Montana independent contractor agreement template

Montana Independent Contractor Agreement

This Independent Contractor Agreement (the “Agreement”) is made and entered into as of this [Date], by and between [Client Name], located at [Client Address] (“Client”), and [Contractor Name], located at [Contractor Address] (“Contractor”).

Basic Information

• Client Information:
  • [Client Legal Name]
  • [Client Business Address]
  • [Client Contact Person]
  • [Client Phone Number]
  • [Client Email Address]
  • Client Business Entity Type (if applicable): [Client Entity Type, e.g., LLC, Corporation]
• Contractor Information:
  • [Contractor Legal Name]
  • [Contractor Business Address]
  • [Contractor Contact Person]
  • [Contractor Phone Number]
  • [Contractor Email Address]
  • Contractor Business Entity Type (if applicable): [Contractor Entity Type, e.g., LLC, Sole Proprietorship]
  • Option A: Contractor may engage subcontractors with Client's prior written consent.
  • Option B: Contractor shall not engage any subcontractors.

Description of Services

• Contractor shall perform the following services: [Detailed Description of Services].
  • Including but not limited to: [Specific Tasks and Responsibilities]
  • Scope of Work/Deliverables: [Specific Deliverables and Outcomes]
  • Project Milestones: [List of Project Milestones with Dates]
  • Service Standards/Specifications: [Detailed Quality and Performance Standards]
  • Deadlines/Timelines: [Specific Deadlines for Each Task or Deliverable]
• Location of Performance:
  • Option A: On-site at [Client Location].
  • Option B: Remote.
  • Option C: Mix of on-site and remote, as determined by [Party Determining Location].
• Method of Performance:
  • Option A: Contractor will determine their own working hours and method of performance, subject to meeting the specified deadlines and deliverables.
  • Option B: Contractor's working hours are subject to Client's approval.
• Equipment, Materials, and Tools:
  • Option A: Contractor shall provide all necessary equipment, materials, and tools.
  • Option B: Client shall provide all necessary equipment, materials, and tools.
  • Option C: Contractor and Client will share responsibilities, as described here: [Description of Responsibilities].

Independent Contractor Status

• No Employment Relationship: It is expressly understood and agreed that Contractor is an independent contractor and not an employee, agent, or partner of Client.
• No Employee Benefits: Contractor is not entitled to any employee benefits, including but not limited to, health insurance, paid time off, or retirement benefits.
• Taxes, Insurance, and Licenses: Contractor is solely responsible for all federal, state, and local taxes, insurance, and licenses required to perform the services.
• Right to Refuse Work: Contractor retains the right to refuse similar work for other clients.
• No Exclusivity: This Agreement does not create an exclusive relationship between Client and Contractor unless otherwise agreed in writing.

Contract Term and Termination

• Contract Term:
  • Option A: Fixed-Term: This Agreement shall commence on [Start Date] and terminate on [End Date].
  • Option B: Project-Based: This Agreement shall commence on [Start Date] and terminate upon delivery/completion of [Specific Work].
  • Option C: Indefinite: This Agreement shall continue until terminated as provided herein.
• Termination:
  • Option A: At-Will Termination: Either party may terminate this Agreement at any time, with [Number] days written notice to the other party.
  • Option B: For-Cause Termination: Client may terminate this Agreement immediately for cause, including but not limited to, breach of contract, negligence, or unsatisfactory performance. Contractor may terminate this agreement immediately for cause if Client fails to pay Contractor within a reasonable time after submitting a proper invoice.
  • Procedure for Termination:
    • Notice Requirements: All notices of termination must be in writing and delivered to the address specified above.
    • Final Payment: Upon termination, Client shall pay Contractor for all services performed up to the date of termination, provided such services were performed in accordance with the terms of this Agreement.

Compensation

• Payment Structure:
  • Option A: Flat Fee: Client shall pay Contractor a flat fee of [Dollar Amount] for the completion of the services.
  • Option B: Hourly Rate: Client shall pay Contractor an hourly rate of [Dollar Amount] per hour for all hours worked.
  • Option C: Per Milestone: Client shall pay Contractor according to the following milestone schedule: [Milestone Description]: [Dollar Amount].
  • Option D: Per Deliverable: Client shall pay Contractor [Dollar Amount] for each [Deliverable].
• Payment Schedule:
  • Option A: Upon Invoicing: Client shall pay Contractor within [Number] days of receipt of a proper invoice.
  • Option B: On Milestone Completion: Client shall pay Contractor within [Number] days of the completion of each milestone.
  • Option C: On Specified Dates: Client shall pay Contractor on the [Day] of each [Month].
• Reimbursement of Expenses:
  • Client shall reimburse Contractor for the following expenses: [List of Reimbursable Expenses].
  • Approval Requirements: All expenses must be pre-approved by Client in writing.
  • Submission Process: Contractor must submit receipts and documentation for all expenses.
• Invoicing Procedures: Contractor shall submit invoices to [Client Contact/Department] at [Invoice Email Address] on a [Frequency, e.g., monthly] basis. Invoices must include a detailed description of the services performed, the date of service, and the total amount due.
• Late Payment Provisions: If Client fails to pay Contractor within [Number] days of the due date, a late payment fee of [Percentage]% per month will be applied.
• Withholding and Deductions:
  • Option A: Client will not withhold or deduct any amounts from Contractor's payments, except as required by law.
  • Option B: Client will withhold and deduct amounts as required by law, including but not limited to [Specific Taxes/Deductions].

