Louisiana IT independent contractor agreement template

Louisiana IT Independent Contractor Agreement

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

[Client Full Legal Name], a [Client Entity Type, e.g., Corporation, LLC, Individual], with its principal place of business at [Client Physical Address] ("Client"), and email address [Client Email Address], and

[Contractor Full Legal Name], a [Contractor Entity Type, e.g., Corporation, LLC, Individual], with its principal place of business at [Contractor Physical Address] ("Contractor"), and email address [Contractor Email Address].

1. Scope of IT Services

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

Option A: [Description of Services, e.g., Software Development, Hardware Support]. Detailed specifications are outlined in Exhibit A.

Option B: [Alternative Description of Services, e.g., System Administration, Cybersecurity Consulting]. Specific deliverables are outlined in Exhibit B.

• Technical Requirements: [List Technical Requirements]
• Performance Standards: [List Performance Standards]
• Acceptance Criteria: [List Acceptance Criteria]

2. Work Location and Availability

The Contractor shall perform the Services:

Option A: Onsite at the Client's premises located at [Client Physical Address].

Option B: Remotely within the State of Louisiana.

Option C: Hybrid: [Specify Onsite/Remote Arrangement].

• Availability: Contractor shall be available [Days of Week], from [Start Time] to [End Time] Central Time.
• Response Time: Contractor shall respond to inquiries within [Number] hours.
• Onsite Security/Access Procedures: [Describe Onsite Security/Access Procedures].

3. Technology and Equipment

Option A: Client will provide all necessary hardware and software.

• Hardware Provided: [List Hardware]
• Software Provided: [List Software]
• Configuration Standards: [Describe Configuration Standards]

Option B: Contractor will provide all necessary hardware and software.

Option C: [Specify which party provides which equipment].

• Return of Client-Owned Equipment: Upon termination of this Agreement, the Contractor shall return all Client-owned equipment in good working order, less reasonable wear and tear, within [Number] days.

4. Payment

The Client shall pay the Contractor as follows:

Option A: Hourly rate of [Dollar Amount] per hour.

Option B: Project-based fee of [Dollar Amount].

Option C: Retainer of [Dollar Amount] per [Month/Quarter/Year].

Option D: Milestone-based payments as outlined in Exhibit C.

• Invoicing Frequency: [Weekly/Bi-weekly/Monthly].
• Required Documentation: [List Required Documentation, e.g., Time Sheets, Progress Reports].
• Late Payment Penalty: Payments not received within [Number] days of the invoice date shall accrue interest at a rate of [Percentage]% per month, or the maximum rate permitted by Louisiana law, whichever is lower.
• Tax Obligations: Contractor is solely responsible for all federal, Louisiana state, and local tax obligations, including self-employment taxes, and for filing all necessary tax returns.

5. Intellectual Property Rights

Option A: Client shall own all intellectual property rights in the work product created by the Contractor under this Agreement.

Option B: Contractor shall retain all intellectual property rights in the work product, but grants Client a [Type of License, e.g., perpetual, non-exclusive] license to use the work product.

Option C: [Specify Ownership of Specific Items, e.g., Code, Documentation].

• Custom Software: All custom software developed under this Agreement shall be [Owned by Client/Licensed to Client].
• Open-Source Licensing: Any use of open-source components shall comply with the applicable open-source licenses.

6. Data Ownership, Privacy, and Cybersecurity

Data Ownership: Client owns all data processed or stored by the Contractor in connection with the Services.

Data Privacy: Contractor shall comply with all applicable Louisiana laws regarding personal data protection, including but not limited to [Cite Louisiana Statutes].

Confidentiality: Contractor shall maintain the confidentiality of all Client data.

Cybersecurity Measures: Contractor shall implement industry-standard security practices, including [List Security Practices, e.g., Encrypted Communications, Secure Data Storage].

• Incident Reporting: Contractor shall report any data breach or security incident to Client within [Number] hours.

7. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client. This Agreement shall be interpreted consistent with Louisiana Revised Statutes (RS 23:1021(7)).

• Contractor is not eligible for worker's compensation, unemployment insurance, or any other employment benefits from Client.
• Contractor is responsible for all federal, Louisiana state, and local tax compliance, self-employment taxes, and required business registrations or local permits.

8. Non-Disclosure Agreement (NDA)

Contractor shall not disclose any confidential information of the Client to any third party. Confidential information includes, but is not limited to, [List Examples of Confidential Information].

