Missouri construction independent contractor agreement template

Missouri Construction Independent Contractor Agreement

This Missouri Construction Independent Contractor Agreement (the "Agreement") is made and entered into as of this [Date], by and between [Client Name], residing at [Client Address] (hereinafter "Client"), and [Contractor Name], residing at [Contractor Address] (hereinafter "Contractor").

• Client Contact: [Client Phone Number], [Client Email Address]
• Contractor Contact: [Contractor Phone Number], [Contractor Email Address]

Scope of Work:

• Option A: The Contractor shall perform the following construction services (the “Work”): [Detailed Description of Work, Including Specifications, Plans, Drawings, Required Materials and Equipment, Quality Standards, Project Phases, and Deliverable Milestones].
• Option B: The Contractor shall perform the Work as described in Exhibit A, attached hereto and incorporated herein by reference.
• Project Location: The Work shall be performed at the property located at [Legal Property Address].
  • Site Access: [Description of Site Access Expectations].
  • Working Hours: [Specify Working Hours].
  • Onsite Conduct: [Specify Onsite Conduct Expectations].
  • Material Storage: [Specify Material Storage Expectations].
  • Waste Disposal: [Specify Waste Disposal Expectations].
  • Local Ordinances: The Contractor shall comply with all applicable local ordinances.

Term and Schedule:

• Commencement Date: The Work shall commence on [Date].
• Interim Deadlines: [List of Interim Deadlines].
• Substantial Completion: The Work shall be substantially completed by [Date].
• Final Completion: The Work shall be finally completed by [Date].
• Change Orders: Any changes to the scope, timeline, or price of the Work must be documented in a written change order signed by both parties in accordance with Missouri law.

Compensation:

• Payment Structure:
  • Option A: Lump Sum: The Client shall pay the Contractor a lump sum of [Dollar Amount] for the Work.
  • Option B: Progress Payments: The Client shall pay the Contractor according to the payment schedule outlined in Exhibit B, attached hereto and incorporated herein by reference.
  • Option C: Cost-Plus: The Client shall pay the Contractor the cost of the Work plus a percentage of [Percentage]%.
  • Option D: Unit Price: The Client shall pay the Contractor based on the unit prices specified in Exhibit C, attached hereto and incorporated herein by reference.
• Payment Schedule: [Detailed Payment Schedule Tied to Milestones or Percentage Completion].
• Retainage: The Client shall retain [Percentage]% of each progress payment as retainage, consistent with Missouri lien law.
• Invoicing Requirements: The Contractor shall submit invoices to the Client at [Frequency], containing [Required Information on Invoices].
• Payment Timing: The Client shall pay the Contractor within [Number] days of receipt of an approved invoice.
• Payment Method: Payments shall be made by [Method of Payment].
• Invoice Approval: The Client's approval of an invoice shall be based on [Criteria for Payment Approval].
• Disputed Invoices: Any disputed invoices shall be subject to the procedures outlined in Section [Section Number].
• Tax Responsibility: The Contractor is solely responsible for all self-employment taxes, unemployment taxes, and income tax reporting obligations in compliance with Missouri Department of Revenue and IRS guidance.

Responsibilities:

• Contractor Responsibilities: The Contractor shall be responsible for providing:
  • Option A: All labor, materials, tools, equipment, transportation, permits, and disposal fees necessary to complete the Work.
  • Option B: Labor, tools, and equipment. The Client shall provide materials.
• Client Responsibilities: The Client shall be responsible for providing:
  • Option A: Nothing, except for timely payment as outlined in this Agreement.
  • Option B: [Specific Materials or Services].
• Compliance: The Contractor shall comply with all applicable Missouri licensing, permit, and building code requirements.

Ownership and Intellectual Property:

• Ownership of Plans: Ownership of the plans and specifications for the Work shall be [Party].
• Ownership of Work Product: Upon final payment, ownership of the finished Work shall transfer to the Client.
• Intellectual Property: [Specify Intellectual Property Rights, if Applicable].
• As-Built Documentation: The Contractor shall provide the Client with "as-built" documentation upon completion of the Work.

Insurance:

• Required Insurance: The Contractor shall maintain the following insurance coverage at all times during the term of this Agreement:
  • General Liability Insurance: [Dollar Amount].
  • Workers' Compensation Insurance: (If employing others) As required by Missouri law.
  • Automobile Insurance: [Dollar Amount].
  • Builder's Risk Insurance: [Dollar Amount].
• Certificates of Insurance: The Contractor shall provide the Client with certificates of insurance evidencing the required coverage.
• Notification: The Contractor shall notify the Client of any policy changes, lapses, or claims affecting the project.

Independent Contractor Status:

• The Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of the Client.
• The Contractor is solely responsible for all payroll, employee classification, workers' compensation (if applicable), and tax obligations under Missouri law.

