New Mexico independent contractor agreement template

New Mexico Independent Contractor Agreement

This Independent Contractor Agreement (the “Agreement”) is made and entered into as of this [Date], by and between [Client Legal Name], with a mailing address of [Client Address] (“Client”), and [Contractor Legal Name], with a mailing address of [Contractor Address] (“Contractor”).

1. Scope of Work

The Contractor shall perform the following services for the Client: [Detailed description of services, including background, purpose, responsibilities, deliverables, milestones, deadlines, project timeline, and work location (remote, on-site, or hybrid)].

Option A: The Contractor shall perform the services described in Exhibit A attached hereto.

Option B: The Client may, from time to time, request that the Contractor perform additional services. Such services shall be subject to a separate written agreement.

2. Independent Contractor Status

The Contractor is an independent contractor of the Client. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between the parties. The Contractor affirms that they are performing services as an independent business.

Option A: The Contractor shall have complete control over the manner and means of performing the services.

Option B: The Contractor’s work will not be supervised or directed by the Client.

3. Term and Termination

This Agreement shall commence on [Start Date] and shall continue until:

Option A: [End Date] (Fixed-Term).

Option B: The completion of the project described in Section 1 (Project-Based).

Option C: An indefinite term, terminable by either party with [Number] days written notice.

This Agreement may be terminated earlier by either party for cause, including but not limited to:

Material breach of this Agreement.

Non-performance of the services.

Insolvency of either party.

Procedure for termination for cause: The party seeking to terminate must provide written notice to the other party specifying the cause for termination and allowing [Number] days to cure the breach.

4. Compensation

The Client shall compensate the Contractor as follows: [Exact fee or fee structure (hourly, flat, per-project, retainer)].

Option A: Hourly rate of [Dollar Amount] per hour.

Option B: Flat fee of [Dollar Amount] for the completion of the project.

Option C: Per-project fee as detailed in Exhibit B attached hereto.

Payment Schedule: [Upon milestones, net 30/60, biweekly/monthly].

Option A: Upon completion of each milestone as defined in Exhibit A.

Option B: Net 30 days from the date of invoice.

Invoicing Procedures: The Contractor shall submit invoices to [Client Contact Person] at [Client Email Address] on a [Frequency] basis.

Reimbursement Policies: [Describe any reimbursement policies for expenses].

Late Payment Penalties: [Specify late payment penalties, if any].

5. Taxes and Benefits

The Contractor is solely responsible for all federal, state, and local taxes, including estimated self-employment taxes, income taxes, and business licenses. The Client will report payments to the Contractor via IRS Form 1099.

The Contractor is not eligible for any employee benefits provided by the Client, including but not limited to health insurance, retirement contributions, paid leave, unemployment, sick leave, or workers’ compensation. The Contractor understands the legal distinction between employee and contractor status as recognized by New Mexico law, referencing applicable state statutes and regulations.

6. Standards of Conduct and Performance

The Contractor shall perform the services with reasonable care and skill, in a professional and workmanlike manner, and in accordance with industry standards. Mutually agreed quality metrics include [Specific metrics].

Attendance/Availability Requirements:

Option A: Set hours of [Start Time] to [End Time] on [Days of the Week].

Option B: On-call status as needed.

Option C: Ad-hoc as required for project completion.

Ethical Obligations: The Contractor shall maintain the highest ethical standards in performing the services.

7. Intellectual Property

Ownership of work product, inventions, or copyrightable materials created during the engagement:

Option A: All work product shall be considered work-for-hire and owned by the Client. The Contractor hereby assigns all right, title, and interest in and to such work product to the Client.

Option B: The Contractor shall retain ownership of all intellectual property created during the engagement. The Client shall have a non-exclusive license to use such intellectual property.

Option C: The parties agree to negotiate ownership of intellectual property on a project-by-project basis.

Assignment of Rights: The Contractor agrees to cooperate with the Client in registering and protecting the Client's intellectual property rights.

