New Jersey IT independent contractor agreement template

New Jersey IT Independent Contractor Agreement

This New Jersey IT Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date], by and between [Client Legal Name], a [Client Business Entity Type] with its principal place of business at [Client Address] (“Client”), and [Contractor Legal Name], a [Contractor Business Entity Type] with its principal place of business at [Contractor Address] (“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, Systems Integration, Network Administration, Cybersecurity Consulting, Cloud Migration, Technical Support, Database Management. Include project requirements, objectives, deadlines, milestones, technical standards, industry frameworks (NIST, ISO, SOC2), and reporting protocols.]
• Option B: Contractor shall perform the services outlined in Schedule A attached hereto.
• Option C: Contractor will provide IT support and maintenance services as requested by the Client on an as-needed basis.

2. Work Location

• Option A: Contractor will perform the services remotely.
• Option B: Contractor will perform the services at Client’s premises located at [Client Address].
• Option C: Contractor will perform the services both remotely and at Client's premises, as required. Details regarding access to facilities, work hours, physical and digital access protocols, and any unique site requirements will be provided by the Client.

3. Data Security and Privacy

• Option A: Contractor shall comply with all applicable federal and New Jersey data protection laws, including the New Jersey Identity Theft Prevention Act, when handling Client data. Contractor shall implement and maintain reasonable security measures to protect Client data from unauthorized access, use, or disclosure.
• Option B: Contractor will adhere to the data security and privacy policies provided in Schedule B attached hereto.
• Option C: Contractor will maintain a data security plan, subject to client review and approval, which encompasses data encryption, access controls, and incident response procedures.

4. Deliverables

• Option A: Contractor will deliver the following deliverables: [List of Deliverables - format, storage, delivery method, acceptance criteria, testing/verification procedures].
• Option B: Deliverables will include source code, documentation, and test results as specified in project documentation. Client feedback and revision requests will be incorporated within a reasonable timeframe.
• Option C: Contractor shall deliver documentation, including user manuals and system specifications, along with the completed project.

5. Compensation

• Option A: Client will pay Contractor at an hourly rate of [Hourly Rate] per hour.
• Option B: Client will pay Contractor a fixed fee of [Fixed Fee] for the completion of the project.
• Option C: Client will pay Contractor a retainer of [Retainer Amount] per month, plus [Hourly Rate] per hour for any hours exceeding [Number] hours per month. Payment shall be made within [Number] days of receipt of a properly documented invoice. Contractor is responsible for all applicable New Jersey state and local business taxes, sales/use tax where relevant, and self-employment taxes.

6. Intellectual Property

• Option A: All work product created by Contractor under this Agreement shall be considered "work for hire" and owned by Client.
• Option B: Contractor retains ownership of pre-existing intellectual property. New software, code, inventions, customizations, or documentation created under this Agreement shall be owned by the Client.
• Option C: Contractor grants to the Client a non-exclusive license to use, modify, and distribute any intellectual property created by Contractor under this agreement.

7. Independent Contractor Status

• Option A: Contractor is an independent contractor and not an employee of Client. Client will not be responsible for withholding or paying any payroll taxes on behalf of Contractor. Contractor is responsible for all New Jersey self-employment, gross receipts or business taxes, insurance, and IRS and New Jersey tax filings.
• Option B: Client is not responsible for providing Contractor with any employee benefits, including health insurance, paid time off, or retirement plans.
• Option C: Contractor agrees to indemnify Client against any claims arising from Contractor’s classification as an independent contractor.

8. Subcontractors

• Option A: Contractor may not use subcontractors without the prior written consent of Client.
• Option B: Contractor may use subcontractors, provided that Contractor remains primarily liable for the performance of all services.
• Option C: All subcontractors used by Contractor must comply with the confidentiality and data security provisions of this Agreement.

9. Insurance

• Option A: Contractor shall maintain general liability and professional liability (errors & omissions) insurance with minimum coverage of [Amount]. Contractor will provide Client with a certificate of insurance upon request.
• Option B: Contractor agrees to maintain current New Jersey business registration and provide proof of such registration to Client.
• Option C: Contractor shall maintain workers' compensation insurance as required by New Jersey law if not exempt.

