Michigan independent contractor agreement template

Michigan Independent Contractor Agreement

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

[Client Legal Name], a [Client Legal Entity Type, e.g., Corporation] formed in [State of Formation, if applicable], located at [Client Address] (“Client”), and

[Contractor Legal Name], a [Contractor Legal Entity Type, e.g., LLC] formed in [State of Formation, if applicable], located at [Contractor Address] (“Contractor”).

Client and Contractor are each referred to herein as a “Party” and collectively as the “Parties.”

Scope of Work

Option A: The Contractor shall perform the following services for the Client: [Description of Services]. This includes, but is not limited to: [Specific Tasks], [Project Details], and delivering [Project Deliverables] by [Deadlines].

Option B: Contractor agrees to complete the project as outlined in Exhibit A, attached hereto and incorporated by reference. Deliverables must adhere to the standards in Exhibit B.

The services shall be performed [Location of Service Delivery: e.g., On-site at Client Location, Remote, Hybrid, Client-Specified Location].

Independent Contractor Status

The Parties intend that Contractor shall be an independent contractor and not an employee of Client.

Nothing in this Agreement shall be construed as creating an employer-employee relationship, partnership, joint venture, or agency relationship between Client and Contractor.

Contractor acknowledges compliance with IRS guidelines for independent contractor classification and Michigan's ABC test requirements for independent contractors.

Term and Termination

Option A: This Agreement shall commence on [Start Date] and shall continue until [End Date].

Option B: This Agreement shall commence on [Start Date] and continue on a project-basis until the completion of the work outlined in Section 1.

Option C: This Agreement shall be effective as of the Effective Date and shall continue until terminated as provided herein.

Renewal/Extension Option: This Agreement may be renewed or extended upon mutual written agreement of the Parties.

Termination Clause: Either party may terminate this Agreement with [Number] days written notice to the other party.

Termination for Cause: Client may terminate this agreement immediately if Contractor fails to fulfill obligations, breaches the agreement, or engages in misconduct.

Compensation

Option A: Client shall pay Contractor at a rate of [Hourly Rate] per hour.

Option B: Client shall pay Contractor a fixed fee of [Project Fee] for the completion of the services.

Option C: Client shall pay Contractor according to the milestone payment schedule outlined in Exhibit C.

Option D: Client shall pay Contractor a retainer of [Retainer Amount] per [Time Period, e.g., Month], plus commission on sales closed according to the commission schedule outlined in Exhibit D.

Payment shall be made [Payment Schedule, e.g., Weekly, Monthly, Upon Completion].

Method of Payment: [Method of Payment, e.g., Check, Wire Transfer, Direct Deposit].

Reimbursement of Expenses: [Specify if expenses will be reimbursed, and if so, details and limits].

Invoicing: Contractor shall submit invoices to Client [Invoicing Schedule].

Late Payment: Late payments shall be subject to a late fee of [Percentage or Fixed Amount].

Taxes

Contractor is solely responsible for paying all federal, state, and local taxes, unemployment insurance, Social Security, FICA, and self-employment tax.

Client shall not withhold any taxes from payments made to Contractor.

Tools and Equipment

Contractor shall provide all necessary tools, equipment, and materials to perform the services.

Exception: Client shall provide the following tools, equipment, and materials: [List of Exceptions].

Access to Client Property/Systems: Contractor will have access to [Client Property/Systems] as needed to perform services. Contractor will follow all Client policies related to security and usage of these resources.

Control and Discretion

Contractor has control over the manner, means, and methods of performing the services.

Contractor shall determine their own work hours and schedule.

Optional Clauses

Exclusivity: Contractor [Shall / Shall Not] provide similar services to other clients of Client within [Geographic Area].

Subcontracting: Contractor [May / May Not] subcontract or delegate any portion of the services to qualified subcontractors.

Qualifications and Licenses: Contractor warrants that they possess all necessary qualifications, licenses, and permits required under Michigan law to perform the services.

Intellectual Property

Option A: All work product, deliverables, inventions, patents, trademarks, copyrights, and “work made for hire” created by Contractor in connection with this Agreement shall be owned by Client. Contractor assigns all related rights to Client.

