Minnesota IT independent contractor agreement template

Minnesota IT Independent Contractor Agreement

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

[Client Name], a [Client Entity Type] with its principal place of business at [Client Address], hereinafter referred to as "Client," and

[Contractor Name], a [Contractor Entity Type] with its principal place of business at [Contractor Address], hereinafter referred to as "Contractor."

Client Contact Information:

• Name: [Client Contact Name]
• Title: [Client Contact Title]
• Phone: [Client Contact Phone]
• Email: [Client Contact Email]

Contractor Contact Information:

• Name: [Contractor Contact Name]
• Title: [Contractor Contact Title]
• Phone: [Contractor Contact Phone]
• Email: [Contractor Contact Email]

1. Scope of Services

The Contractor shall provide the following IT services to the Client: [Detailed description of IT Services. Be as specific as possible. E.g., "Develop a mobile application for iOS and Android using React Native and a Node.js backend, integrating with the Client's existing CRM system." Include specific tasks, platforms, languages, technologies, compliance standards relevant to Minnesota (e.g., HIPAA if applicable), etc.]

• Option A: Software Development:
  • Details: [Detailed description of specific software development tasks, languages, platforms, and deliverables]
• Option B: Systems Integration:
  • Details: [Detailed description of specific systems to be integrated, APIs, data migration processes, and testing procedures]
• Option C: Cybersecurity Assessment:
  • Details: [Detailed description of specific security assessments to be performed, including penetration testing, vulnerability scanning, and compliance audits, along with the reporting format and remediation recommendations]

2. Project Timeline, Milestones, and Deliverables

The project will commence on [Start Date] and is expected to be completed by [End Date]. The following milestones and deliverables shall be achieved according to the schedule outlined below: [List of Milestones, Deliverables, Acceptance Criteria, and Due Dates. Include reporting frequency. E.g., "Milestone 1: Requirements Gathering - Due: [Date]. Deliverable: Requirements Document. Acceptance Criteria: Client approval of documented requirements."]

• Milestone 1: [Milestone Name]
  • Deliverable: [Description of Deliverable]
  • Acceptance Criteria: [Conditions for Client Acceptance]
  • Due Date: [Date]
• Milestone 2: [Milestone Name]
  • Deliverable: [Description of Deliverable]
  • Acceptance Criteria: [Conditions for Client Acceptance]
  • Due Date: [Date]

3. Location of Services

• Option A: On-site at the Client's location in Minnesota: [Specify location and access procedures/security requirements.]
• Option B: Remotely. The Contractor shall maintain a secure work environment and comply with all Client security protocols. [Specify required security protocols, e.g., VPN, MFA, secure data transmission.]
• Option C: Hybrid. A combination of on-site and remote work, as mutually agreed upon. [Specify the anticipated percentage of on-site vs. remote work or conditions for each.]

4. Compensation and Payment

The Client shall compensate the Contractor as follows:

• Option A: Hourly Rate: [Dollar Amount] per hour.
• Option B: Project-Based Fee: [Dollar Amount] for the entire project.
• Option C: Milestone Payments: [Specify payment amounts for each milestone.]

Invoicing shall occur [Frequency of Invoicing, e.g., Bi-weekly, Monthly, Upon Completion of Milestone]. Payment is due [Number] days from the date of the invoice.

• The Client shall reimburse the Contractor for the following pre-approved technology-related expenses: [List of Reimbursable Expenses and any limitations]. Reimbursement requires submission of receipts.
• Late payments shall accrue interest at a rate of [Percentage]% per month or the maximum rate allowed by Minnesota law, whichever is lower.
• Any changes to the scope of services or additional costs require prior written approval from the Client.

5. Intellectual Property

All code, software, documentation, inventions, enhancements, and data created during this engagement shall be owned as follows:

• Option A: Works for Hire. All such materials shall be considered "works made for hire" and owned exclusively by the Client.
• Option B: Assignment. The Contractor hereby assigns all right, title, and interest in and to all such materials to the Client.
• Option C: Shared Ownership. [Specify the terms of shared ownership, including usage rights and licensing.]

The above shall not apply to the Contractor's pre-existing IP or third-party tools/libraries incorporated into the project, provided that the Contractor has the right to use and license such IP. [List or describe any Contractor's Pre-Existing IP.]

6. Data Security and Confidentiality

The Contractor shall maintain the confidentiality of all Client data and systems and shall not disclose any confidential information to any third party. The Contractor shall comply with all applicable data privacy laws, including any relevant Minnesota-specific privacy laws.

• The Contractor shall implement and maintain reasonable security measures to protect Client data from unauthorized access, use, or disclosure. These measures shall include, but are not limited to: [List Specific Security Measures, e.g., encryption, access controls, firewalls.]
• Upon termination of this Agreement, the Contractor shall promptly return or destroy all Client data in its possession.
• In the event of a data breach, the Contractor shall notify the Client immediately and shall cooperate fully with the Client in investigating and remediating the breach, in accordance with Minnesota’s data breach notification statute.

