New York independent contractor agreement template

New York Independent Contractor Agreement

This Independent Contractor Agreement ("Agreement") is made and entered into as of this [Date], by and between [Client/Company Name], with its principal place of business at [Client/Company Address] ("Client") and [Contractor Legal Name], with a principal place of business/residence at [Contractor Business/Residence Address] ("Contractor"). The Contractor's Tax Identification Number (TIN) or Employer Identification Number (EIN) is [Contractor TIN/EIN].

Scope of Services

• Option A: The Contractor shall provide the following services to the Client: [Description of Services].
• Option B: The Contractor shall perform the services as described in Exhibit A, attached hereto and incorporated herein.
• Deliverables: [Description of Expected Deliverables]
• Milestones: [List of Milestones and Deadlines]
• Work Location:
  • Option A: Onsite at [Client Location].
  • Option B: Offsite at [Contractor Location].
  • Option C: Remote.
  • Option D: Hybrid (specify conditions): [Hybrid Conditions].
• Subcontracting:
  • Option A: The Contractor may subcontract the services to qualified individuals or entities.
  • Option B: The Contractor shall personally perform the services and may not subcontract.
• Tools and Equipment:
  • Option A: The Client shall provide all necessary tools, materials, and equipment.
  • Option B: The Contractor shall provide all necessary tools, materials, and equipment.

Independent Contractor Relationship

• The parties intend that the Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of the Client.
• Nothing in this Agreement shall be construed to create an employment relationship.
• The Contractor is not entitled to any employee benefits from the Client, including but not limited to health insurance, retirement plans, paid time off, or workers' compensation.
• Acknowledgement of Independent Business Operation: The Contractor acknowledges operating an independent business and maintains control over the methods and schedule of work.
• The Contractor is responsible for paying all applicable self-employment taxes, including but not limited to Social Security and Medicare taxes.

Term and Termination

• Term:
  • Option A: This Agreement shall commence on [Start Date] and shall continue until [End Date].
  • Option B: This Agreement shall commence on [Start Date] and continue until terminated as provided herein.
• Renewal:
  • Option A: Upon mutual written agreement, this agreement may be renewed for additional terms of [Renewal Term Length].
  • Option B: There are no provisions for renewal; a new agreement must be executed.
• Early Termination: Either party may terminate this Agreement for any reason upon [Number] days written notice to the other party.
• Immediate Termination: The Client may terminate this Agreement immediately upon the occurrence of any of the following events:
  • Breach of this Agreement by the Contractor.
  • Fraud or misrepresentation by the Contractor.
  • Failure by the Contractor to perform the services in a satisfactory manner.
  • Insolvency or bankruptcy of the Contractor.
• Upon termination, the Contractor shall deliver to the Client all outstanding work product and materials.
• Final Payment: Upon termination, the Client shall pay the Contractor for all services performed up to the date of termination, subject to the terms of this Agreement.

Compensation, Payment Structure, and Reimbursement

• Total Fee:
  • Option A: The total fee for the services shall be [Dollar Amount].
  • Option B: Hourly Rate: The Contractor shall be paid at an hourly rate of [Dollar Amount] per hour.
  • Option C: Daily Rate: The Contractor shall be paid at a daily rate of [Dollar Amount] per day.
  • Option D: Project-Based: Payments will be made based on project milestones as described in Exhibit B.
• Payment Schedule:
  • Option A: The Client shall pay the Contractor [Payment Frequency, e.g., bi-weekly, monthly] upon receipt of an invoice.
  • Option B: The Client shall pay the Contractor according to the following schedule: [Detailed Payment Schedule].
• Invoicing: The Contractor shall submit invoices to the Client no later than [Date] of each month. Invoices must include a detailed description of the services performed and the hours worked (if applicable).
• Payment Method: Payments shall be made by [Payment Method, e.g., check, wire transfer].
• Reimbursement of Expenses:
  • Option A: The Contractor shall not be reimbursed for any expenses.
  • Option B: The Contractor shall be reimbursed for reasonable and necessary expenses incurred in connection with the performance of the services, provided that such expenses are pre-approved in writing by the Client. Documentation must be submitted with the invoice.
• Late Payment: If the Client fails to pay an invoice within [Number] days of receipt, the Contractor may charge interest at a rate of [Percentage] per month on the outstanding balance.
• Disputed Invoices: If the Client disputes any portion of an invoice, the Client shall notify the Contractor in writing within [Number] days of receipt of the invoice, specifying the basis for the dispute. The parties shall then work in good faith to resolve the dispute.

Tax Reporting and Liability

• The Contractor is solely responsible for all federal, state, and local taxes arising out of or related to the performance of the services.
• The Contractor shall provide the Client with a completed IRS Form W-9 or other applicable forms upon request.
• The Client shall not withhold any taxes from payments made to the Contractor.
• The Contractor shall indemnify and hold harmless the Client from and against any and all tax liabilities, penalties, or assessments arising out of or related to the Contractor's performance of the services or the classification of the Contractor as an independent contractor.

