Kentucky IT independent contractor agreement template

Kentucky IT Independent Contractor Agreement

This Kentucky 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."

Client and Contractor agree as follows:

1. Scope of Services

The Contractor shall provide the following IT services to the Client: [Detailed Description of IT Services. E.g., Software Development, Network Administration, IT Consulting. Include specific technologies, platforms, etc. Be very specific about Deliverables].

Option A: The Contractor will adhere to the following milestones: [List Milestones with specific dates/deadlines].

Option B: The Contractor will provide services according to the following Service Level Agreement (SLA): [Attach SLA document or detail key performance indicators such as uptime, response time, etc.].

Option C: Project Acceptance Criteria: [Detail the criteria Client will use to determine successful project completion and acceptance].

2. Work Location and Access

The services will be performed:

Option A: Remotely. The Contractor is responsible for ensuring a secure and reliable internet connection and work environment.

Option B: On-site at the Client’s facility located at [Client Facility Address in Kentucky].

Option C: Hybrid. The Contractor will perform services remotely and on-site as needed and mutually agreed upon.

The Contractor will require access to the following Client systems: [List Systems]. Access will be granted subject to Client’s security policies.

The Contractor is responsible for providing: [List Contractor's Equipment and Software Responsibilities].

Data Security: The Contractor will handle sensitive data in accordance with Kentucky's Personal Information Security and Breach Investigation procedures (KRS § 61.931–61.934) and Client's security policies.

3. Compensation

The Client shall compensate the Contractor as follows:

Option A: Hourly rate of [Hourly Rate] per hour.

Option B: Fixed price of [Project Price] for the entire project.

Option C: Per milestone, according to the following schedule: [List Milestones and Corresponding Payments].

Option D: Monthly retainer of [Monthly Retainer Amount].

Payment Schedule: The Client shall pay the Contractor within [Number] days of receiving an invoice.

Invoicing: Invoices shall be submitted in the following format: [Specify Invoice Format]. Invoices must comply with Kentucky Department of Revenue requirements, if applicable.

Expense Reimbursement: The Client will reimburse pre-approved expenses. Expenses must be documented with receipts.

Late Payment Penalty: Late payments will accrue interest at a rate of [Interest Rate]% per month.

4. Independent Contractor Status

The parties acknowledge and agree that the Contractor is an independent contractor and not an employee of the Client. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship. This agreement should be interpreted in accordance with Kentucky Revised Statutes (KRS) § 341.070 on employment status tests.

The Contractor is responsible for providing their own health insurance, workers’ compensation insurance (if applicable), and unemployment insurance.

The Contractor is responsible for all federal and Kentucky tax filings, self-employment tax, and local occupational license tax, as may be required.

5. Intellectual Property

The parties agree that intellectual property created as part of this engagement shall be owned as follows:

Option A: All software code, databases, documentation, and inventions developed in the course of this engagement shall be considered "work for hire" under Kentucky law and owned exclusively by the Client.

Option B: The Contractor retains ownership of all intellectual property rights, but grants the Client a perpetual, non-exclusive license to use the deliverables for its internal business purposes.

Use of Pre-existing Code/Open Source: The Contractor shall clearly identify and obtain Client approval before using any pre-existing code or open-source software in the deliverables.

6. Confidentiality and Data Protection

The Contractor agrees to hold all Client information confidential and not to disclose it to any third party without the Client’s prior written consent.

The Contractor will comply with all applicable privacy laws, including Kentucky’s Personal Information Security and Breach Investigation procedures (KRS § 61.931–61.934).

Data Breach Notification: In the event of a data breach or system compromise, the Contractor will notify the Client immediately.

7. Non-Disclosure, Non-Solicitation, and Non-Compete

Non-Disclosure: The Contractor shall not disclose Client’s confidential information to any third party.

Non-Solicitation: During the term of this Agreement and for a period of [Number] months following termination, the Contractor shall not solicit the Client’s employees or customers.

Non-Compete: For a period of [Number] months following termination of this Agreement and within [Geographic Area], the Contractor shall not engage in any business that directly competes with the Client's business. This non-compete clause is subject to Kentucky’s legal standards for restrictive covenants and must be reasonable in scope and duration.

8. Authority and Limits

The Contractor has no authority to bind the Client to any contract or agreement.

The Contractor shall not make any legal representations on behalf of the Client.

The Contractor shall not access any unauthorized Client information or third-party systems.

9. Standards of Performance

The Contractor shall perform the services in a professional and workmanlike manner, consistent with industry standards.

The Contractor shall cooperate with the Client and provide regular updates on the progress of the project.

The Client shall provide the Contractor with all necessary information, hardware, software, and system credentials to perform the services.

10. Liability and Indemnification

The Contractor shall be liable for any damages caused by its negligence or willful misconduct.

The Contractor shall indemnify and hold harmless the Client from any claims arising out of the Contractor’s breach of this Agreement or violation of any law.

The Contractor shall maintain professional liability insurance/cyber liability insurance with a minimum coverage of [Amount].

11. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to a force majeure event, such as a natural disaster, act of war, cyberattack, or network outage.

12. Amendment and Assignment

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

The Contractor shall not assign this Agreement or subcontract any of its obligations without the Client’s prior written consent.

13. Termination

This Agreement shall terminate upon the completion of the services or upon [Date], unless earlier terminated as provided herein.

Either party may terminate this Agreement for cause upon [Number] days written notice. Cause includes material breach, such as confidentiality or data security lapses.

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

Upon termination, the Contractor shall return all Client property and data.

14. Dispute Resolution

The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through negotiation.

If negotiation fails, the parties agree to submit the dispute to mediation in Kentucky.

If mediation fails, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the Kentucky Arbitration Association (AAA).

15. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky.

Venue for any legal action shall be in the state or federal courts located in [County Name], Kentucky.

16. Compliance with Laws

The Contractor shall comply with all applicable federal, state, and local laws and regulations, including Kentucky’s IT-specific statutes, privacy and cybersecurity requirements.

17. Client Audits

The Client may conduct audits of the Contractor’s services, security, and compliance as required.

18. Representations and Warranties

The Contractor represents and warrants that it has the authority to enter into this Agreement, that it possesses all necessary licenses and permits to perform the services, and that the services will not infringe on the intellectual property rights of any third party.

19. Attachments

The following attachments are incorporated into this Agreement:

[List of Attachments, e.g., Project Specifications, Security Policies]

20. Entire Agreement

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

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

[Client Legal Name]

By: [Client Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title]