New Hampshire IT independent contractor agreement template

New Hampshire IT Independent Contractor Agreement

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

• [Client Name], a [Client Entity Type, e.g., Corporation] with its principal place of business at [Client Address], Tax ID: [Client Tax ID], email: [Client Email], phone: [Client Phone] ("Client"),

and

• [Contractor Name], a [Contractor Entity Type, e.g., Sole Proprietorship, LLC] with its principal place of business at [Contractor Address], Tax ID: [Contractor Tax ID], email: [Contractor Email], phone: [Contractor Phone] ("Contractor").

1. Scope of Services

• Option A: Contractor will provide the following IT services to Client: [Detailed Description of IT Services, e.g., Software Development, Network Administration].
• Option B: See attached Exhibit A for a detailed description of the IT services to be provided.
• Deliverables: [List of Deliverables, e.g., Source Code, Documentation].
• Acceptance Criteria: [Detailed Acceptance Criteria for Deliverables].
• Performance Standards: [Specific Performance Standards, e.g., Uptime Percentage, Response Time].
• Documentation Requirements: [Detailed Documentation Requirements].
• Platforms/Technologies: [List of Platforms/Technologies Involved, e.g., AWS, Java].

2. Service Schedule and Project Management

• Option A: Project shall commence on [Start Date] and be completed by [End Date].
• Option B: Services will be provided on an ongoing basis as needed.
• Key Milestones: [List of Key Milestones with Dates].
• Development/Maintenance Phases: [Description of Development/Maintenance Phases].
• Project Management Methods: [Project Management Methodology, e.g., Agile, Waterfall].
• Reporting Frequency and Format: [Reporting Frequency, e.g., Weekly, Monthly] and [Reporting Format, e.g., Email, Report].
• Testing/QA Procedures: [Testing and QA Procedures].
• Deliverable Review/Acceptance Process: [Detailed Process for Reviewing and Accepting Deliverables].

3. Work Location and Access

• Option A: Services will be performed remotely.
• Option B: Services will be performed on-site at Client's premises.
• Option C: Services will be performed in a hybrid model, [Specify Details].
• Access Protocols: [Detailed Access Protocols for On-Site and Remote Access].
• Equipment and Software Supplied by Client: [List of Equipment and Software Provided by Client].
• Equipment and Software Supplied by Contractor: [List of Equipment and Software Provided by Contractor].
• Security/IT Usage Requirements: [Detailed Security and IT Usage Requirements, including VPN, Encryption].

4. Payment Terms

• Option A: Hourly Rate: [Hourly Rate].
• Option B: Per Milestone: [Payment per Milestone].
  • Milestone 1: [Milestone 1 Description], Payment: [Payment Amount].
  • Milestone 2: [Milestone 2 Description], Payment: [Payment Amount].
• Option C: Project-Based: [Total Project Fee].
• Payment Schedule and Deadlines: [Payment Schedule].
• Invoicing Procedure: [Invoicing Procedure].
• Pre-Approval/Expense Reimbursement Policy: [Expense Reimbursement Policy].
• Time/Deliverable Tracking Method: [Method for Tracking Time or Deliverables].
• New Hampshire Tax Withholdings: Contractor is responsible for all self-employment and business taxes, including New Hampshire Business Profits Tax, if applicable.

5. Intellectual Property

• Option A: Work-For-Hire: All deliverables are considered work-for-hire and owned by Client.
• Option B: Transfer of Ownership: Contractor assigns all rights, title, and interest in the deliverables to Client upon full payment.
• Client License Rights: [Specify Client License Rights if not Work-For-Hire].
• Contractor Retained Rights: [Specify any Contractor Retained Rights].
• IP Assignment Instruments: Contractor agrees to execute any necessary IP assignment instruments.

6. Confidentiality and Information Security

• Definition of Client Data: [Definition of Client Data].
• Definition of Source Code: [Definition of Source Code].
• Definition of Proprietary Technology: [Definition of Proprietary Technology].
• Physical and Technical Safeguards: [Detailed Physical and Technical Safeguards to Protect Client Information].
• Non-Disclosure Duration: [Duration of Non-Disclosure Obligation, Including Post-Contract Period].
• Handling, Return, or Destruction of Data: [Requirements for Handling, Return, or Destruction of Sensitive Data].

