Montana IT independent contractor agreement template

Montana IT Independent Contractor Agreement

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

[Client Legal Name], with a business address at [Client Business Address], email address [Client Email Address], and primary contact [Client Contact Name] (hereinafter referred to as "Client"),

and

[Contractor Legal Name], with a business address at [Contractor Business Address], email address [Contractor Email Address], and primary contact [Contractor Contact Name] (hereinafter referred to as "Contractor").

1. Scope of Services

The Contractor shall provide the following IT services to the Client: [Detailed Description of IT Services, e.g., Software Development, Network Administration, Cybersecurity Services, IT Consulting, Systems Integration, Cloud Migration, Hardware Support].

Option A: The services shall include, but are not limited to, [List of Specific Tasks].

Option B: The services shall be performed in phases as follows: [Description of Project Phases].

Each phase must adhere to technical requirements of [Technical Requirements], on platforms of [Platforms], with specific technologies of [Technologies], with compatibility requirements of [Compatibility Requirements], and performance metrics of [Performance Metrics]. Testing protocols are [Testing Protocols], and acceptance criteria are [Acceptance Criteria].

The Contractor shall create documentation according to [Documentation Expectations].

2. Deliverables

The Contractor shall deliver the following: [List of Deliverables with Measurable Specifications].

Option A: Deliverables shall be subject to the following deadlines and milestones: [List of Deadlines and Milestones].

Option B: Version control shall be managed using [Version Control Protocols].

Deliverables will be delivered via [Delivery Method, e.g., On-site, Remote, Hybrid]. Reporting structure will be of [Reporting Structure], with a frequency of [Frequency] and a format of [Format, e.g., Tickets, Project Management Platforms]. Escalation paths are [Escalation Paths].

3. Work Site and Resources

The Contractor shall perform the services at the following location: [Work Site Location, e.g., Client Premises in Montana, Home Office, Other Defined Location].

Option A: The Client shall provide the following resources: [List of Client-Provided Hardware, Software, Network Access].

Option B: The Contractor shall provide the following resources: [List of Contractor-Provided Hardware, Software]. VPN Use: [VPN Use]. Remote Connectivity: [Remote Connectivity]. Obligations for Secure Equipment Handling: [Secure Equipment Handling].

4. Service Fee and Payment

The Client shall pay the Contractor a fee of [Fee Amount] for the services provided.

Option A: The fee shall be paid at an hourly rate of [Hourly Rate].

Option B: The fee shall be paid per milestone as follows: [Milestone and Payment Schedule].

Option C: The fee shall be a fixed price for the project of [Project Price].

Invoicing requirements are [Invoicing Requirements], with a payment interval of [Payment Interval], and a payment method of [Payment Method]. Supporting documentation required is [Supporting Documentation]. The Contractor is responsible for all federal and Montana state tax filings, including self-employment taxes and any relevant local levies. Late payment penalties are [Late Payment Penalties], and prompt-pay provisions are [Prompt-Pay Provisions]. Reimbursement for pre-approved expenses directly related to service (hardware, travel, software licensing) are under Montana business expense guidelines. Unauthorized expenses: [Prohibition on Unauthorized Expenses].

5. Intellectual Property

Ownership of all intellectual property, code, documentation, and work product created during the performance of this Agreement shall be determined as follows:

Option A: All deliverables and any specific software or systems developed become the exclusive property of the Client upon payment.

Option B: Pre-existing Contractor intellectual property and third-party components are licensed to the Client under the following terms: [Licensing Terms]. Compliance with open source and third party software is under [Compliance with Montana and Federal IP Law].

6. Confidentiality and Data Security

The Contractor shall maintain the confidentiality of all Client data and information.

Option A: The Contractor shall comply with industry best practices for data security, including [Industry Best Practices, e.g., NIST].

Option B: The Contractor shall comply with Montana data breach notification laws and state privacy regulations. Technical and organizational safeguards must adhere to [Technical and Organizational Safeguards], with data incident reporting timelines of [Reporting Timelines]. Post-termination procedures include [Post-Termination Return or Secure Deletion of Client Data].

7. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client. No employment relationship exists between the Client and the Contractor.

Option A: The Client is not responsible for providing benefits, unemployment, or workers’ compensation to the Contractor. Reference Montana’s independent contractor exemptions and requirements for filing IC exemption certificates.

Option B: The Contractor is responsible for paying their own health, employment, and income taxes. The Contractor is responsible for securing appropriate professional liability insurance and maintaining licenses/certifications as required for IT practitioners in Montana.

8. Liability and Warranties

The Contractor shall be liable for damages resulting from a breach of this Agreement.

Option A: Standards for service quality, timely delivery, system uptime, and cybersecurity: [Standards for Service Quality].

Option B: Remedies for breach may include re-performance, reimbursement, or indemnification. Limits of liability are [Limits of Liability, e.g., related to data loss, breach, or business interruption]. Montana-specific limitations on consequential or punitive damages are [Montana-Specific Limitations].

Warranties include warranty of original work, no infringement, and compliance with applicable Montana and federal IT/data laws. Prompt defect correction procedures are [Prompt Defect Correction Procedures].

9. Audit Rights

The Client shall have the right to audit the Contractor’s work or access IT systems.

Option A: The Client's audit rights extend to [Extent of Client Audit Rights].

Option B: This is especially applicable if the Client holds regulatory obligations.

10. Term and Termination

This Agreement shall commence on [Start Date] and shall continue until [End Date].

Option A: This Agreement may be renewed upon mutual written agreement of the parties.

Option B: Either party may terminate this Agreement for convenience with [Notice Period] written notice.

Option C: Either party may terminate this Agreement for cause immediately upon written notice.

Final accounting process: [Final Accounting Process]. Required return or destruction of any IT resources, software, access credentials: [Return or Destruction of IT Resources]. Detailed transition assistance is under [Transition Assistance].

11. Conflict of Interest, Non-Compete, and Non-Solicitation

The Contractor shall avoid conflicts of interest.

Option A: Non-compete restrictions are as follows: [Non-Compete Restrictions, within Montana Legal Limits]. Referencing Montana case law on restrictive covenants.

Option B: Non-solicitation restrictions are as follows: [Non-Solicitation Restrictions].

12. Dispute Resolution

Any disputes arising under this Agreement shall be resolved as follows:

Option A: The parties shall first attempt to resolve the dispute through good-faith negotiation.

Option B: If negotiation fails, the parties shall submit the dispute to mediation in [City, Montana].

Option C: If mediation fails, the dispute shall be resolved through binding arbitration in [City, Montana], in accordance with Montana law. Exclusive application of Montana state law and venue is [Montana State Law and Venue].

13. Compliance with Laws

The Contractor shall comply with all applicable Montana laws and industry regulations. This includes Montana Electronic Communications Security Act, state-specific cybercrime laws, software licensing compliance, and local insurance requirements for independent contractors.

14. Assignment and Subcontracting

The Contractor may not assign or subcontract its obligations under this Agreement without the prior written consent of the Client. Mandatory vetting and data security compliance for any subcontractors or assistants is required.

15. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement due to a force majeure event. This may include specific Montana events (wildfires, flooding, local government orders).

16. Notice

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

17. Severability, Entire Agreement, and Amendment

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

18. Regulatory Environment

Customization based on the project’s regulatory environment includes compliance with industry-specific IT requirements such as HIPAA for healthcare, GLBA for finance, or relevant Montana sectoral privacy standards.

Both parties acknowledge that they have read, understand, and voluntarily accept this Agreement, have had the opportunity to receive legal counsel, and that this Agreement complies with all relevant Montana labor and IT service statutes and business practices.

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

____________________________

[Client Legal Name]

By: ____________________________

[Client Contact Name], [Client Title]

____________________________

[Contractor Legal Name]

By: ____________________________

[Contractor Contact Name], [Contractor Title]