Missouri IT independent contractor agreement template

Missouri IT Independent Contractor Agreement

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

• [Client Name], located at [Client Address], Missouri (“Client”), and
• [Contractor Name], located at [Contractor Address], Missouri (“Contractor”).

1. Description of Services

• Option A: The Contractor shall provide the following IT services to the Client: [Detailed Description of Services, including specific tasks, deliverables, and timelines]. Examples of IT services include, but are not limited to: software development, systems integration, network administration, cybersecurity management, cloud services, technical support, or IT consulting.
• Option B: The Contractor shall perform services as described in the attached Statement of Work (Exhibit A), which is incorporated herein by reference.
  • The Statement of Work will include the scope of work, project phases, technical specifications, deliverable formats, standards, deadlines, acceptance criteria, and reporting requirements.

2. Location of Services

• Option A: The services will be performed remotely. The Contractor is responsible for maintaining a secure remote work environment.
  • The Contractor will adhere to the following security protocols: [Specify Remote Security Protocols].
• Option B: The services will be performed on-site at the Client’s facility located at [Client Address].
  • The Client will provide the Contractor with necessary equipment and network access.
• Option C: The services will be performed using a hybrid approach, with some services performed remotely and others performed on-site as mutually agreed upon.

3. Compensation

• Option A: The Client shall pay the Contractor an hourly rate of [Dollar Amount] per hour.
• Option B: The Client shall pay the Contractor a fixed fee of [Dollar Amount] for the completion of the services described in Section 1.
• Option C: The Client shall pay the Contractor according to the milestones set forth in Exhibit B, attached hereto.
  • Payment Schedule: [Specify Payment Schedule]
  • Invoicing Method: [Specify acceptable invoicing methods]
  • Supporting Documentation: [Specify any required supporting documentation]

The Contractor is responsible for all federal and Missouri income tax, self-employment tax, and other applicable taxes. The Contractor’s EIN or taxpayer identification number is [EIN/Tax ID]. Late fees will be assessed at [Percentage]% per month on overdue invoices.

4. Intellectual Property

• Option A: All work product, code, software, documentation, inventions, and data created by the Contractor in connection with the services provided under this Agreement shall be the sole and exclusive property of the Client. The Contractor hereby assigns all right, title, and interest in and to such work product to the Client, including all copyrights and patent rights.
• Option B: The Contractor grants the Client a non-exclusive, perpetual, irrevocable license to use the work product, code, software, documentation, inventions, and data created by the Contractor in connection with the services provided under this Agreement. The Contractor retains ownership of the underlying intellectual property.

5. Confidentiality and Data Protection

The Contractor shall maintain the confidentiality of all Client information, including but not limited to trade secrets, customer data, and financial information. The Contractor shall comply with all applicable federal and Missouri data privacy laws, including [List Specific Laws, e.g., HIPAA, GLBA, Missouri data breach notification law].

• The Contractor will implement the following security measures to protect Client data: [Specify Security Measures].
• Data storage, transmission, and destruction must comply with [Specify Compliance Standards].

6. Cybersecurity

The Contractor shall comply with industry-standard cybersecurity frameworks such as [Specify Frameworks, e.g., NIST, CIS]. If the Contractor will access sensitive client systems or protected health information, the Contractor shall undergo a background check.

• Incident Response Procedures: [Detail Incident Response Procedures]
• Breach Notification Procedures: [Detail Breach Notification Procedures compliant with RSMo § 407.1500].

7. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client. The Contractor is responsible for federal and Missouri income tax, self-employment tax, business registration, and insurance. The Contractor is not eligible for any of the Client’s employee benefits.

• The Contractor must provide proof of Missouri worker’s compensation exemption if not hiring employees.

8. Liability and Indemnification

The Contractor shall be liable for any damages caused by their negligence or willful misconduct in the performance of services under this Agreement. The Contractor shall indemnify and hold harmless the Client from any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to the Contractor’s breach of this Agreement or the Contractor’s negligence or willful misconduct.

• Limitation of Liability: [Specify any limitations on liability]

9. Insurance

The Contractor shall maintain the following insurance coverage:

• Professional Liability (E&O) Insurance: [Specify Minimum Coverage Amount]
• Cyber Liability Insurance: [Specify Minimum Coverage Amount]
• General Liability Insurance: [Specify Minimum Coverage Amount]
• The Contractor shall provide the Client with proof of insurance upon request.

10. Termination

• Option A: Either party may terminate this Agreement upon [Number] days written notice to the other party.
• Option B: The Client may terminate this Agreement immediately upon written notice to the Contractor if the Contractor materially breaches this Agreement.

Upon termination, the Contractor shall return all Client data and deliverables to the Client.

11. Project Management and Communication

The Client’s project representative is [Client Representative Name]. The Contractor shall provide regular status updates to the Client.

• Frequency of Status Meetings: [Specify Frequency]
• Escalation Process: [Detail Escalation Process]

12. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved through negotiation, mediation, and, if necessary, binding arbitration in accordance with the Missouri Uniform Arbitration Act (RSMo § 435).

• Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri. The venue for any legal action shall be [County Name] County, Missouri.

13. Compliance with Laws

The Contractor shall comply with all applicable federal and Missouri laws and regulations, including the Missouri Computer Crimes Act, software export controls, and state record retention laws.

14. Miscellaneous

• This Agreement constitutes the entire agreement between the parties 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.
• This Agreement may not be assigned by either party without the prior written consent of the other party.
• Electronic signatures shall be valid in accordance with Missouri’s Uniform Electronic Transactions Act.
• Contractor will not solicit employees from Client during the term of this agreement and for [Number] months after termination.

15. Representations and Warranties

Each party represents and warrants that it has the legal right and authority to enter into this Agreement and to perform its obligations hereunder. Contractor represents they are in compliance with all Missouri business registration requirements.

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

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]