Minnesota independent contractor agreement template

Minnesota Independent Contractor Agreement

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

• [Client Legal Name], a [Client Business Entity Type] organized under the laws of [State of Incorporation/Formation], with its principal place of business at [Client Address] and its Tax Identification Number/EIN [Client TIN/EIN] ("Client"), and
• [Contractor Legal Name], a [Contractor Business Entity Type] organized under the laws of [State of Incorporation/Formation], with its principal place of business at [Contractor Address] and its Tax Identification Number/EIN [Contractor TIN/EIN] ("Contractor").

1. Engagement

• The Client engages the Contractor to provide the following services: [Description of Services] (the "Services").
• The Services shall be performed in connection with the following project or assignment: [Project Name].
• Deliverables:
• The Contractor shall provide the following deliverables: [List of Deliverables].
• Location of Work:
• Option A: The Services shall be performed [at Client's location].
• Option B: The Services shall be performed [remotely].
• Option C: The Services shall be performed [at Contractor's location].
• Option D: The Services shall be performed [hybrid - specify schedule and locations].
• Service Schedule:
• The Services shall be performed according to the following schedule: [Specific Days/Times, e.g., Monday-Friday, 9am-5pm, or as needed].
• Timelines:
• Milestone completion dates or deadlines: [List of Milestones and Deadlines].
• Amendments to Services:
• The Services may be amended or adjusted by mutual written agreement of the parties.
• Engagement Type:
• Option A: Project-based Engagement.
• Option B: Ongoing Engagement.

2. Independent Contractor Status

• It is expressly understood and agreed that the Contractor is an independent contractor and not an employee, agent, or partner of the Client. Nothing in this Agreement shall be construed to create an employer-employee relationship between the Client and the Contractor.
• The Contractor is solely responsible for all applicable federal, state, and local taxes, including income tax, self-employment tax, Social Security, Medicare, and any other applicable taxes or contributions, including unemployment insurance.
• The Contractor is not entitled to any employee benefits from the Client, including, but not limited to, health insurance, pension, workers' compensation (unless required by law), paid time off, or any other fringe benefits.
• Optional Benefits/Reimbursements:
• Option A: No benefits or expense reimbursements will be provided.
• Option B: The following benefits/reimbursements will be provided: [List of Benefits/Reimbursements and Conditions].

3. Contractor's Business Operations

• The Contractor represents and warrants that they provide services to the general public.
• The Contractor is free to perform services for other clients.
• The Contractor may hire assistants or subcontractors to assist in the performance of the Services:
• Option A: Without the Client's consent.
• Option B: With the Client's prior written consent.
• The Contractor has the sole right to control and direct the manner and means by which the Services are performed.
• Exclusivity:
• Option A: Non-Exclusive (Contractor may work for other clients).
• Option B: Exclusive (Contractor will not perform similar services for other clients during the term of this Agreement).

4. Compensation

• The Client shall compensate the Contractor as follows: [Describe Fee Structure: Fixed Project Fee, Hourly Rate, Retainer, Other].
• If Hourly Rate: [Hourly Rate Amount].
• If Fixed Project Fee: [Total Project Fee Amount].
• If Retainer: [Retainer Amount and Frequency].
• Payment Schedule: [Describe Payment Schedule: e.g., bi-weekly, upon completion of milestones, monthly].
• Invoicing: The Contractor shall submit invoices to the Client [specify invoice frequency and content requirements].
• Reimbursement of Expenses:
• Option A: Pre-approved expenses will be reimbursed. [Specify reimbursement policy and process].
• Option B: No expenses will be reimbursed.
• Method of Payment: [Specify method of payment: e.g., check, wire transfer, ACH].
• Late Payment:
• Option A: A late payment fee of [Percentage or Fixed Amount] will be assessed on invoices not paid within [Number] days of the due date.
• Option B: Interest will accrue on late payments at a rate of [Percentage] per month.
• Option C: No late payment fee or interest will be charged.
• Taxation: The Client shall not withhold any taxes from the Contractor's compensation. The Contractor is solely responsible for all applicable taxes.
• Right to Withhold Payment: The Client reserves the right to withhold payment for any Services that are nonconforming or incomplete, subject to reasonable notice and opportunity to cure.

5. Term and Termination

• This Agreement shall commence on [Start Date].
• Duration:
• Option A: Fixed Term: This Agreement shall continue for a term of [Number] [Days/Months/Years] and shall terminate on [End Date].
• Renewal:
• Option 1: This Agreement shall automatically renew for successive terms of [Number] [Days/Months/Years] unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.
• Option 2: This Agreement shall not automatically renew.
• Option B: Indefinite Term: This Agreement shall continue until terminated as provided herein.
• Termination:
• Option A: Termination for Convenience: Either party may terminate this Agreement at any time, with or without cause, upon [Number] days' written notice to the other party.
• Option B: Termination for Cause: The Client may terminate this Agreement immediately upon written notice to the Contractor if the Contractor breaches any material provision of this Agreement or engages in misconduct. The Contractor may terminate this agreement if the Client fails to pay in accordance with Section 4 of this agreement and fails to cure such non-payment within 15 days of written notice.
• Post-Termination Obligations: Upon termination of this Agreement, the Contractor shall:
• Return all Client property and confidential information.
• Complete any unfinished Services to the extent reasonably requested by the Client.
• Transition deliverables as requested by the Client.
• Final Payment: Upon termination, the Client shall pay the Contractor for all Services performed and expenses incurred up to the date of termination, subject to any deductions for nonconforming or incomplete work.

