Nevada IT independent contractor agreement template

Nevada IT Independent Contractor Agreement

This Nevada IT Independent Contractor Agreement (the "Agreement") is made and effective as of [Date] by and between:

• [Client Legal Name], a [Client Entity Type, e.g., Corporation, LLC, Sole Proprietorship] with a principal place of business at [Client Address] ("Client")

and

• [Contractor Legal Name], a [Contractor Entity Type, e.g., Corporation, LLC, Sole Proprietorship] with a principal place of business at [Contractor Address] ("Contractor").

1. Scope of Services

The Contractor agrees to provide the following IT services to the Client:

• Option A: Software Development
  • Develop and maintain [Software Name] according to the specifications outlined in Exhibit A. Deliverables include source code, documentation, and testing results. Performance will be measured by successful completion of user stories within each sprint and a minimum of 95% uptime. Technology stack: [List Technology Stack, e.g., Python, React, AWS]. Service Level Agreements (SLAs): [List SLAs, e.g., Response time within 4 hours]. Project phases: [List Project Phases]. Timelines: [List Timelines]. Milestones: [List Milestones]. Key acceptance criteria: [List Acceptance Criteria]. Reporting obligations: [List Reporting Obligations].
• Option B: Cybersecurity Assessment
  • Conduct a cybersecurity assessment of Client's network and systems. Deliverables include a detailed report outlining vulnerabilities and recommendations for remediation. The assessment will adhere to industry best practices and comply with Nevada data privacy law (NRS 603A). Measurable standards of performance include identifying all critical vulnerabilities and providing actionable remediation steps. Technology stack involved: [List Technology Stack]. Service Levels: [List Service Levels]. Project phases: [List Project Phases]. Timelines: [List Timelines]. Milestones: [List Milestones]. Key acceptance criteria: [List Acceptance Criteria]. Reporting obligations: [List Reporting Obligations].
• Option C: IT Consulting
  • Provide IT consulting services related to [Area of Consulting]. Deliverables include a written report with recommendations. Performance will be measured by the successful implementation of the recommended solutions.

2. Work Location and Access

• Option A: Remote Work
  • The Contractor will perform services remotely. The Client will provide necessary system credentials to the Contractor. Equipment policies: [List Equipment Policies].
• Option B: On-Site Work
  • The Contractor will perform services on-site at [Client Address]. Client will provide access to the premises and necessary equipment. Physical security procedures: [List Security Procedures].
• Option C: Hybrid Work
  • The Contractor will perform services both remotely and on-site, as needed. The Client will coordinate scheduling and provide access as required.

3. Compliance with Nevada Law

The Contractor shall comply with all applicable Nevada state and local laws, including but not limited to NRS 603A (data privacy), consumer data protection laws, and cybersecurity best practices. The Contractor shall handle all Nevada resident data confidentially.

4. Compensation

• Option A: Hourly Rate
  • The Client will pay the Contractor an hourly rate of [Hourly Rate] per hour. Payment timelines: [Payment Timelines]. Invoicing details: [Invoicing Details].
• Option B: Flat Project Amount
  • The Client will pay the Contractor a flat amount of [Flat Amount] for the completion of the project. Payment timelines: [Payment Timelines]. Invoicing details: [Invoicing Details].
• Option C: Milestone Payments
  • The Client will pay the Contractor according to the following milestone schedule: [Milestone Schedule]. Invoicing details: [Invoicing Details].

Expense reimbursement conditions: [Expense Reimbursement Conditions]. The Contractor is responsible for all federal, state, and local taxes, including self-employment tax. The Contractor is responsible for reporting Nevada Modified Business Tax (MBT) if applicable.

5. Intellectual Property

• Option A: Client Ownership
  • All intellectual property rights, including software code, custom solutions, and documentation, created as a result of this Agreement shall be owned by the Client. Client-use restrictions: [Client-Use Restrictions].
• Option B: Contractor Ownership with License
  • The Contractor shall retain ownership of the intellectual property, but grants the Client a perpetual, non-exclusive license to use the deliverables.

Pre-existing IP: [Pre-Existing IP Details]. Open source components: [Open Source Component Details]. Upon termination, the Contractor will return or delete all client data.

6. Confidentiality and Data Protection

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

• Technical and administrative safeguards: [List Safeguards].
• Encryption: [Encryption Details].
• Breach notification protocols per NRS 603A: [Breach Notification Protocols].
• Security incident escalation procedures: [Escalation Procedures].

7. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client. This Agreement does not create an employer-employee relationship. The Contractor is solely liable for taxes, insurance, benefits, and workers' compensation (unless exempt under Nevada law). The Contractor acknowledges satisfying NRS 608.0155 ABC test criteria and has reviewed Nevada Department of Taxation guidance on independent contractors.

8. Subcontractors

• Option A: Permitted with Approval
  • The Contractor may use subcontractors with prior written approval from the Client. Required background checks: [Background Check Requirements]. Subcontractors must comply with the same IT security and privacy norms.
• Option B: Not Permitted
  • The Contractor shall not use subcontractors without the express written consent of the Client.

9. Liability and Indemnification

The Contractor shall indemnify and hold harmless the Client from any claims arising from the Contractor's negligence or breach of this Agreement. Limitation of damages: [Limitation of Damages].

10. Insurance

The Contractor shall maintain the following insurance coverage:

• General liability insurance: [Coverage Amount].
• Cyber liability insurance: [Coverage Amount].
• Errors and omissions insurance: [Coverage Amount].

Proof of insurance shall be provided to the Client upon request.

11. Termination

• Option A: Termination for Convenience
  • Either party may terminate this Agreement with [Number] days' written notice.
• Option B: Termination for Cause
  • The Client may terminate this Agreement immediately for breach of contract or security violation.

Settlement of outstanding fees: [Settlement Details]. Final delivery or deletion of client data: [Data Handling Details]. Revocation of access: [Access Revocation Details]. Exit assistance measures: [Exit Assistance Details].

12. Dispute Resolution

Any disputes arising under this Agreement shall be resolved through:

• First: Good-faith negotiation.
• Second: Mediation.
• Third: Arbitration or litigation in Nevada. Nevada law governs this Agreement. Venue is a Nevada state or federal court. Waiver of jury trial if permitted.

13. Nevada Business Licensing and Certifications

The Contractor shall comply with all applicable Nevada business licensing requirements (Nevada Secretary of State registration and state or local business license) and maintain any required industry certifications.

14. Representations and Warranties

The Contractor represents and warrants that:

• All software used is legally acquired.
• The Contractor will comply with all export control laws.
• The Contractor's work will not infringe on any third-party intellectual property rights.

15. Business Records, Audit, and Regulatory Cooperation

The Contractor shall maintain business records per Nevada state requirements and cooperate with governmental or regulatory requests. The Client retains audit rights related to services provided under this agreement.

16. Data Breach and Cyber Incident

In case of a data breach or cyber incident, the Contractor shall comply with Nevada law, including mandatory notifications and indemnification obligations.

17. Non-Solicitation/Non-Compete

To the extent enforceable by Nevada law, the Contractor agrees not to solicit the Client's employees or compete with the Client for a period of [Number] months after termination of this Agreement. Scope: [Scope of Restriction].

18. Assignment of Invention Rights

If custom IT solutions are developed, the Contractor assigns all invention rights to the Client.

19. Miscellaneous

• Waiver: [Waiver Details].
• Severability: [Severability Details].
• Amendment: [Amendment Details].
• Notice: [Notice Details].

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

[Client Legal Name]

By: [Client Signature]

[Client Printed Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Signature]

[Contractor Printed Name]

Title: [Contractor Title]