7. Data Protection Laws Compliance

Contractor shall comply with all applicable New Hampshire state and U.S. federal data protection laws. These may include consumer data privacy laws and breach notification requirements.

8. Independent Contractor Status

Contractor is an independent contractor under New Hampshire law (RSA 275:4 and related statutes). This Agreement does not create an employment, partnership, or joint venture relationship.

Contractor is responsible for all taxes, insurance (including liability and, if required, cyber insurance), workers' compensation (for any employees or subcontractors), and regulatory filings.

9. Subcontractors

• Option A: Contractor may not use subcontractors without Client's prior written consent.
• Option B: Contractor may use subcontractors, subject to the following conditions: [Conditions for Using Subcontractors].
• Background Checks: [Requirements for Background Checks on Subcontractors].
• Confidentiality, IP, and Security Terms: Subcontractors must be bound by the same confidentiality, IP, and security terms as Contractor.

10. Liability and Indemnification

• Limitation of Liability: [Limitation of Liability Clause].
• Indemnification: Contractor shall indemnify Client against any third-party claims arising from Contractor's services, including data breaches and IP infringement.
• Reporting of Breaches: Contractor shall report any actual or suspected data breaches immediately.
• Insurance Coverage Minimums: [Required Insurance Coverage Minimums, if any].

11. Termination

• Expiration: This Agreement shall terminate upon the completion of the services or on [End Date], unless earlier terminated as provided herein.
• Mutual Agreement: This Agreement may be terminated by mutual written agreement of both parties.
• Termination for Cause: Client may terminate this Agreement for cause, including security incidents, IP infringement, breach of confidentiality, or failure to deliver agreed services, upon [Number] days' written notice.
• Termination for Convenience: Client may terminate this Agreement for convenience upon [Number] days' written notice.
• Handover of Deliverables/Data: Upon termination, Contractor shall promptly handover all deliverables, client data, and access credentials.
• Final Payment: Client shall pay Contractor for all services rendered up to the date of termination, subject to any offsets or deductions.

12. Change Order Management

Any changes to the scope of services or project requirements must be documented in a written change order signed by both parties.

The change order shall specify the revised scope of services, deliverables, timeline, and compensation.

13. Dispute Resolution

• Good-Faith Negotiations: The parties agree to attempt to resolve any disputes through good-faith negotiations.
• Option A: Mediation: If negotiations fail, the parties agree to submit the dispute to mediation in [City], New Hampshire.
• Option B: Arbitration: Any unresolved dispute shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association in [City], New Hampshire.
• Option C: Litigation: Any legal action arising out of this Agreement shall be brought in the state courts of New Hampshire, [Specify County, if relevant].
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire.

14. Non-Solicitation

Contractor agrees not to solicit Client's IT staff, clients, or business contacts for a period of [Number] months following the termination of this Agreement. This restriction applies to [Specific Scope of Non-Solicitation, e.g., within a specific geographic area].

15. Non-Compete (Note: Requires Narrow Tailoring and Reasonableness Under New Hampshire Law)

Contractor agrees not to engage in any business that directly competes with Client's business in [Specific Geographic Area] for a period of [Number] months following the termination of this Agreement. This restriction applies to [Specific Scope of Non-Competition]. This clause is only enforceable to the extent it is reasonable and necessary to protect Client's legitimate business interests under New Hampshire law.

16. Licenses and Registrations

Contractor warrants that it possesses and will maintain all necessary local business licenses/registrations as required by New Hampshire municipal authorities.

Contractor is responsible for the payment of all local and state business taxes.

17. General Provisions

• Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control.
• 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 or contemporaneous communications and proposals.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• Notice: All notices under this Agreement shall be in writing and delivered by [Notice Method, e.g., Email, Certified Mail] to the addresses set forth above. Email delivery and electronic signatures are accepted.

18. Open-Source/Third-Party Software

• Option A: Contractor shall obtain Client's prior written approval for the use of any open-source or third-party software in the project.
• Option B: All open-source and third-party software used by Contractor must comply with applicable licenses.

19. Export Control

Contractor shall comply with all applicable export control laws and regulations.

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

____________________________
[Client Name]

____________________________
[Contractor Name]