8. Confidentiality and Non-Disclosure

The Contractor shall maintain the confidentiality of all confidential business information, trade secrets, and client data during and after the term of this Agreement.

Duration:

Option A: Indefinite.

Option B: For a period of [Number] years after the termination of this Agreement.

Carve-outs: This confidentiality obligation shall not apply to information that is already in the public domain.

9. Non-Solicitation/Non-Compete (Optional - Review New Mexico Law Carefully)

Non-Solicitation:

Option A: The Contractor shall not solicit the Client's employees, customers, or vendors for a period of [Number] years after the termination of this Agreement.

Option B: This section is intentionally omitted.

Non-Compete: (Note: Non-compete provisions in New Mexico are generally unenforceable against health care practitioners and must comply with N.M. Stat. Ann. § 24-1I-1 et seq.; for other occupations you must ensure any restrictions are reasonable and legal.)

Option A: The Contractor shall not engage in any business that competes with the Client's business within [Geographic Area] for a period of [Number] years after the termination of this Agreement.

Option B: This section is intentionally omitted.

10. Deliverables Acceptance

The Client shall have [Number] days to review deliverables submitted by the Contractor and provide written notice of acceptance or rejection.

If rejected, the Contractor shall have [Number] days to correct and resubmit the deliverables.

11. Insurance

The Contractor shall maintain the following insurance coverage:

Option A: General liability insurance with a minimum coverage of [Dollar Amount].

Option B: Professional liability insurance with a minimum coverage of [Dollar Amount].

Option C: Workers' compensation insurance as required by New Mexico law, OR affirmation that the contractor maintains no employees and is therefore not required to obtain workers' compensation insurance.

Option D: No insurance required.

The Contractor shall provide proof of insurance to the Client upon request.

12. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved as follows:

Option A: Informal discussion between the parties.

Option B: Mediation.

Option C: Binding arbitration.

Option D: Court litigation.

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

Venue: The venue for any legal action arising out of or relating to this Agreement shall be [County] County, New Mexico.

Jury Trial Waiver: [Opt-in/Opt-out of jury trial].

13. Amendment and Waiver

This Agreement may be amended only by a written agreement signed by both parties.

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

Electronic signatures are accepted.

14. Representations and Warranties

The Contractor represents and warrants that:

They are qualified and licensed to perform the services.

They have the ability to provide the services in a professional and workmanlike manner.

They are in good standing under New Mexico law.

They have no prior conflicts of interest that would interfere with their ability to perform the services.

15. Indemnification

The Contractor shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses (including attorney's fees) arising out of or relating to:

The Contractor's negligent or wrongful acts.

The Contractor's infringement of any intellectual property rights.

The Contractor's breach of this Agreement.

16. Assignment and Delegation

Neither party may assign or delegate any of its rights or obligations under this Agreement without the prior written consent of the other party.

Option A: Assignment allowed with written consent.

Option B: No assignment allowed.

17. Agency

The Contractor is not an agent or legal representative of the Client and shall not have the authority to bind the Client to any contract or obligation.

18. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, strikes, and natural disasters.

19. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

20. 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.

21. Headings

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

22. Counterparts

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.

23. Notices

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, or sent by email to the addresses set forth above.

24. New Mexico Specific Provisions

Compliance with New Mexico Minimum Wage Act (where applicable, including exemptions).

Compliance with New Mexico regulatory boards governing professional licensing (if required by the nature of the services).

For contracts involving healthcare professionals, ensure compliance with New Mexico’s Health Care Practitioner Non-Compete Agreements Act.

Tax Compliance: Contractor is solely responsible for tax compliance. Client will report income via IRS Form 1099.

25. Anti-Discrimination and Harassment

The Contractor affirms compliance with all applicable state and federal anti-discrimination and harassment laws, including the New Mexico Human Rights Act.

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

[Client Legal Name]

By: [Client Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title]