Minnesota accounting independent contractor agreement template

Minnesota Accounting Independent Contractor Agreement

This Minnesota Accounting Independent Contractor Agreement (the “Agreement”) is made and effective as of [Date], by and between:

[Client Legal Name], a [Client Entity Type] with its principal place of business at [Client Address], (hereinafter referred to as “Client”),

and

[Contractor Legal Name], residing at [Contractor Address], (hereinafter referred to as “Contractor”). Contractor's email is [Contractor Email] and phone number is [Contractor Phone Number].

Scope of Services

• Option A: The Contractor shall provide the following accounting services to the Client: [Detailed description of services, e.g., monthly bookkeeping, preparation of annual financial statements in accordance with Minnesota GAAP, payroll processing compliant with Minnesota wage and hour laws, preparation and filing of Minnesota sales and use tax returns, income tax returns, franchise tax, and unemployment tax, audit support, budgeting analysis].
• Option B: The Contractor shall provide accounting services as described in Exhibit A, attached hereto and incorporated by reference.
• Option C: The Contractor shall provide the following services:
  • [Specific Service 1 and related duties]
  • [Specific Service 2 and related duties]

Deliverables, Quality Standards, and Deadlines

• Option A: The Contractor shall provide the following deliverables: [List of specific reports, schedules, filings, or other deliverables]. Deliverables shall be accurate, complete, and prepared in accordance with generally accepted accounting principles (GAAP) and applicable Minnesota laws and regulations. All deliverables will be provided to the Client by [Specific Date or Frequency, e.g., the 15th of each month, within 5 business days of month end].
• Option B: Deliverables, quality standards, and deadlines shall be mutually agreed upon and documented in writing for each project.
• Option C: The Contractor agrees to provide services that meet or exceed industry standards and adhere to the AICPA Code of Professional Conduct and the Minnesota Accountancy Act.

Work Location and Data Security

• Option A: The services will be performed remotely. The Contractor will maintain a secure workspace and comply with all applicable Minnesota data security laws and regulations regarding the protection of Client data.
• Option B: The services will be performed at the Client’s principal place of business located in Minnesota.
• Option C: The location of services may vary and will be mutually agreed upon for each project. The Contractor shall adhere to Minnesota data security requirements for handling electronic records, including retention policies under Minnesota state law.

Payment Terms

• Option A: The Client shall pay the Contractor an hourly rate of [Dollar Amount] per hour for services rendered.
• Option B: The Client shall pay the Contractor a fixed fee of [Dollar Amount] per [Project/Month/Other Period].
• Option C: The Client shall pay the Contractor a retainer fee of [Dollar Amount] per month, which will be credited against hourly charges.

Payment is due within [Number] days of receipt of invoice. Invoices shall include a detailed description of the services performed and the hours worked (if applicable). Payments can be made via [List acceptable methods, e.g., check, ACH transfer].

Late payments shall be subject to a penalty of [Percentage] per month, or the maximum rate allowed by Minnesota law, whichever is less. The client shall reimburse the contractor for all pre-approved expenses under Minnesota law. Contractor is responsible for collection and remittance of all applicable sales tax.

Tax Withholding and Reporting

The Contractor acknowledges and agrees that they are solely responsible for all self-employment taxes, Minnesota state income taxes, FICA, FUTA, and state-level quarterly estimated filings. The Client will not withhold any taxes from payments made to the Contractor.

Representations and Warranties

The Contractor represents and warrants that they are duly licensed (if required) to practice accounting in Minnesota, are in good standing with the Minnesota Board of Accountancy (if applicable), maintain professional liability insurance with minimum coverage of [Dollar Amount], and will comply with all applicable Minnesota laws and regulations. The Contractor further warrants that they will complete Minnesota-mandated continuing education.