Indemnification:

• The Contractor shall defend, indemnify, and hold harmless the Client from and against any and all claims, damages, or injuries arising out of or related to the Contractor's performance of the Work, including the actions of its subcontractors, except to the extent caused by the Client's negligence.

Permits and Compliance:

• The Contractor shall be responsible for securing all applicable permits, inspections, and code compliance.
• The Contractor shall comply with all applicable Missouri Uniform Building Codes, OSHA standards, and local safety rules, including daily jobsite safety, reporting incidents, and correcting hazards.

Subcontractors:

• The Contractor may use subcontractors to perform portions of the Work, subject to the Client's prior written approval.
• The Contractor shall ensure that all subcontractors are properly licensed and insured.
• The Contractor shall enter into written subcontracts with all subcontractors, requiring compliance with the terms of this Agreement.
• The Contractor shall ensure compliance with Missouri prevailing wage rates where applicable for public projects.

Mechanics' Liens:

• The Contractor shall provide the Client with conditional and unconditional lien waivers as a condition of progress and final payments, in accordance with Missouri Revised Statutes.
• The Client is informed of its rights and obligations regarding potential mechanics' liens under Missouri law.

Change Orders and Unforeseen Conditions:

• All changes to the scope of Work must be documented in a written Change Order.
• Change Orders must include adjustments to the price, schedule, and description of Work.
• In the event of unforeseen site conditions, the Contractor shall notify the Client immediately.

Warranty:

• The Contractor warrants that the Work will be performed in a workmanlike manner and free from defects in materials and workmanship for a period of [Number] year(s) from the date of final completion.
• This warranty does not cover defects caused by [Exclusions from Warranty].
• This warranty is in addition to any statutory warranties required under Missouri law.

Termination:

• Termination for Convenience: The Client may terminate this Agreement for convenience upon [Number] days written notice to the Contractor.
• Termination for Cause: Either party may terminate this Agreement for cause upon [Number] days written notice to the other party.
  • Grounds for Immediate Termination: [List of Grounds for Immediate Termination, e.g., Breach, Insolvency, Safety Violation].
• Rights to Cure: The breaching party shall have [Number] days to cure the breach.
• Obligation to Pay: Upon termination, the Client shall pay the Contractor for all Work completed and accepted prior to the termination date.
• Transition and Return of Property: Upon termination, the Contractor shall promptly return all property, documents, and materials belonging to the Client.

Dispute Resolution:

• Negotiation: The parties shall first attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.
• Mediation: If negotiation fails, the parties shall submit the dispute to mediation in [City, State].
• Arbitration/Litigation: If mediation fails, the parties shall resolve the dispute through [Arbitration or Litigation] in a court of competent jurisdiction in [County/City, Missouri], under Missouri law.
• Attorneys’ Fees and Costs: The prevailing party in any dispute resolution proceeding shall be entitled to recover its reasonable attorneys’ fees and costs.

Confidentiality:

• The Contractor shall maintain the confidentiality of all project data, client information, bidding details, and trade secrets.
• Exceptions: The Contractor may disclose confidential information as required by law.

Compliance with Laws:

• The Contractor shall comply with all applicable Missouri human rights and anti-discrimination statutes, equal opportunity employment laws, the Missouri Worker Eligibility Verification Law, and anti-harassment policies.

Force Majeure:

• Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to severe weather, government shutdowns, material shortages, and acts of God.

Entire Agreement:

• This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements and understandings, whether written or oral.
• Amendments: Any amendments to this Agreement must be in writing and signed by both parties.

Signatures:

• This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
• Electronic signatures shall be permitted to the extent allowed under the Missouri Uniform Electronic Transactions Act.

Attachments:

• Exhibit A: Scope of Work
• Exhibit B: Payment Schedule
• Exhibit C: Unit Prices (If Applicable)
• Exhibit D: Insurance Certificates

Environmental Compliance:

• The Contractor shall comply with all applicable Missouri environmental laws and regulations, including those relating to hazardous materials handling and disposal, and stormwater management.

Applicable Laws:

• The Contractor shall comply with all applicable federal and Missouri state laws affecting construction, including but not limited to the Missouri Prompt Payment Act, Missouri Prevailing Wage Law, and federal Davis-Bacon (as applicable).

Data Protection and Privacy:

• The Contractor shall protect the privacy of any sensitive client or project information.

Project Closeout:

• Upon completion of the Work, the parties shall conduct a punch list, project closeout, and walk-through.
• The Contractor shall provide the Client with operation and maintenance manuals where appropriate.

Notices:

• All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, or by email, to the addresses set forth above.

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

____________________________
[Client Name]

____________________________
[Contractor Name]