Option B: Contractor shall retain ownership of pre-existing intellectual property. Client shall own any new IP created specifically for the Client's project during the contract term.

Contractor Portfolio Rights: Contractor [May / May Not] use the work product for portfolio purposes, subject to Client’s confidentiality requirements.

Confidentiality

Contractor shall maintain the confidentiality of Client’s confidential information, including but not limited to [Scope of Confidential Information].

The obligation of confidentiality shall continue [Duration, e.g., During and after the term of the Agreement, For a period of X years after termination].

Permitted Disclosures: Contractor may disclose confidential information only as required by law.

Return or Destruction of Information: Upon termination of this Agreement, Contractor shall return or destroy all Client confidential information.

Non-Solicitation

Contractor shall not solicit Client’s employees, customers, or suppliers for a period of [Duration] after the termination of this Agreement.

Non-Compete (Consult Michigan Law)

During the term of this Agreement and for a period of [Duration] after termination, Contractor shall not engage in [Description of Competitive Activity] within [Geographic Area]. This clause is intended to be enforceable under Michigan law.

Enforceability Outside Michigan: If Contractor performs services outside Michigan, the enforceability of this clause will be governed by the laws of the relevant jurisdiction.

Compliance with Laws

Contractor shall comply with all applicable federal, Michigan state, and local laws, including but not limited to minimum wage, anti-discrimination, anti-harassment, worker classification, right to work, and licensing statutes.

Indemnification and Liability

Contractor shall indemnify and hold harmless Client from any and all claims, damages, losses, and expenses arising out of Contractor’s performance of the services.

Client shall indemnify and hold harmless Contractor from any and all claims, damages, losses, and expenses arising out of Client’s actions.

Limitation of Liability: Client’s liability to Contractor shall be limited to the amount of compensation paid to Contractor under this Agreement.

Insurance Requirements: Contractor shall maintain [Type of Insurance, e.g., General Liability, Professional Liability] insurance with coverage limits of [Coverage Amount].

Waiver of Consequential Damages: Neither party shall be liable for consequential, incidental, indirect, or punitive damages.

Termination

Option A: This Agreement may be terminated by either party with [Number] days written notice.

Option B: This Agreement may be terminated immediately by Client for cause, including but not limited to breach of this Agreement.

Option C: This Agreement may be terminated upon mutual written agreement of both Parties.

Final Payment: Upon termination, Client shall pay Contractor for all work performed up to the date of termination.

Post-Termination Obligations: [Specify any post-termination obligations, e.g., return of property, confidentiality obligations].

Dispute Resolution

Option A: The Parties shall attempt to resolve any disputes through direct negotiation.

Option B: If negotiation fails, the Parties shall submit the dispute to mediation in [City, State].

Option C: If mediation fails, the Parties shall submit the dispute to binding arbitration in [City, State].

Option D: Any legal action arising from this Agreement shall be brought in the courts of [County], Michigan.

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

Miscellaneous

Written Modification: This Agreement may be modified only by a written instrument signed by both Parties.

Assignment: This Agreement [May / May Not] be assigned by either party without the prior written consent of the other party.

Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control.

Records Retention: Contractor shall retain records related to the services performed for a period of [Number] years.

Audit Rights: Client shall have the right to audit Contractor’s records related to the services performed.

Data Protection and Privacy: Contractor will comply with all applicable data protection and privacy laws.

Acknowledgement of Notices: Contractor acknowledges receipt of all required Michigan notices regarding independent contractor status.

Workers’ Compensation: Contractor is responsible for obtaining their own workers’ compensation insurance, if required by Michigan law.

Occupational Safety: Contractor will comply with all relevant occupational safety regulations.

Representations and Warranties

Each Party represents and warrants that it has the authority to enter into this Agreement.

Each Party represents and warrants that it is in compliance with all applicable laws.

General Provisions

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 agreements and understandings.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

Notices: All notices under this Agreement shall be in writing and shall be delivered by [Method of Delivery, e.g., Certified Mail, Email] to the following addresses:

Client: [Client Address], [Client Email]

Contractor: [Contractor Address], [Contractor Email]

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]