New Jersey independent contractor agreement template

New Jersey Independent Contractor Agreement

Agreement Date: [Date]

Client: [Client Legal Name]

• Address: [Client Business Address]
• Contact Person: [Client Contact Name]
• Email: [Client Email]
• Phone: [Client Phone]

Contractor: [Contractor Legal Name]

• Business Entity (if applicable): [Contractor Business Entity Type]
• Address: [Contractor Business Address]
• Contact Person: [Contractor Contact Name]
• Email: [Contractor Email]
• Phone: [Contractor Phone]

Party Designations: [Client] shall be referred to as "Client" and [Contractor] shall be referred to as "Contractor".

Scope of Services:

• Option A: The Contractor shall perform the following services: [Detailed Description of Services]
• Option B: The Contractor shall perform the services outlined in Exhibit A, attached hereto and incorporated by reference.

Deliverables: [Detailed Description of Deliverables]

Milestones: [Specific Project Milestones]

Timeline: [Project Start and End Dates]

Service Location:

• Option A: Onsite at [Client Location]
• Option B: Offsite at [Contractor Location]
• Option C: Remote

Subcontracting:

• Option A: The Contractor may not subcontract any work under this Agreement.
• Option B: The Contractor may subcontract work under this Agreement with the prior written consent of the Client.

Ownership of Materials:

• Option A: All materials created by the Contractor under this Agreement shall be owned by the Client.
• Option B: The Contractor retains ownership of all materials created under this Agreement.

Required Standards: [Detailed Description of Required Standards]

Independent Contractor Relationship:

• The Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of the Client.
• The Contractor has no authority to bind the Client in any way.
• The Contractor is responsible for all applicable taxes and benefits arising out of the Contractor's services under this Agreement, including but not limited to, federal and state income taxes, self-employment taxes, Social Security, Medicare, unemployment insurance, and workers’ compensation. The Contractor is ineligible for any employee benefits provided by the Client.

Payment and Compensation:

• Option A: Flat Fee: The Client shall pay the Contractor a flat fee of [Dollar Amount].
• Option B: Hourly Rate: The Client shall pay the Contractor an hourly rate of [Dollar Amount] per hour.
• Option C: Project-Based: The Client shall pay the Contractor according to the project-based rates outlined in Exhibit B, attached hereto and incorporated by reference.
• Option D: Retainer: The Client shall pay the Contractor a retainer fee of [Dollar Amount] per [Month/Quarter/Year].

Payment Schedule: [Payment Schedule Details]

Payment Method: [Payment Method, e.g., Check, Wire Transfer, ACH]

Reimbursement of Expenses:

• Option A: The Client shall reimburse the Contractor for reasonable expenses incurred in connection with the performance of services under this Agreement, subject to prior written approval by the Client.
• Option B: The Client shall not reimburse the Contractor for any expenses.

Invoicing Standards: [Invoicing Requirements]

Tax Withholdings: The Contractor is solely responsible for all tax withholdings, Social Security, Medicare, unemployment, and workers’ compensation contributions related to payments received under this Agreement.

Term and Termination:

• Option A: Fixed Term: This Agreement shall commence on [Start Date] and shall continue until [End Date].
• Option B: Project Completion: This Agreement shall commence on [Start Date] and shall continue until the completion of the services outlined in Section 2.
• Option C: Indefinite Term: This Agreement shall commence on [Start Date] and continue until terminated as provided herein.

Termination Notice:

• Option A: Either party may terminate this Agreement upon [Number] days written notice to the other party.
• Option B: The Client may terminate this agreement immediately in case of breach.
• Option C: The Contractor may terminate this agreement immediately in case of breach.

Grounds for Early Termination:

• For Cause: [Define what constitutes "cause" for termination]
• For Convenience: The Client may terminate this Agreement for any reason upon providing the required notice.
• Breach: Either party may terminate this Agreement upon a material breach by the other party, provided that the non-breaching party gives written notice of the breach and the breaching party fails to cure the breach within [Number] days of such notice.

Post-Termination Duties:

• Final Payments: Upon termination, the Client shall pay the Contractor for all services performed and expenses incurred up to the date of termination.
• Return of Property: Upon termination, the Contractor shall return to the Client all property belonging to the Client, including but not limited to, documents, data, equipment, and access keys.

Effects of Termination: Termination of this Agreement shall not relieve either party of its obligations under Sections 6 (Confidentiality) and 7 (Intellectual Property), which shall survive termination.

