Mississippi IT independent contractor agreement template

Mississippi IT Independent Contractor Agreement

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

[Client Complete Legal Name], a [Client Business Entity, e.g., corporation, LLC, sole proprietorship], with its principal place of business at [Client Business Address] ("Client"), and

[Contractor Complete Legal Name], a [Contractor Business Entity, e.g., corporation, LLC, sole proprietorship], with its principal place of business/residence at [Contractor Business Address] ("Contractor").

Services

Option A: Contractor shall provide the following IT services to Client: [Detailed Description of IT Services, including project scope, technical requirements, deliverable specifications, and performance standards. Examples: Software development, Systems Integration, IT Consulting, Support, Cybersecurity, Network Maintenance, Cloud Services, Database Management, Website Development].

Option B: The specific IT services to be provided by Contractor are detailed in Exhibit A, attached hereto and incorporated herein by reference, including project scope, technical requirements, deliverable specifications, performance standards, milestones, and acceptance criteria.

Contractor shall adhere to the following milestones: [Milestone 1], [Milestone 2], [Milestone 3].

Acceptance criteria for deliverables are as follows: [Acceptance Criterion 1], [Acceptance Criterion 2], [Acceptance Criterion 3].

Work Method

Option A: Contractor will perform the services remotely.

Option B: Contractor will perform the services on-site at [Designated Client Location].

Option C: Contractor will perform the services both remotely and on-site. On-site work will be performed at [Designated Client Location].

Contractor shall use the following equipment: [List of Equipment].

Contractor shall adhere to the following remote access protocols: [List of Remote Access Protocols].

Contractor is responsible for maintaining information security requirements consistent with industry standards, including secure handling of client data and systems. Contractor shall comply with all Mississippi-specific technology practice standards.

Contractor shall utilize the following software and hardware: [List of Software and Hardware].

Service Timeline

The project will commence on [Start Date] and is expected to be completed by [End Date].

Option A: The project will be completed in phases, as detailed in Exhibit B.

Option B: Contractor shall provide weekly reports on project progress.

Update meetings will be held [Frequency] via [Method, e.g., phone, video conference].

Contractor shall adhere to the following incident reporting and problem escalation procedures: [Detailed Description of Incident Reporting Procedures].

Deliverables

Contractor shall provide the following deliverables: [List of Deliverables, e.g., Code Repositories, Documentation, Software Licenses, User Manuals, Network Diagrams].

Deliverables will be provided in the following formats: [List of Formats].

Contractor shall comply with Mississippi law-compliant data protection and storage obligations.

Compensation

Option A: Contractor shall be compensated at an hourly rate of [Hourly Rate].

Option B: Contractor shall be compensated on a milestone-based payment structure, as detailed in Exhibit C.

Option C: Contractor shall be compensated on a project basis of [Project Fee].

Option D: Contractor shall be paid a retainer of [Retainer Amount] per [Time Period].

Invoices shall be submitted [Frequency] to [Invoice Submission Instructions].

Client shall pay invoices within [Number] days of receipt.

Contractor is responsible for all applicable Mississippi state taxes, including Mississippi-specific 1099 requirements and potential sales/use tax obligations on IT services.

Out-of-pocket expenses, up to [Dollar Amount], will be reimbursed upon presentation of valid receipts.

Late payments will incur a penalty of [Percentage]% per month, or the maximum amount allowed by Mississippi law.

Independent Contractor Status

Contractor is an independent contractor and not an employee of Client for Mississippi and federal tax and labor law purposes.

Client will not withhold taxes from Contractor's compensation.

Contractor is responsible for self-employment taxes, business licenses (if required), liability, health insurance, and worker's compensation (if the Contractor has employees or subcontracts). Contractor is responsible for registering for Mississippi state business taxes (if required).

Intellectual Property

Option A: All intellectual property rights in software, source code, documentation, improvements, data, or inventions created during the engagement shall be owned by Client.