Confidentiality and Intellectual Property

• Confidentiality and Non-Disclosure: Contractor agrees to hold confidential all Client information, including but not limited to, business information, trade secrets, and customer data. This obligation shall survive the termination of this Agreement.
• Work for Hire:
  • Option A: All work product, inventions, and intellectual property created during the engagement shall be considered "work for hire" and shall be owned exclusively by Client. Contractor hereby assigns all rights, title, and interest in such work product to Client.
  • Option B: Contractor retains all rights, title, and interest in any intellectual property created during the performance of this Agreement, subject to a non-exclusive license granted to the Client to use said IP.
• Permitted Disclosures: Contractor may disclose Confidential Information if required by law or legal process, provided that Contractor provides Client with prompt notice of such required disclosure.

Restrictive Covenants

• Non-Solicitation:
  • Option A: During the term of this Agreement and for a period of [Number] months following termination, Contractor shall not solicit, directly or indirectly, any clients or employees of Client.
  • Scope: This restriction applies to [Specific Geographic Area or Industry Sector].
• Non-Disparagement: Contractor agrees not to disparage Client, its products, services, or employees, either during or after the term of this Agreement.
• Conflict of Interest: Contractor agrees not to engage in any activity that creates a conflict of interest with Client's business.
• Non-Compete: (Note: Enforceability of non-competes varies by state and must comply with applicable state law. Montana disfavors non-competes but may allow them if reasonable and necessary to protect legitimate business interests.)
  • Option A: During the term of this Agreement and for a period of [Number] months following termination, Contractor shall not engage in any business that competes with Client's business within [Specific Geographic Area].
  • Option B: No non-compete agreement is included in this contract.

Tax and Legal Compliance

• Contractor is responsible for all federal, state, and local taxes, payroll taxes, unemployment insurance, and workers' compensation insurance.
  • Option A: Contractor has obtained a Montana Independent Contractor Exemption Certificate (ICEC).
  • Option B: Contractor will obtain a Montana Independent Contractor Exemption Certificate (ICEC).
  • Option C: Contractor is not required to have a Montana Independent Contractor Exemption Certificate (ICEC) given the nature of the work.
• Contractor shall indemnify Client for any non-compliance.
• Contractor is responsible for all required state and municipal licensing.

Records, Audits, and Inspection

• Contractor shall maintain accurate records of all work performed.
• Client may audit Contractor's records upon reasonable notice.
• Client may inspect Contractor's work at any time.

Representations and Warranties

• Contractor represents and warrants that they possess the professional qualifications necessary to perform the services.
• Contractor represents and warrants that they have the authority to enter into this Agreement.
• Contractor represents and warrants that they possess all required business licenses.
• Contractor represents and warrants that they will comply with all applicable laws and regulations.

Indemnification

• Contractor shall indemnify and hold harmless Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or related to Contractor's performance of the services, including but not limited to negligence, third-party claims, and intellectual property infringement.
  • Option A: Client shall also indemnify and hold harmless Contractor from any actions that arise as a result of Client's direct instructions on the performance of the services, assuming Contractor acted as instructed.
• Limitation of Liability: In no event shall either party be liable for consequential damages.

Insurance

• Contractor shall maintain the following minimum types and limits of insurance:
  • Liability Insurance: [Dollar Amount]
  • Professional Liability/Errors and Omissions Insurance: [Dollar Amount] (if applicable)
  • Workers' Compensation Insurance: (If required by Montana law, unless Contractor has an ICEC).
• Contractor shall provide Client with a certificate of insurance evidencing such coverage.

Dispute Resolution

• Option A: Negotiation: The parties shall attempt to resolve any disputes through good-faith negotiation.
• Option B: Mediation: If negotiation fails, the parties shall submit the dispute to mediation in [City, Montana].
• Option C: Arbitration: If mediation fails, the parties shall submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association.
• Option D: Court Litigation: Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in [City, Montana].
• Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Montana.

Assignment and Delegation

• Option A: Contractor may not assign this Agreement or delegate its obligations without Client's prior written consent.
• Option B: Contractor may not assign this Agreement but may delegate its obligations with Client's prior written consent.
• Option C: Contractor may assign this agreement without consent of Client.

Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by events beyond its reasonable control, including but not limited to, acts of God, war, terrorism, or natural disasters.

Termination Obligations

• Upon termination or expiration of this Agreement:
  • Final Payment: Client shall pay Contractor all amounts due for services performed up to the date of termination.
  • Return of Property: Contractor shall return all Client property, including but not limited to, documents, data, and equipment.
  • Ongoing Confidentiality: Contractor's obligations of confidentiality shall survive termination.
  • Non-Solicitation: Contractor's non-solicitation obligations shall continue for [Number] months following termination.

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.
• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
• Amendment and Modification: This Agreement may be amended or modified only by a written instrument signed by both parties.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Notices: All notices shall be in writing and delivered by [Method of Delivery, e.g., certified mail, email] to the addresses specified above.
• Execution: 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 accepted.

Special Montana Considerations

• Montana Right to Work: The parties acknowledge Montana's "Right to Work" law.
• Montana Independent Contractor Exemption Certificate (ICEC): (If applicable, reiterate ICEC responsibility or waiver)
• Enforceability of Non-Competes: The parties acknowledge that Montana law disfavors non-compete agreements, and any such agreement must be reasonable in time, geography, and scope.
• Contractor Disclosures Regarding Workers’ Compensation: Contractor acknowledges their responsibility to obtain workers’ compensation insurance (if not exempt) and for tax withholding, and Contractor understands the risks of foregoing workers’ compensation coverage.

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

[Client Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]