6. Intellectual Property

• Work for Hire:
• Option A: All deliverables created by the Contractor under this Agreement shall be considered "works made for hire" and shall be owned exclusively by the Client upon payment.
• Option B: The Contractor grants to the Client a perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and distribute the deliverables created under this Agreement.
• Contractor IP:
• Option A: The Contractor retains ownership of any pre-existing intellectual property used in connection with the Services, but grants the Client a license to use such IP as necessary to utilize the deliverables.
• Option B: No Contractor IP is used in connection with the Services.
• Assignment: The Contractor agrees to execute any additional documents reasonably requested by the Client to confirm the Client's ownership of the deliverables.
• Exceptions: This section does not apply to any pre-existing intellectual property owned by the Contractor or any third party.

7. Confidentiality

• Both parties agree to maintain the confidentiality of each other's proprietary information, including, but not limited to, trade secrets, business plans, customer lists, financial information, and technical data.
• Duration: This obligation of confidentiality shall continue [Duration: e.g., during the term of this Agreement and for [Number] years thereafter, or perpetually].
• Exclusions: The obligation of confidentiality shall not apply to information that is publicly available, already known to the receiving party, or received from a third party without restriction.
• Remedies: A breach of this confidentiality provision may cause irreparable harm, and the non-breaching party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
• NDA:
• Option A: A separate Non-Disclosure Agreement (NDA) is attached hereto and incorporated by reference.
• Option B: No separate NDA is required.

8. Conflict of Interest and Duty of Loyalty

• The Contractor shall disclose any other business activities that could present a conflict of interest with the Client's business.
• The Contractor represents that they are free to enter into this Agreement and to perform the Services without violating any other agreement or obligation.
• Non-Competition:
• Option A: The Contractor shall not engage in any business activities that directly compete with the Client's business during the term of this Agreement.
• Option B: The Contractor is not restricted from competing with the Client's business.

9. Non-Solicitation

• Option A: During the term of this Agreement and for a period of [Number] [Months/Years] after termination, the Contractor shall not solicit, recruit, or hire any of the Client's employees, contractors, or clients.
• Option B: This section does not apply.

10. Compliance with Laws

• Both parties represent and warrant that they will comply with all applicable federal, state, and local laws and regulations.
• The Contractor shall be responsible for obtaining all necessary licenses and permits required to perform the Services.
• Minnesota-Specific Compliance: The Contractor acknowledges and agrees to comply with all applicable Minnesota statutes and regulations, including, but not limited to, Minnesota Statutes § 181.723 regarding independent contractors in construction (if applicable).

11. Representations and Warranties

• The Contractor represents and warrants that they have the authority and ability to enter into this Agreement and to perform the Services.
• The Contractor represents and warrants that the Services will be performed in a professional and workmanlike manner.
• The Contractor represents and warrants that the Services will not infringe, misappropriate, or violate any third-party rights.
• Optional:
• Background Check: The Contractor agrees to submit to a background check if requested by the Client.
• Insurance: The Contractor shall maintain professional errors and omissions insurance in the amount of [Amount].

12. Indemnification

• Each party agrees to indemnify and hold harmless the other party from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement or any negligent act or omission by the indemnifying party.
• Limitations: This indemnification shall not apply to the extent that the claim, loss, damage, liability, cost, or expense is caused by the negligence or willful misconduct of the indemnified party.

13. Limitation of Liability

• Option A: In no event shall either party be liable to the other party for any consequential, incidental, special, or punitive damages arising out of or relating to this Agreement.
• Option B: The Client's total liability to the Contractor under this Agreement shall not exceed the total amount paid by the Client to the Contractor under this Agreement.
• Option C: This section does not apply.

14. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved through informal negotiation between the parties.
• Mediation/Arbitration:
• Option A: If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation in [City, State].
• Option B: If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to binding arbitration in [City, State] in accordance with the rules of the American Arbitration Association.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles.
• Jurisdiction: Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County, State].

15. Assignment

• Option A: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party.
• Option B: The Contractor may not assign its rights or obligations under this Agreement without the Client's prior written consent. The Client may assign this agreement without the Contractor's consent.

16. Insurance

• The Contractor shall maintain the following insurance coverage: [Specify Insurance Requirements: Professional Liability, General Liability, Auto, Workers' Compensation, and Coverage Levels].
• The Contractor shall furnish the Client with certificates of insurance evidencing such coverage upon request.
• Waiver of Subrogation: [Include Waiver of Subrogation Clause if Required].

17. Notices

• All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail (return receipt requested), or sent by email to the addresses set forth above.
• Modifications: Any modifications or amendments to this Agreement must be in writing and signed by both parties.

18. Severability, Entire Agreement, Amendment

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

19. Minnesota-Specific Notices and Addenda

• [Include any required Minnesota-specific notices or addenda, such as state-required disclosures, incorporation of state regulations regarding misclassification of independent contractors, or industry-specific compliance requirements].

20. Data Protection and Privacy

• [Include data protection and privacy obligations in accordance with Minnesota and federal privacy law if relevant to the services or data sharing].

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

Client:

By: [Client Name]

Title: [Client Title]

Date: [Date]

Contractor:

By: [Contractor Name]

Title: [Contractor Title]

Date: [Date]

Schedules/Exhibits (Optional):

• [Schedule A: Statement of Work]
• [Schedule B: Milestones and Deliverables]
• [Schedule C: Rate Sheet]
• [Schedule D: Other Industry-Specific Requirements]