Option B: Ownership of intellectual property will be determined as follows: [Detailed Description of Intellectual Property Ownership].

Contractor hereby assigns all rights to Client.

Pre-existing systems or third-party licensed materials provided by Client remain the property of Client or the respective licensor.

Confidentiality and Data Security

Contractor shall maintain the confidentiality of Client's confidential information, consistent with Mississippi's Uniform Trade Secrets Act.

Contractor shall comply with industry best practices, including [Specific Compliance Requirements, e.g., HIPAA, GLBA], if applicable.

Contractor shall adhere to the following data security requirements: [Detailed Description of Data Security Requirements].

In the event of a data breach, Contractor shall comply with all applicable Mississippi breach notification statutes.

Upon termination, Contractor shall securely return or destroy all Client data.

Option A: Data hosting location is restricted to [Specific Location, e.g., within the United States].

Option B: No data hosting restrictions apply.

Professional Standards and Warranties

Contractor warrants that the services will be performed in compliance with Mississippi technology laws.

Contractor warrants that the services will meet the following minimum performance standards: [Detailed Performance Standards].

Contractor warrants that the services will be compatible with the following platforms: [List of Platforms].

Contractor’s total liability for defects is limited to the amount paid by Client to Contractor under this agreement.

Contractor maintains errors and omissions/professional liability insurance with minimum coverage of [Dollar Amount].

Indemnification

Contractor shall indemnify Client against any claims arising from IP infringement, data breach, or code vulnerabilities introduced by Contractor.

Option A: Client will indemnify Contractor against any claims arising from the Client’s use of the completed work product.

Option B: Each party shall indemnify the other against their own negligence or intentional acts.

Subcontracting and Assignment

Contractor shall not use subcontractors or assign duties without Client's prior written approval.

All subcontractors must agree in writing to Mississippi law, confidentiality, and non-compete provisions enforceable within Mississippi.

Term and Termination

This Agreement shall commence on [Start Date] and continue until [End Date], unless terminated earlier.

Option A: This agreement may be renewed for successive terms upon mutual written consent.

Option B: The agreement will automatically renew for an additional [Number] months unless either party provides written notice of termination at least [Number] days before the end of the term.

Either party may terminate this Agreement with [Number] days' written notice.

Client may terminate this Agreement immediately for nonperformance, breach of security, or violation of Mississippi/industry laws.

Upon termination, Contractor shall deliver all deliverables, return all Client property, and transfer all data as directed by Client.

Dispute Resolution

The parties shall attempt to resolve any disputes through negotiation and mediation.

Venue for any legal action shall be in [County Name] County, Mississippi.

If negotiation and mediation fail, the parties agree to binding arbitration.

Jurisdiction for any legal action shall be in Mississippi state courts.

The prevailing party shall be entitled to recover attorney's fees and costs.

Compliance with Laws

Contractor shall comply with all relevant Mississippi and federal statutes, including electronic records signature recognition, and technology sector rules.

Contractor is responsible for obtaining all necessary local permits or licenses for IT work under Mississippi regulations.

Force Majeure

Neither party shall be liable for delays or failures due to force majeure events, including cyber threats, internet outages, natural disasters, or new Mississippi or federal regulations directly impacting IT work.

Notices

All notices shall be delivered by certified mail or email to the addresses listed above.

Authorized representatives for notice are:

For Client: [Client Authorized Representative Name] at [Client Authorized Representative Email].

For Contractor: [Contractor Authorized Representative Name] at [Contractor Authorized Representative Email].

Representations and Warranties

Contractor represents and warrants that they have no criminal record or professional sanctions relating to IT work in Mississippi.

Contractor represents and warrants compliance with nondebarment rules for public or education sector contracts.

Contractor represents and warrants compliance with export control rules if software or services have international touchpoints.

Severability

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

Merger/Integration Clause

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

Amendment

Any amendment to this Agreement must be in writing and signed by both parties.

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

[Client Complete Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Complete Legal Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]