9. Non-Circumvention, Non-Solicitation, and Non-Competition

Non-Circumvention: During the term of this Agreement and for a period of [Number] months thereafter, Contractor shall not circumvent the Client's business relationships.

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

Non-Competition: During the term of this Agreement and for a period of [Number] months thereafter, within the geographic area of [Specify Geographic Area, in compliance with Louisiana RS 23:921], Contractor shall not engage in any business that competes with the Client’s business of [Describe Client Business].

10. Liability and Indemnification

Contractor shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or related to:

• Contractor's breach of this Agreement.
• Contractor's negligence or willful misconduct.
• Harm caused by malware, data breaches, or system downtime attributable to Contractor's actions or omissions.

Contractor shall maintain [Specify Insurance Type, e.g., professional liability, cybersecurity, errors and omissions] insurance with minimum coverage of [Dollar Amount].

11. Limitation of Liability

Client's liability to Contractor shall be limited to the amount of fees paid to Contractor under this Agreement.

• Client shall not be liable for any indirect, incidental, consequential, or special damages.
• Force Majeure: Neither party shall be liable for delays or failures to perform due to causes beyond its reasonable control.

12. Term and Termination

Term: 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.

Termination: Either party may terminate this Agreement:

• Option A: Upon [Number] days written notice for any reason.
• Option B: Immediately upon written notice if the other party materially breaches this Agreement.
• Obligations on Termination: Upon termination, Contractor shall:
• Securely return or destroy all Client data.
• Transfer all credentials to Client.
• Deliver all completed deliverables.

13. Change Management

Any changes to the scope of Services shall be documented in a written change order signed by both parties.

• Change Order Form: [Specify Change Order Form or Procedure].
• Effect on Timelines and Billing: Changes may affect timelines and billing rates, as agreed upon in the change order.
• Authority to Approve Changes: [Specify who has authority to approve changes].

14. Communication Protocols

• Project Management Tools: [Specify Project Management Tools].
• Reporting Requirements: Contractor shall provide [Specify Reporting Requirements and Frequency].
• Frequency of Meetings: [Specify Frequency of Meetings].
• Escalation Pathways: [Describe Escalation Pathways].
• Designated Points of Contact:
• Client: [Client Contact Name], [Client Contact Title].
• Contractor: [Contractor Contact Name], [Contractor Contact Title].

15. Dispute Resolution

Any dispute arising out of or related to this Agreement shall be resolved as follows:

• Initial Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation.
• Mediation: If negotiation fails, the parties shall submit the dispute to mediation in accordance with Louisiana state law.
• Arbitration/Litigation:
• Option A: Any dispute not resolved through mediation shall be submitted to binding arbitration in [City, Louisiana].
• Option B: Any dispute not resolved through mediation shall be resolved in the state or federal courts located in [Parish Name] Parish, Louisiana.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Louisiana.

16. Warranty

Contractor warrants that the Services shall be performed in a professional and workmanlike manner.

• Warranty Period: [Number] days from the date of delivery.
• Remedying Defects: Contractor shall remedy any defects in the Services during the warranty period.
• Client Responsibilities: Client shall provide Contractor with reasonable access to its systems and data for the purpose of remedying defects.

17. Compliance with Laws

Contractor shall comply with all applicable federal and Louisiana laws and regulations.

• Data Security: Contractor shall comply with all applicable data security laws.
• Export Control: Contractor shall comply with all applicable export control laws.
• Software Licensing: Contractor shall comply with all applicable software licensing agreements.

18. Business Licensure and Certifications

Contractor shall maintain all necessary business licenses, registrations, and certifications required to perform the Services in Louisiana.

• [List Specific Licenses/Registrations/Certifications Required].

19. Subcontractors

Contractor shall not use any subcontractors without the prior written consent of the Client.

• Subcontractor Agreements: Any agreements with subcontractors shall include the same confidentiality and IP protections as this Agreement.

20. Record Retention

Contractor shall maintain records of all Services performed under this Agreement for a period of [Number] years, as required by Louisiana law.

21. Amendment

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

22. Entire Agreement

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

23. Severability

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

24. Assignment

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

25. Waiver

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

26. Background Checks

Client reserves the right to perform background or security clearances on Contractor, if required by the type of IT project or client industry.

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

[Client Full Legal Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Contractor Full Legal Name]

By: [Contractor Representative Name]

Title: [Contractor Representative Title]

Exhibits:

• Exhibit A: [Title of Exhibit A]
• Exhibit B: [Title of Exhibit B]
• Exhibit C: [Title of Exhibit C]