10. Confidentiality

• Option A: Contractor shall maintain the confidentiality of all Client information, including source code, client credentials, infrastructure details, proprietary algorithms, and sensitive business information.
• Option B: Contractor’s confidentiality obligations shall survive the termination of this Agreement for a period of [Number] years.
• Option C: Contractor shall not solicit Client's employees or clients during the term of this Agreement and for a period of [Number] years following termination, to the extent permitted under New Jersey law.

11. Data Breach and Cybersecurity Incident Response

• Option A: Contractor shall immediately notify Client of any data breach or cybersecurity incident involving Client data.
• Option B: Contractor will cooperate with Client in investigating and remediating any data breach or cybersecurity incident.
• Option C: Contractor shall maintain cyber incident insurance coverage appropriate for the services provided.

12. Termination

• Option A: Client may terminate this Agreement at any time for convenience upon [Number] days written notice to Contractor.
• Option B: Either party may terminate this Agreement for breach if the other party fails to cure the breach within [Number] days of written notice.
• Option C: Upon termination, Contractor shall return or securely delete all Client data and access credentials.

13. Limitation of Liability

• Option A: Client's liability to Contractor shall be limited to the amount of fees paid to Contractor under this Agreement.
• Option B: Neither party shall be liable for any indirect, incidental, or consequential damages.
• Option C: The limitation of liability shall not apply to damages arising from gross negligence, willful misconduct, or data breach.

14. Amendment

• Option A: This Agreement may be amended only by a written instrument signed by both parties.
• Option B: All amendments must be attached to this agreement as an addendum and executed by both parties.

15. Compliance with Laws

• Option A: Contractor shall comply with all applicable federal and New Jersey statutes, regulations, and industry mandates.
• Option B: Contractor warrants that all deliverables will comply with applicable data protection and digital accessibility standards.

16. Governing Law and Jurisdiction

• Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey.
• Option B: Any disputes arising under this Agreement shall be resolved in the state or federal courts located in [New Jersey County] County, New Jersey.

17. Force Majeure

• Option A: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to a force majeure event.
• Option B: Contractor shall implement disaster recovery and business continuity plans to mitigate the impact of any force majeure event.

18. Notice

• Option A: All notices under this Agreement shall be in writing and sent to the addresses set forth above.
• Option B: Electronic communications shall be considered valid notice under this Agreement, consistent with the New Jersey Uniform Electronic Transactions Act.

19. Assignment

• Option A: Contractor may not assign this Agreement without the prior written consent of Client.
• Option B: Client approval is required for any transfer of rights or obligations under this agreement.

20. Representations and Warranties

• Option A: Contractor represents and warrants that it has the authority and ability to enter into this Agreement.
• Option B: Contractor represents and warrants that all deliverables will not infringe upon the intellectual property rights of any third party.

21. Business Registrations and Permits

• Option A: Contractor shall maintain all required business registrations, local business permits, and New Jersey-specific IT certifications.
• Option B: Contractor agrees to provide Client with copies of all relevant registrations and permits upon request.

22. Miscellaneous

• Option A: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Option B: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and understandings.
• Option C: The intellectual property, confidentiality, and indemnification provisions of this Agreement shall survive termination.

23. Client Responsibilities

• Option A: Client will provide Contractor with access to all necessary information and resources to perform the services.
• Option B: Client will provide timely feedback and approval of deliverables.

24. Joint Obligations

• Option A: Both parties agree to cooperate and communicate effectively to ensure the successful completion of the project.
• Option B: Both parties will work together to establish project timelines and milestones.

25. Background Checks and Restrictions

• Option A: Contractor consents to undergo a background check as required by the Client, and will provide necessary documentation.
• Option B: Contractor confirms that there are no restrictions (non-compete/conflict of interest) that would prevent them from fulfilling this agreement.

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

[Client Legal Name]

By: [Client Authorized Signatory Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title]