7. Independent Contractor Status

The parties agree that the Contractor is an independent contractor and not an employee of the Client. The Contractor is responsible for all federal and Minnesota state taxes, unemployment insurance, and workers' compensation coverage (if any). The Contractor will not receive any employee benefits from the Client. The Contractor acknowledges that the Client is not responsible for withholding any taxes from the Contractor's compensation. Contractor understands the standards for independent contractor classification as defined by the Minnesota Department of Revenue and Department of Labor.

8. Non-Solicitation/Non-Competition (Optional)

• Option A: Non-Solicitation. During the term of this Agreement and for a period of [Number] months following its termination, the Contractor shall not solicit any employees or clients of the Client.
• Option B: Non-Competition. During the term of this Agreement and for a period of [Number] months following its termination, within a radius of [Number] miles from [City, Minnesota], the Contractor shall not engage in any business that is directly competitive with the Client's business. [Ensure this clause is narrowly tailored, reasonable in scope, duration, and geography, considering Minnesota statutes and case law.]
• Option C: No Restriction. The parties agree that no non-solicitation or non-competition restrictions shall apply.

9. Subcontractors

The Contractor shall not subcontract any of the services under this Agreement without the prior written consent of the Client. Any subcontractors used by the Contractor shall be bound by the same data security, confidentiality, and legal obligations as the Contractor.

10. 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 performance of the services under this Agreement, including but not limited to damages from software errors or service downtime.
• The Contractor's violation of any law or regulation.
• Any security or data breach caused by the Contractor's negligence or willful misconduct.
• The Contractor's misappropriation of any intellectual property.

• Option A: Limitation of Liability: The Contractor's liability under this indemnification clause shall be limited to [Dollar Amount].
• Option B: Exclusion of Consequential Damages: In no event shall the Contractor be liable for any consequential, incidental, indirect, special, or punitive damages.

11. Insurance

The Contractor shall maintain the following insurance policies with minimum coverage levels:

• Technology Errors & Omissions: [Dollar Amount]
• Cyber Liability: [Dollar Amount]
• General Liability: [Dollar Amount]

The Contractor shall provide the Client with certificates of insurance and shall notify the Client promptly of any lapses in coverage.

12. Termination

This Agreement may be terminated as follows:

• Upon completion of the services.
• For cause: By either party upon written notice if the other party materially breaches this Agreement and fails to cure such breach within [Number] days of written notice.
• For convenience: By either party upon [Number] days' written notice to the other party.

Upon termination, the Contractor shall provide reasonable transition support to the Client.

13. Project Pause/Adjustment

The Client reserves the right to pause or adjust the project, providing [Number] days' written notice. The Contractor will be compensated for all completed work up to the date of pause/adjustment.

14. Dispute Resolution

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

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• If negotiation fails, the parties shall attempt to resolve the dispute through mediation in [City, Minnesota].
• If mediation fails, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association in [City, Minnesota].

This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota. Venue for any legal action shall be in [County], Minnesota. The parties agree to waive any right to a jury trial.

15. Compliance Representations and Warranties

The Contractor represents and warrants that:

• All services will be performed in a professional and workmanlike manner consistent with Minnesota IT industry standards.
• The services will not infringe upon any third-party intellectual property rights.
• The services will comply with all applicable state and federal statutes, including any security, accessibility, or reporting mandates.

16. 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, including but not limited to acts of God, war, terrorism, riots, fire, floods, severe weather (including Minnesota-specific events), or public emergencies affecting Minnesota.

17. Entire Agreement, Amendment, and Waiver

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

18. Assignment

Neither party may assign this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld, and is subject to Minnesota law.

19. Business Registration & Licensing

The Contractor agrees to cooperate with the Client for any necessary filings under Minnesota business registration, state tax ID setup, and compliance with licensing or reporting obligations (if applicable for certain IT projects).

20. Accessibility

For projects involving Minnesota state government or educational entities, the Contractor shall ensure compliance with Section 508 standards or state equivalents.

21. Client-Provided Access and Assets

The Client may provide the Contractor with access to certain Client assets, such as laptops, credentials, and systems. The Contractor shall use such assets only for the purposes of this Agreement and shall return all such assets to the Client upon termination of this Agreement.

22. Minnesota Public Sector Clients

For Clients that are public sector entities within the State of Minnesota, the parties agree to adhere to any special state or local government procurement rules and audit rights as may be required.

23. Background Checks & Certifications

The Client reserves the right to request background checks or specific certifications from the Contractor as required by Minnesota IT procurement policies and industry practices.

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

[Client Name]

By: [Client Authorized Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Authorized Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]