Mississippi independent contractor agreement template

Mississippi Independent Contractor Agreement

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

[Client Legal Name], located at [Client Business Address], hereinafter referred to as "Client," and [Contractor Legal Name], located at [Contractor Business Address], hereinafter referred to as "Contractor."

WHEREAS, Client desires to engage Contractor to provide certain services; and

WHEREAS, Contractor desires to provide such services as an independent contractor;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Independent Contractor Status

Contractor is an independent contractor of Client, and nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship. Contractor is not entitled to any employee benefits, including but not limited to health insurance, paid time off, or retirement benefits.

Contractor acknowledges and agrees that they are solely responsible for all federal, state, and local taxes, including self-employment taxes, arising from payments made under this Agreement. Contractor affirms that they are not an employee under Mississippi Code Section 71-5-11 or IRS guidelines.

2. Scope of Work/Services

Option A: Contractor shall perform the following services: [Detailed Description of Services].

Option B: Contractor shall perform the services as described in Exhibit A, attached hereto and incorporated herein.

Option C: Contractor will complete these services by [Completion Date].

Contractor shall provide the following deliverables: [List of Deliverables].

Project Milestones (If Applicable): [Detailed Milestones].

3. 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 until the completion of the services outlined in Section 2.

Option C: This Agreement is at-will and may be terminated by either party with [Number] days written notice.

Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within [Number] days of written notice of the breach.

Termination for Convenience: Client may terminate this Agreement for convenience with [Number] days written notice.

Upon termination, Contractor shall be paid for all services performed and expenses incurred up to the date of termination. Contractor shall return all Client property immediately upon termination.

4. Compensation and Payment

Option A: Contractor shall be compensated at a rate of [Dollar Amount] per hour for services rendered.

Option B: Contractor shall be paid a flat fee of [Dollar Amount] for the completion of the services outlined in Section 2.

Option C: Contractor shall be paid according to the milestone schedule set forth in Exhibit B, attached hereto and incorporated herein.

Invoicing: Contractor shall submit invoices to Client on a [Frequency, e.g., monthly] basis.

Payment Terms: Client shall pay Contractor within [Number] days of receipt of a valid invoice.

Payment Method: Payments shall be made via [Payment Method, e.g., Check, Direct Deposit].

Reimbursement: Contractor shall be reimbursed for reasonable and necessary expenses incurred in connection with the performance of services, subject to Client's prior written approval.

Tax Responsibility: Contractor is solely responsible for all federal, state, and local taxes, including self-employment taxes.

5. Location and Scheduling

Option A: Services shall be performed at Client's premises located at [Client Business Address].

Option B: Services shall be performed remotely.

Work Schedule: [Detailed Scheduling Requirements, if any]. If no detailed scheduling requirements, specify that contractor has the freedom to decide their working schedule.

6. Confidentiality and Non-Disclosure

Contractor agrees to hold confidential all Client trade secrets, confidential business information, intellectual property, and third-party data (collectively, "Confidential Information").

Contractor shall not disclose Confidential Information to any third party without Client's prior written consent.

Option A: This confidentiality obligation shall continue for [Number] years after the termination of this Agreement.

Option B: The confidentiality obligation will continue indefinitely after the termination of this agreement.

Exclusions: The confidentiality obligations under this section do not apply to information that is (a) publicly available; (b) already known to Contractor prior to its disclosure by Client; or (c) rightfully received by Contractor from a third party without any obligation of confidentiality.

7. Intellectual Property

Option A: Work Made for Hire: All work product created by Contractor in connection with the services provided under this Agreement shall be considered "work made for hire" and shall be owned exclusively by Client.

Option B: Assignment: Contractor hereby assigns to Client all right, title, and interest in and to any and all inventions, patents, trademarks, copyrights, and other intellectual property rights created by Contractor in connection with the services provided under this Agreement.

Option C: Contractor retains all right, title and interest to any work product created by Contractor in connection with the services provided under this agreement. Client shall have a non-exclusive license to use such work product.

8. Non-Solicitation/Non-Competition (Optional - Review Enforceability under Mississippi Law)

Option A: Non-Solicitation: During the term of this Agreement and for a period of [Number] months following its termination, Contractor shall not solicit, directly or indirectly, any of Client's employees, customers, or vendors.

Option B: Non-Competition: During the term of this Agreement and for a period of [Number] months following its termination, Contractor shall not engage in any business that competes with Client's business within [Geographic Area]. The restricted activities include [Specify Restricted Activities].

Option C: Non-Solicitation and Non-Competition: Both of the above listed conditions apply.

Option D: No Non-Solicitation and/or Non-Competition. This section does not apply.

9. Assignment and Subcontracting

Option A: Contractor shall not assign or subcontract any of its rights or obligations under this Agreement without Client's prior written consent.

Option B: Contractor may subcontract certain tasks with Client's written approval, but shall remain fully responsible for the performance of all subcontractors.

10. Insurance

Contractor shall maintain, at its own expense, the following insurance coverage: [List Insurance Types and Coverage Amounts, e.g., General Liability Insurance, Professional Liability Insurance].

Contractor shall provide Client with proof of insurance coverage upon request. Under Mississippi law, the contractor acknowledges that they are responsible for workers' compensation insurance coverage if required by law.

11. Compliance with Laws

Contractor shall comply with all applicable federal, state (including Mississippi), and local laws, rules, and regulations in the performance of services under this Agreement. This includes obtaining and maintaining all necessary licenses, permits, and business registrations.

Contractor acknowledges responsibility for meeting all Mississippi Department of Revenue and IRS requirements.

12. Indemnification

Contractor shall indemnify and hold harmless Client from and against any and all losses, damages, liabilities, costs, and expenses (including attorney's fees) arising out of or related to Contractor's performance of services under this Agreement, except to the extent caused by Client's gross negligence or willful misconduct.

Client shall indemnify and hold harmless Contractor from and against any and all losses, damages, liabilities, costs, and expenses (including attorney's fees) arising out of or related to Client's gross negligence or willful misconduct.

13. Dispute Resolution

Option A: Mediation: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, State].

Option B: Arbitration: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association in [City, State].

Option C: Litigation: Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County, State].

Choice of Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Mississippi, without regard to its conflict of laws principles.

Attorney's Fees: The prevailing party in any dispute arising out of or relating to this Agreement shall be entitled to recover its reasonable attorney's fees and costs.

14. Non-Exclusivity

Option A: Contractor's Services are Not Exclusive: Contractor may perform services for other clients.

Option B: Contractor's Services are Exclusive: Contractor shall not perform similar services for any other clients during the term of this agreement.

15. Mississippi-Specific Provisions

Contractor is not an employee of Client as defined under Mississippi Code Section 71-5-11.

Contractor acknowledges responsibility for all tax obligations to the Mississippi Department of Revenue and the IRS.

Contractor is exempt from workers' compensation coverage unless otherwise required by Mississippi law for independent contractors.

16. Miscellaneous

Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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

Entire Agreement: 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.

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

Notices: All notices 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 overnight courier to the addresses set forth above.

No Partnership: Nothing in this Agreement shall be construed to create a partnership, joint venture, or fiduciary relationship between the parties.

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]

[Contractor Legal Name]

By: [Contractor Printed Name]

Title: [Contractor Title]

Attachments (Optional):

Exhibit A: Scope of Work/Services (if applicable)

Exhibit B: Milestone Schedule (if applicable)

[Other Attachments]