Independent Contractor Status

It is the express intention of the parties that the Contractor is an independent contractor and not an employee of the Client. The Contractor shall control the manner and means by which the services are performed. The Contractor acknowledges they are not entitled to workers’ compensation, unemployment, PTO, or other employee benefits. This agreement is intended to reflect the independent contractor relationship between the parties consistent with Minnesota law and IRS guidelines.

Indemnification

The Contractor shall indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to the Contractor’s negligence or willful misconduct in the performance of the services under this Agreement, including, but not limited to, any failure to comply with Minnesota or local tax filings, errors affecting state or municipal regulatory compliance. Indemnification limits shall be consistent with non-waivable Minnesota law.

Confidentiality and Data Privacy

The Contractor shall maintain the confidentiality of all Client information and data in accordance with the Minnesota Government Data Practices Act and any other applicable laws and regulations. The Contractor shall implement and maintain reasonable security measures to protect Client data from unauthorized access, use, or disclosure. The Contractor shall promptly notify the Client of any actual or suspected breach of confidentiality. Contractor is responsible for secure data transmission, storage, and disposal.

Ownership of Work Product

All financial records, reports, returns, and supporting documentation prepared by the Contractor for the Client shall be the property of the Client. The Contractor shall retain copies of all work product in accordance with professional retention policies required by the Minnesota Board of Accountancy.

Non-Solicitation and Non-Competition

• Option A: During the term of this Agreement and for a period of [Number] months following the termination of this Agreement, the Contractor shall not solicit, directly or indirectly, any of the Client’s employees or clients within [Specific Geographic Area in Minnesota].
• Option B: The Contractor agrees not to compete with the Client in the [Specific Field of Accounting] within [Specific Geographic Area in Minnesota] for a period of [Number] months following the termination of this agreement. This clause is subject to enforceability under Minnesota law.

Termination

This Agreement shall terminate upon the completion of the services described in Section 1, unless otherwise terminated as provided herein. Either party may terminate this Agreement upon [Number] days’ written notice to the other party. The Client may terminate this Agreement immediately for material breach by the Contractor. Upon termination, the Contractor shall promptly return all Client property and provide reasonable transition assistance.

Liability, Errors, and Omissions

The Contractor's liability for errors or omissions in the performance of the services shall be limited to the amount of fees paid by the Client to the Contractor under this Agreement. The Contractor shall exercise reasonable care and diligence in the performance of the services, consistent with professional standards for Minnesota accountants.

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through negotiation and mediation in Minnesota. If mediation is unsuccessful, the parties may pursue arbitration or litigation in a court of competent jurisdiction in Minnesota. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota.

Compliance with Laws and Ethical Codes

The Contractor shall comply with all applicable federal, state, and local laws and regulations, including, but not limited to, the Minnesota Accountancy Act, Board of Accountancy rules, Data Practices Act, anti-fraud statutes, and anti-money laundering obligations.

Insurance and Bonding

The Contractor shall maintain professional liability insurance and, if handling funds directly, bonding as required by Minnesota law or the Client’s industry, and shall provide proof of such insurance to the Client upon request.

Record-Keeping

The Contractor shall maintain accurate and complete records of all work performed under this Agreement, including working papers, in compliance with the requirements of the Minnesota Department of Revenue and the Board of Accountancy.

Assignment and Subcontracting

The Contractor shall not assign or subcontract any of its obligations under this Agreement without the prior written consent of the Client. Any permitted assignment or subcontracting shall comply with Minnesota licensing and privacy requirements.

Change Processes

Any modification to the scope of services or fees must be documented in a written amendment signed by both parties.

Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent that such failure is caused by a force majeure event, as defined under Minnesota law.

Anti-Discrimination

The Contractor shall comply with all federal and Minnesota anti-discrimination, equal opportunity, and accessibility regulations as they apply to independent contractors.

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

____________________________

[Client Legal Name]

By: [Client Printed Name]

Title: [Client Title]

Date: [Date]

____________________________

[Contractor Legal Name]

By: [Contractor Printed Name]

Title: [Contractor Title] (if applicable)

Date: [Date]