Michigan IT independent contractor agreement template

Michigan IT Independent Contractor Agreement

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

• [Client Legal Name], a [Client Entity Type] with its principal place of business at [Client Business Address], Email: [Client Email], Phone: [Client Phone] ("Client"),
• and
• [Contractor Legal Name], a [Contractor Entity Type] with its principal place of business at [Contractor Business Address], Email: [Contractor Email], Phone: [Contractor Phone] ("Contractor").

1. Description of Services

• Option A: The Contractor shall provide the following IT services to the Client, as detailed in Exhibit A (Scope of Work): [Specific IT Services, e.g., software development, network administration, cybersecurity assessment]. These services will be rendered using [Technologies and Platforms] and must meet [Compliance Standards, e.g., HIPAA, PCI DSS], if applicable.
• Option B: The Contractor will perform services as mutually agreed upon in writing from time to time, as documented through individual Statements of Work (SOWs). Each SOW, once signed, shall be incorporated into and governed by this Agreement.

2. Deliverables and Acceptance

• Option A: The Contractor shall deliver the following specific deliverables:
  • [List of Deliverables, e.g., codebase, documentation, reports] meeting the acceptance criteria of [Acceptance Criteria, e.g., coding standards, system uptime].
• Option B: Deliverables and acceptance criteria shall be defined in each applicable Statement of Work.

  Reporting requirements will be conducted [Reporting Frequency, e.g., weekly, monthly] using [Reporting Format, e.g., Excel, PDF], including data on [Data for Reports, e.g., progress, status, technical issues]. Project milestones and timelines are described in Exhibit A/each applicable SOW.

3. Work Location and Access

• Option A: The Contractor shall perform the services remotely.
• Option B: The Contractor shall perform the services on-site at the Client's facility located at [Client Facility Address].
  • The Contractor will be provided with [System/Network Access Details]. The Contractor must adhere to the Client's device security standards, including [Device Security Standards], and utilize [Remote Connectivity Tools, e.g., VPN, MFA]. Client will provide [Client-Provided Equipment/Software/Access].
• Option C: The Contractor shall perform the services in a hybrid environment, as defined in Exhibit A/each applicable SOW.

4. Compensation and Payment

• Option A: The Client shall pay the Contractor at an hourly rate of [Hourly Rate] per hour.
• Option B: The Client shall pay the Contractor a fixed price of [Fixed Price] for the completion of the services described in Exhibit A/each applicable SOW.
• Option C: The Client shall pay the Contractor according to the milestone-based schedule of [Milestone Payment Schedule].

  The Contractor shall submit invoices to the Client [Invoicing Frequency, e.g., weekly, monthly] to [Invoice Submission Method]. The Client shall pay invoices within [Payment Timelines] days of receipt, in accordance with the Michigan Prompt Payment Act (if applicable). Late payments shall accrue interest at a rate of [Late Payment Interest Rate] per month. Expenses incurred by the Contractor will be reimbursed as follows: [Expenses Reimbursement Policy], with proper documentation required for approval. Sales/Use tax treatment follows Michigan law for IT services provided.

5. Intellectual Property

• Option A: All work product, source code, documentation, and derivative works created by the Contractor during the engagement shall be the sole and exclusive property of the Client upon full payment.
• Option B: Contractor retains ownership of pre-existing tools, frameworks, or know-how used in the provision of services. Client receives a perpetual, non-exclusive license to use such tools.
  • The Contractor grants the Client a license to use any Contractor-owned software as follows: [Licensing Terms].

6. Confidentiality and Information Security

The Contractor shall maintain the confidentiality of all Client information, including trade secrets, data privacy, and client passwords. The Contractor shall adhere to the Client's information security policies, including encryption standards, incident reporting protocols, and protocols for handling sensitive data. The Contractor shall comply with Michigan's Identity Theft Protection Act.

7. Independent Contractor Relationship

The Contractor is an independent contractor and not an employee of the Client. The Contractor is solely responsible for all self-employment taxes, insurance (including IT professional liability/E&O insurance), business registration, and any required Michigan state or local business permits.