Intellectual Property:

• Option A: All intellectual property rights in any work product created by the Contractor in connection with this Agreement shall be owned by the Client. The Contractor hereby assigns all right, title, and interest in such work product to the Client.
• Option B: The Contractor retains all intellectual property rights in any work product created by the Contractor in connection with this Agreement. The Client is granted a non-exclusive license to use such work product for its internal business purposes.

Confidentiality:

• Definition of Confidential Information: [Detailed Definition of Confidential Information]
• Term of Confidentiality: The obligations of confidentiality under this Section shall survive termination of this Agreement and continue for a period of [Number] years thereafter.
• Exclusions: The obligations of confidentiality under this Section shall not apply to information that is: (a) publicly available; (b) independently developed by the Contractor; or (c) received by the Contractor from a third party without any obligation of confidentiality.

Non-Solicitation/Non-Competition/Conflict of Interest:

• Note: These clauses may be subject to limitations under New Jersey law.
• Option A: The Contractor agrees not to solicit, directly or indirectly, any employees or clients of the Client during the term of this Agreement and for a period of [Number] years thereafter.
• Option B: The Contractor agrees not to engage in any business that competes with the business of the Client during the term of this Agreement and for a period of [Number] years thereafter within [Geographic Area].
• Option C: Omit entirely.

Contractor's Control and Independence:

• The Contractor shall determine the Contractor's own working hours and methods.
• The Contractor shall provide the Contractor's own equipment and tools.
• The Contractor has the right to work for other clients.
• The Contractor shall comply with the Client's policies regarding safety, proprietary systems, and conduct while on the Client's premises.

Representations and Warranties:

• The Contractor represents and warrants that the Contractor is qualified to perform the services under this Agreement.
• The Contractor represents and warrants that the Contractor has the right to provide the services under this Agreement.
• The Contractor represents and warrants that the Contractor's performance of services under this Agreement will comply with all applicable laws, including but not limited to, labor laws, tax laws, and licensing requirements.
• The Contractor represents and warrants that the Contractor's performance of services under this Agreement will not infringe on any third-party rights.

Indemnification and Limitation of Liability:

• Option A: The Contractor shall indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to the Contractor's performance of services under this Agreement.
• Option B: Omit entirely.

Insurance:

• Option A: The Contractor shall maintain the following insurance coverage: [Insurance Requirements, e.g., General Liability, Professional Liability, Workers' Compensation], with minimum coverage amounts of [Dollar Amount] per occurrence and [Dollar Amount] in the aggregate. The Contractor shall provide the Client with evidence of such insurance upon request.
• Option B: Omit entirely.

Dispute Resolution:

• Option A: Mediation: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, State].
• Option B: Arbitration: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in [City, State], in accordance with the rules of the American Arbitration Association.
• Option C: Litigation: Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County, State].

Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey.

Notice: All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by email to the addresses set forth in Section 1.

Assignment:

• Option A: Neither party may assign this Agreement without the prior written consent of the other party.
• Option B: The Client may assign this agreement to a successor in interest.

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 with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Amendment: This Agreement may be amended only by a written instrument signed by both parties.

Counterparts and Electronic Signatures: 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. Facsimile, PDF, and electronic signatures shall be deemed equivalent to original signatures.

Compliance with Laws: The Contractor shall comply with all applicable federal, state, and local laws, rules, and regulations, including but not limited to, employment laws, tax laws, and independent contractor classification rules.

New Jersey-Specific Considerations:

• ABC Test for Independent Contractor Status in New Jersey: To be considered an independent contractor in New Jersey, the Contractor must satisfy all three prongs of the ABC test: (A) the worker is free from control or direction over the performance of the work; (B) the service is either outside the usual course of the business for which such service is performed, or such service is performed outside of all the places of business of the enterprise for which such service is performed; and (C) the worker is customarily engaged in an independently established trade, occupation, profession or business.
• Compliance with New Jersey Law Against Discrimination (LAD): The Contractor shall comply with all provisions of the New Jersey Law Against Discrimination (N.J.S.A. 10:5-1 et seq.).

Tax and Unemployment Insurance Responsibilities: The Contractor acknowledges that the Contractor is responsible for paying all applicable taxes and is not eligible for unemployment insurance benefits based on services performed under this Agreement. Refer to the New Jersey Department of Labor for more information on independent contractor rights.

Client Signature:

____________________________

[Client Printed Name]

[Client Title]

Date: ____________________________

Contractor Signature:

____________________________

[Contractor Printed Name]

[Contractor Title]

Date: ____________________________