Kansas IT independent contractor agreement template

Kansas IT Independent Contractor Agreement

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

[Client Legal Name], a [Client Business Type, e.g., Kansas Corporation], with its principal place of business at [Client Business Address] (“Client”),

and

[Contractor Legal Name], a [Contractor Business Type, e.g., Sole Proprietorship, LLC], with its principal place of business/residence at [Contractor Business Address] (“Contractor”).

Scope of IT Services

Option A: General Services

Contractor shall provide the following IT services to Client: [Detailed Description of Services, e.g., Software Development, Network Administration, Cybersecurity Consultation].

Option B: Project-Specific Services

Contractor shall provide the following IT services related to the [Project Name] project: [Detailed Description of Services, Deliverables, Functional Requirements, Service-Level Standards, Technology Stack, Project Milestones, Performance Metrics, Deadlines, Periodic Reporting, Acceptance Testing, Revision Protocols].

Work Location and Resources

Option A: On-Site Work

Contractor shall perform services primarily at Client's premises located at [Client Address]. Contractor will have access to the following client infrastructure: [List of Access, e.g., VPN, Servers, Credentials].

Option B: Remote Work

Contractor shall perform services remotely. Contractor is responsible for providing all necessary equipment and resources.

Option C: Hybrid Work

Contractor shall perform services both on-site at [Client Address] and remotely, as required by Client. On-site support expectations are: [Description of Expectations].

Contractor shall be available during the following hours: [Hours of Service Availability]. Communication channels will be: [Communication Channels, e.g., Email, Phone, Slack].

Compensation and Payment

Option A: Hourly Rate

Client shall pay Contractor an hourly rate of [Dollar Amount] per hour.

Option B: Project-Based Fee

Client shall pay Contractor a fixed fee of [Dollar Amount] for the completion of the services outlined in Section 1.

Option C: Milestone-Based Payment

Client shall pay Contractor according to the following milestone schedule:

Milestone 1: [Description] - [Dollar Amount]

Milestone 2: [Description] - [Dollar Amount]

Milestone 3: [Description] - [Dollar Amount]

Contractor shall submit invoices to Client [Frequency, e.g., Bi-weekly, Monthly]. Invoices must include: [Required Documentation, e.g., Time Sheets, Project Updates]. Client shall pay invoices within [Number] days of receipt. Late payments shall accrue interest at the rate of [Interest Rate]% per month, as permitted by Kansas statutes (K.S.A. 16-1301 et seq.).

Contractor is solely responsible for all self-employment taxes, estimated taxes, and other taxes related to payments received under this Agreement. Client will not withhold any taxes. Contractor is responsible for all applicable Kansas and federal taxes, and sales tax obligations for taxable IT services under Kansas law, if any.

Data Security and Confidentiality

Contractor shall comply with all applicable data protection statutes and best industry practices, including [Specific Standards, e.g., NIST, ISO 27001]. Contractor shall protect Client data and systems from unauthorized access, use, or disclosure.

Contractor shall implement and maintain appropriate security measures, including [Specific Security Measures, e.g., strong passwords, encryption, access controls].

Contractor shall promptly notify Client of any data breach or security incident. Upon termination of this Agreement, Contractor shall securely return or destroy all Client data.

Intellectual Property

Option A: Work-for-Hire

All work product, code, inventions, and documentation created by Contractor under this Agreement shall be considered "work-for-hire" and shall be the sole property of Client. Contractor hereby assigns all rights, title, and interest in such work product to Client.

Option B: License

Client shall have a [Type of License, e.g., perpetual, non-exclusive] license to use the work product created by Contractor under this Agreement. The terms of this license are as follows: [Detailed License Terms].

Contractor acknowledges the use of [List of Open-Source Software] and will ensure compliance with their respective licenses.

Non-Disclosure Agreement

Contractor shall not use or disclose any Confidential Information of Client, including but not limited to trade secrets, customer lists, financial information, and business strategies. This obligation shall survive the termination of this Agreement.

Independent Contractor Status

Contractor is an independent contractor and not an employee, agent, or partner of Client. This Agreement does not create an employer-employee relationship under Kansas law. Contractor is not eligible for any benefits, workers' compensation, or unemployment insurance from Client. Contractor is responsible for all self-employment taxes, insurance (including professional liability, if applicable), business licenses, and other legal registrations required by Kansas law.

Non-Solicitation and Non-Compete (If Applicable)

Option A: Non-Solicitation

During the term of this Agreement and for a period of [Number] months following its termination, Contractor shall not solicit, directly or indirectly, any employee or customer of Client.

Option B: Non-Compete (Review Kansas Law for Enforceability)

During the term of this Agreement and for a period of [Number] months following its termination, within a geographic area of [Geographic Area, e.g., Kansas City Metropolitan Area], Contractor shall not engage in any business that competes with Client's [Specific Business Activities]. This clause is intended to protect legitimate business interests and is no broader than necessary.

Option C: No Non-Solicitation or Non-Compete

This agreement does not contain any non-solicitation or non-compete clauses.

Sub-Contracting

Contractor shall not sub-contract any portion of the services without the prior written consent of Client. Any sub-contractor must comply with all terms of this Agreement, including confidentiality and intellectual property provisions.

Insurance

Contractor shall maintain the following insurance coverage:

Professional Liability Insurance: [Dollar Amount] per occurrence

Cyber Liability Insurance: [Dollar Amount] per occurrence

General Liability Insurance: [Dollar Amount] per occurrence

Contractor shall provide Client with proof of insurance upon request.

Liability and Indemnification

Contractor shall be liable for any damages caused by Contractor's negligence or willful misconduct.

Contractor shall indemnify and hold Client harmless from any claims, losses, or expenses arising out of Contractor's performance of this Agreement, to the extent permitted by Kansas law.

Termination

This Agreement shall terminate on [Date], unless earlier terminated as provided herein.

Either party may terminate this Agreement upon [Number] days written notice to the other party.

Client may terminate this Agreement immediately for cause, including breach of this Agreement, non-performance, security incident, or legal non-compliance.

Upon termination, Contractor shall deliver to Client all work product, access credentials, and intellectual property. Contractor shall be compensated for work completed up to the effective date of termination.

Dispute Resolution

The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation. If negotiation fails, the parties shall attempt to resolve the dispute through mediation. If mediation fails, the parties may pursue other legal remedies. This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas. Venue for any legal action shall be in the state courts located in [County Name] County, Kansas, or a mutually agreed upon arbitration location within Kansas.

Compliance

Contractor shall comply with all applicable Kansas statutes, federal laws, and industry-specific standards or certifications, including but not limited to [List Specific Laws/Standards, e.g., HIPAA, PCI-DSS]. Contractor shall promptly notify Client of any material changes, major incidents, or regulatory investigations.

Amendments

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

Entire Agreement

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

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.

Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, or government regulation.

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]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title, e.g., Owner, CEO] (If Applicable)