8. Subcontracting

• Option A: The Contractor shall not subcontract any of the services without the prior written consent of the Client.
• Option B: The Contractor may subcontract services, but all subcontractors must comply with the same data security, insurance, and confidentiality provisions as the Contractor.

9. Service Quality and Performance

The Contractor shall perform the services in a professional and workmanlike manner, meeting the following performance guarantees: [Performance Guarantees, e.g., minimum uptime, bug fix response time]. Remedies for late, nonconforming, or incomplete deliverables include: [Remedies, e.g., fixes, deductions, rework].

10. Limitation of Liability and Indemnification

The Contractor's liability shall be limited to [Liability Limit]. The Contractor shall indemnify the Client for damages arising from system failures, breaches, or third-party claims, excluding force majeure or consequential damages, in accordance with Michigan contract law.

11. Termination

This Agreement shall terminate upon the expiration date of [Expiration Date].

• Option A: Either party may terminate this Agreement for convenience upon [Notice Period] written notice to the other party.
• Option B: The Client may terminate this Agreement for material breach by the Contractor, with a cure period of [Cure Period].
• Option C: The Client may terminate this Agreement immediately for security breaches or breach of confidentiality.

  Upon termination, the Client shall pay the Contractor for services rendered up to the date of termination, and the Contractor shall return or securely destroy all Client data and property.

12. Dispute Resolution

The parties shall attempt to resolve any disputes through an escalation process, followed by mediation with a Michigan-based neutral mediator. If mediation is unsuccessful, the parties may pursue binding arbitration. The choice of law and venue shall be exclusively within Michigan courts, referencing Michigan law.

13. Insurance

The Contractor shall maintain up-to-date business insurance, including general liability, cybersecurity/data breach coverage, professional E&O insurance, and worker's compensation (if applicable), and provide certificates of insurance to the Client.

14. Compliance with Laws

The Contractor shall comply with all Michigan and applicable federal IT and data protection laws and regulations, including the Michigan Internet Privacy Protection Act, the Identity Theft Protection Act, and applicable industry standards (HIPAA, FERPA, CJIS, Sarbanes-Oxley, etc.). The Contractor will cooperate with the Client's regulatory or compliance audits.

15. Non-Solicitation and Non-Competition

The Contractor agrees not to solicit the Client's employees or customers for a period of [Duration] within [Geographic Limit], in compliance with Michigan law. The Contractor agrees not to engage in activities that directly compete with the client within [Industry/Activity] for a period of [Duration] within [Geographic Limit].

16. Assignment and Change Orders

This Agreement may not be assigned by either party without the prior written consent of the other party. Any changes to the scope of work, schedule, or deliverables must be documented in a written change order and approved by both parties.

17. 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 acts of God, war, terrorism, fire, natural disasters (including severe weather and power grid issues specific to Michigan), or governmental regulations.

18. Data Backup, Retention, and Disaster Recovery

The Contractor is responsible for [Specific Responsibilities] data backup, retention, and disaster recovery procedures as described in Exhibit B. The Client is responsible for [Client's Responsibilities].

19. Entire Agreement, Severability, Amendment, Waiver, and Notice

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may be amended only by a written instrument signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. All notices under this Agreement shall be in writing and delivered to the addresses set forth above.

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

[Client Legal Name]

By: [Client Authorized Signature]

Name: [Client Authorized Name]

Title: [Client Authorized Title]

[Contractor Legal Name]

By: [Contractor Signature]

Name: [Contractor Name]

Title: [Contractor Title]

Exhibit A: Scope of Work

[Detailed description of the IT services to be performed, referencing any relevant project specifications, documentation, technologies, platforms, or compliance standards]

Exhibit B: Data Backup, Retention, and Disaster Recovery Procedures

[Detailed procedures for data backup, retention, and disaster recovery, clarifying responsibilities of each party]