Nebraska IT independent contractor agreement template

Nebraska IT Independent Contractor Agreement

This Nebraska IT Independent Contractor Agreement is made and entered into as of this [Date] by and between:

• [Client Company Name], a [State of Incorporation] corporation with its principal place of business at [Client Company Address] ("Client"), and
• [Contractor Full Legal Name], residing at [Contractor Address], and/or doing business as [Contractor Business Name (DBA, if applicable)], a [Contractor Business Entity Type, e.g., Sole Proprietorship, LLC] with its principal place of business at [Contractor Business Address] ("Contractor").

1. Scope of Services

• Option A: Detailed Description
  • Contractor shall provide the following IT services to Client: [Detailed description of IT services, e.g., "Develop and maintain a web application using React, Node.js, and PostgreSQL, including front-end development, back-end API development, database design, testing, and deployment to AWS."]
• Option B: Project-Based
  • Contractor shall perform the following project for Client: [Specific project name or description, e.g., "Implementation of a cybersecurity audit and vulnerability assessment for Client's network infrastructure."] Deliverables include: [List of specific deliverables, e.g., "A detailed audit report, vulnerability assessment results, and a prioritized remediation plan."]

2. Term and Termination

• Option A: Fixed Term
  • This Agreement shall commence on [Start Date] and shall continue until [End Date], unless sooner terminated as provided herein.
• Option B: Ongoing
  • This Agreement shall commence on [Start Date] and shall continue until terminated by either party upon [Number] days written notice to the other party.
• Termination for Cause:
  • Client may terminate this Agreement immediately upon written notice to Contractor if Contractor materially breaches this Agreement, including but not limited to, failure to meet agreed-upon deadlines, violation of confidentiality obligations, or unsatisfactory performance of services. Contractor shall have [Number] days to cure such breach.
  • Contractor may terminate this Agreement immediately upon written notice to Client if Client fails to pay Contractor according to the payment terms outlined in this Agreement or if Client engages in illegal or unethical business practices.

3. Compensation

• Option A: Hourly Rate
  • Client shall pay Contractor at an hourly rate of [Dollar Amount] per hour for all services performed. Contractor shall submit detailed invoices to Client on a [Frequency, e.g., weekly, bi-weekly, monthly] basis.
• Option B: Fixed Fee
  • Client shall pay Contractor a fixed fee of [Dollar Amount] for the completion of the services described in Section 1. Payments shall be made according to the following schedule: [Payment schedule, e.g., "30% upon commencement, 30% upon completion of the design phase, and 40% upon final delivery and acceptance."]
• Option C: Milestone-Based
  • Client shall pay Contractor according to the following milestones: [Milestone 1: Description - Payment Amount], [Milestone 2: Description - Payment Amount], [Milestone 3: Description - Payment Amount].
• Expenses:
  • Client shall reimburse Contractor for reasonable and necessary pre-approved expenses incurred in connection with the performance of the services, provided that Contractor submits receipts and documentation for all such expenses. All expenses must be pre-approved by [Name of Contact Person].

4. Independent Contractor Status

• It is the express intention of the parties that Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Nothing in this Agreement shall be construed to create an employer-employee relationship.
• Contractor is solely responsible for all self-employment taxes, federal and Nebraska state income taxes, FICA, and any other applicable taxes or contributions required by law.
• Contractor is not entitled to any employee benefits from Client, including but not limited to health insurance, vacation pay, or retirement plans.
• Contractor acknowledges that Contractor is responsible for obtaining and maintaining any required business licenses or permits necessary to perform the services in Nebraska.

5. Confidentiality

• Contractor acknowledges that during the course of this Agreement, Contractor may have access to confidential information of Client, including but not limited to trade secrets, proprietary data, customer lists, and financial information.
• Contractor shall not disclose any confidential information of Client to any third party without the prior written consent of Client.
• Contractor shall comply with Nebraska's Data Protection and Consumer Notification of Data Security Breach Act (Neb. Rev. Stat. §§ 87-801 to 87-808) in the event of a data breach involving Client's confidential information.
• This confidentiality obligation shall survive the termination of this Agreement for a period of [Number] years.
• Upon termination of this agreement, Contractor shall return all Client data and materials.

6. Intellectual Property

• Option A: Client Ownership
  • All work product, including but not limited to software code, documentation, and designs, created by Contractor in connection with the performance of the services under this Agreement shall be the sole and exclusive property of Client. Contractor hereby assigns to Client all right, title, and interest in and to such work product, including all intellectual property rights therein.
• Option B: Contractor Ownership with License
  • All work product shall remain the property of the Contractor, but the Contractor grants Client a non-exclusive, perpetual license to use, modify, and distribute the work product.
• Contractor warrants that all work product created under this Agreement shall not infringe upon the intellectual property rights of any third party.

7. Limitation of Liability

• To the fullest extent permitted by Nebraska law, Client shall not be liable to Contractor for any indirect, incidental, consequential, special, or punitive damages arising out of or in connection with this Agreement.
• Contractor's total liability to Client for any claims arising out of or in connection with this Agreement shall be limited to the amount of compensation paid by Client to Contractor under this Agreement.
• Contractor shall maintain professional liability insurance in an amount of at least [Dollar Amount].

8. Governing Law and Dispute Resolution

• This Agreement shall be governed by and construed in accordance with the laws of the State of Nebraska, without regard to its conflict of laws principles.
• Any dispute arising out of or in connection with this Agreement shall be resolved through negotiation between the parties. If the parties are unable to resolve the dispute through negotiation, they shall attempt to resolve the dispute through mediation in [City, Nebraska]. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association in [City, Nebraska].

9. Other Provisions

• Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, registered or certified mail, postage prepaid, addressed to the party at the address set forth above. Electronic transmission of notices will be permitted subject to the Nebraska Uniform Electronic Transactions Act.
• Assignment: Contractor shall not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of Client.
• Entire Agreement: This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written, between the parties with respect to such subject matter.
• Amendments: No amendment to this Agreement shall be effective unless it is in writing and signed by both parties.
• Compliance: Contractor shall comply with all applicable federal and Nebraska state laws and regulations, including but not limited to data privacy laws and cybersecurity regulations. If services involve health data, Contractor will comply with HIPAA.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. [Client Company Name] By: [Client Representative Name] Title: [Client Representative Title] Date: [Date] [Contractor Full Legal Name] By: [Contractor Signature] Title: [Contractor Title, e.g., Owner, CEO, Independent Contractor] Date: [Date]