provided below.
• Option B: Renewal/Extension:
  • This agreement shall automatically renew for successive [Number] month terms, unless either party gives written notice of termination at least [Number] days prior to the end of the then-current term.
  • Any extension of the term must be in writing and signed by both parties.
• Option C: Termination:
  • Either party may terminate this Agreement for convenience upon [Number] days written notice to the other party.
  • This Agreement shall automatically terminate upon completion of the services described in Section 1.
  • Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within [Number] days after written notice of the breach.

4. Compensation

Client shall compensate Contractor as follows:

• Option A: Flat Fee: [Dollar Amount] for the completion of the services.
• Option B: Hourly Rate: [Dollar Amount] per hour.
• Option C: Per Project: [Dollar Amount] per project, as defined in Exhibit A.
• Option D: Milestone Payments: Payments shall be made according to the following milestones: [List Milestones and Corresponding Payment Amounts].
• Payment Schedule: [Specify Payment Frequency, e.g., Bi-weekly, Monthly, Upon Completion].
• Invoicing Requirements: Contractor shall submit invoices to Client at [Invoice Email Address/Mailing Address].
• Expenses:
  • Option A: Client shall reimburse Contractor for reasonable and pre-approved expenses incurred in connection with the performance of the services. [Specify Expense Categories].
  • Option B: Client shall not reimburse Contractor for any expenses.

5. Taxes

Contractor is solely responsible for all federal, state, and local taxes, and other assessments arising out of Contractor's performance of services under this Agreement. Client will not withhold any taxes from payments made to Contractor.

• Option A: Client will issue a 1099-NEC form to Contractor if required by the IRS.

6. Intellectual Property

• Option A: Work for Hire: All work product created by Contractor under this Agreement shall be considered "work made for hire" and shall be owned exclusively by Client.
• Option B: Assignment: Contractor hereby assigns to Client all right, title, and interest in and to all inventions, works of authorship, and other intellectual property created by Contractor under this Agreement.
• Option C: Contractor retains all rights to intellectual property created prior to this agreement.
• Company Use of Deliverables: Client shall have the right to use, reproduce, and distribute the deliverables created by Contractor for any purpose.
• Moral Rights Waiver: Contractor waives any and all moral rights in the work product.

7. Confidentiality

Contractor agrees to hold Client’s confidential information in strict confidence.

• Definition of Confidential Information: [Define Confidential Information, e.g., trade secrets, business plans, customer lists].
• Duration: This obligation of confidentiality shall continue during the term of this Agreement and for [Number] years after termination.
• Exclusions: This obligation shall not apply to information that is publicly available, already known to Contractor, or received from a third party without restriction.
• Remedies for Breach: Client shall be entitled to injunctive relief and monetary damages for any breach of this confidentiality provision.

8. Non-Solicitation/Non-Competition/Non-Circumvention (Consult Kansas Law)

• Option A: Non-Solicitation: During the term of this Agreement and for a period of [Number] months after termination, Contractor shall not solicit, directly or indirectly, any of Client’s employees or customers. Geographic Scope: [Specify Geographic Scope, e.g., Kansas, United States].
• Option B: Non-Competition: During the term of this Agreement and for a period of [Number] months after termination, Contractor shall not engage in any business that competes with Client’s business. Geographic Scope: [Specify Geographic Scope].
• Option C: Non-Circumvention: Contractor agrees not to circumvent Client in any business opportunities for a period of [Number] months.
• Option D: These provisions are not included in this agreement.

Note: These clauses should be reviewed carefully for enforceability under Kansas law, which disfavors broad restraints of trade.

9. Termination Provisions

• Termination for Convenience: Either party may terminate this Agreement for convenience upon providing [Number] days' written notice to the other party.
• Termination for Cause: Client may terminate this Agreement for cause if Contractor breaches any material term of this Agreement.
  • Definition of Breach: [Define What Constitutes a Material Breach].
  • Cure Period: Contractor shall have [Number] days to cure the breach after receiving written notice.
• Effect of Termination: Upon termination, Contractor shall return all Client property and Client shall pay Contractor for all services performed up to the date of termination.
• Post-Termination Assistance:
  • Option A: Contractor shall provide reasonable assistance to Client in transitioning the services to another provider.
  • Option B: No post-termination assistance is required.

10. Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas.

• Venue: Any legal action arising out of this Agreement shall be brought in the state or federal courts located in [County Name] County, Kansas.
• Option A: Mediation: The parties agree to attempt to resolve any disputes through mediation before resorting to litigation.
• Option B: Arbitration: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.
• Attorney's Fees: The prevailing party in any legal action or arbitration shall be entitled to recover its reasonable attorney's fees and costs.

11. Representations and Warranties

• Contractor represents and warrants that it has the right to perform the services under this Agreement and that its performance will not violate any third-party rights.
• Client represents and warrants that it has the authority to enter into this Agreement.
• Option A: Contractor warrants that all services will be performed in a professional and workmanlike manner.
• Option B: No additional warranties are provided.

12. Indemnification

Each party agrees to indemnify and hold harmless the other party from any claims, damages, or liabilities arising out of its negligence, misconduct, or violation of law.

• Option A: Mutual Indemnity: Both parties agree to indemnify each other.
• Option B: Contractor Indemnity Only: Contractor agrees to indemnify Client.
• Exclusion of Certain Liabilities: Neither party shall be liable for consequential, incidental, or punitive damages.

13. Insurance

• Option A: Contractor shall maintain the following insurance coverage:
  • Professional Liability Insurance: [Dollar Amount]
  • General Liability Insurance: [Dollar Amount]
  • Workers’ Compensation Insurance: (if required by Kansas law) [Dollar Amount]
• Option B: No insurance is required.
• Contractor shall provide Client with certificates of insurance evidencing such coverage.

14. Document Retention/Access to Records (Optional)

• Option A: Contractor shall maintain accurate records of all services performed and shall make such records available to Client for inspection upon reasonable notice.
• Option B: These provisions are not included.

15. Notices

All notices under this Agreement shall be in writing and shall be delivered by:

• Option A: Mail: Certified or registered mail, return receipt requested, to the addresses listed above.
• Option B: Email: To the following email addresses: [Client Email Address] and [Contractor Email Address].

16. Assignment/Subcontracting

• Option A: Contractor may not assign this Agreement without the prior written consent of Client.
• Option B: Contractor may subcontract portions of the services with Client's approval.
• Client shall have the right to approve or reject any proposed subcontractors.

17. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event, such as acts of God, war, or government regulation.

• Impact on Fees/Deadlines: In the event of a force majeure event, the fees and deadlines may be adjusted by mutual agreement of the parties.

18. Amendments

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

• Option A: Digital signatures are permitted.

19. Entire Agreement/Severability/Waiver/Survival

• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions and agreements.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Survival: The provisions of Sections 6, 7, 8, 10, 12, and 19 shall survive the termination of this Agreement.

20. Kansas-Specific Provisions

• Contractor acknowledges and agrees to comply with the Kansas Worker Classification Act.
• The parties acknowledge that the following factors are considered in determining independent contractor status under Kansas law: behavioral control, financial control, and the nature of the relationship.
• Contractor represents that it has obtained all necessary licenses and permits required to perform the services in Kansas. [List Licenses/Permits].

21. Privacy and Data Security (Optional)

• Option A: Contractor agrees to comply with all applicable privacy and data security laws and regulations. [Specify Relevant Laws/Regulations].
• Option B: These provisions are not included.

22. Exhibits

The following exhibits are attached to and incorporated into this Agreement:

• Exhibit A: [Description of Exhibit, e.g., Detailed Specifications, Rate Card].
• Exhibit B: [Client Property Policies]

(Any non-applicable sections may be removed based on the actual engagement and preferences of the parties.)

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

[Client Full Legal Name]

By: [Client Signature]

[Client Printed Name]

[Contractor Full Legal Name]

By: [Contractor Signature]

[Contractor Printed Name]