Confidentiality and Non-Disclosure

• Scope: The Contractor agrees to hold confidential all Confidential Information (as defined below) of the Client.
• Period: This confidentiality obligation shall continue during the term of this Agreement and for a period of [Number] years after termination.
• Definition: "Confidential Information" means any and all information disclosed by the Client to the Contractor, whether orally, in writing, electronically, or by any other means, that is not generally known to the public and that relates to the Client's business, products, services, customers, or financial affairs.
• Exceptions: The confidentiality obligation shall not apply to information that: (a) is or becomes publicly available through no fault of the Contractor; (b) was already known to the Contractor prior to its disclosure by the Client; (c) is independently developed by the Contractor without use of or reference to the Client's Confidential Information; or (d) is required to be disclosed by law or court order.
• Permitted Disclosures: The Contractor may disclose Confidential Information to its employees, agents, or subcontractors who have a need to know the information in order to perform the services, provided that such individuals are bound by confidentiality obligations at least as restrictive as those contained in this Agreement.
• Remedies: The Client shall be entitled to injunctive relief and other equitable remedies to prevent or restrain any breach of this confidentiality obligation.
• Option A: Schedule of Confidential Information: (Include detailed schedules expanding the definition of confidential or proprietary information.)
• Option B: No Schedule of Confidential Information.

Intellectual Property

• Ownership of Deliverables: All deliverables created by the Contractor in connection with the services shall be owned by the [Client/Contractor].
• Assignment of Inventions and Work Products: The Contractor hereby assigns to the Client all right, title, and interest in and to all inventions, works of authorship, and other intellectual property created by the Contractor in connection with the services.
• Pre-Existing IP: Nothing in this Agreement shall be construed to grant the Client any ownership rights in or to any pre-existing intellectual property of the Contractor.
• Option A: License Granted to Client: (Include licenses granted to the client.)
• Option B: Retention of Contractor Rights: (Specify if works are considered "work made for hire" under copyright law.)
• Work Made for Hire: All deliverables shall be considered "works made for hire" as defined by United States copyright law, and the Client shall be the owner of all copyrights in such deliverables. To the extent any deliverable does not qualify as a "work made for hire," the Contractor hereby irrevocably assigns to the Client all right, title, and interest in and to such deliverable, including all copyrights therein.

Non-Solicitation and Non-Compete

• Option A: Non-Solicitation: During the term of this Agreement and for a period of [Number] years after termination, the Contractor shall not solicit, directly or indirectly, any of the Client's customers or employees.
• Option B: Non-Compete: During the term of this Agreement and for a period of [Number] months/years after termination, within a radius of [Number] miles of [Location], the Contractor shall not engage in any business that is competitive with the Client's business.
• Option C: No Non-Solicitation or Non-Compete: This Agreement does not contain any non-solicitation or non-compete provisions.
• Acknowledgement: The Contractor acknowledges that the restrictions contained in this section are reasonable and necessary to protect the Client's legitimate business interests. The parties recognize that under New York law, overly broad non-compete terms may not be enforceable.
• Reasonable Scope: The parties agree that the time and geographic scope of any non-compete obligations are reasonable in light of the nature of the Client's business and the services provided by the Contractor.

Representations and Warranties

• The Contractor represents and warrants that:
  • The Contractor has the full right, power, and authority to enter into this Agreement and to perform the services.
  • The Contractor is qualified and has the necessary skills, experience, and training to perform the services in a competent and professional manner.
  • The Contractor shall comply with all applicable laws, rules, and regulations in performing the services.
  • Option A: The Contractor holds the following licenses or certifications: [List of Licenses/Certifications].
  • Option B: No specific licenses or certifications are required for the services to be performed.

Indemnification and Limitations of Liability

• Indemnification:
  • Option A: The Contractor shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or related to the Contractor's performance of the services.
  • Option B: The Client shall indemnify and hold harmless the Contractor from and against any and all claims, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or related to the Client's actions or omissions.
  • Option C: Mutual Indemnification: Each party shall indemnify and hold harmless the other from and against any and all claims, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of their own negligence or willful misconduct.
• Procedures for Claims: The indemnified party shall promptly notify the indemnifying party of any claim subject to indemnification and shall cooperate with the indemnifying party in the defense of such claim.
• Limitation of Liability: In no event shall either party be liable to the other for any indirect, incidental, consequential, or punitive damages arising out of or related to this Agreement.
• Cap on Liability:
  • Option A: The Client's total liability to the Contractor under this Agreement shall not exceed the total amount paid to the Contractor under this Agreement.
  • Option B: The Client's total liability to the Contractor under this Agreement shall not exceed [Dollar Amount].
  • Option C: There is no cap on liability.

Insurance

• The Contractor shall maintain the following insurance coverage:
  • General Liability Insurance: [Coverage Amount].
  • Professional Liability (E&O) Insurance: [Coverage Amount].
  • Workers' Compensation Insurance: (If required for subcontractors or as per New York law). The Contractor shall maintain workers' compensation insurance as required by New York law if they employ others in performing the services.
• Proof of Insurance: The Contractor shall provide the Client with proof of insurance upon request.

Compliance with Applicable Laws and Regulations

• The Contractor shall comply with all applicable federal, state, and local laws, rules, and regulations in performing the services, including but not limited to:
  • Fair Labor Standards Act (FLSA).
  • New York labor and business regulations.
  • Anti-discrimination and anti-harassment laws.
  • Health and safety requirements (if the Contractor provides on-site services).
• Option A: Retain all listed references.
• Option B: Remove non-applicable references (Client must specify which to remove).

Dispute Resolution

• Negotiation: The parties shall attempt to resolve any disputes arising out of or related to this Agreement through good faith negotiation.
• Mediation: If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation.
• Arbitration:
  • Option A: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.
  • Option B: No Arbitration: The parties agree that any legal action or proceeding relating to this Agreement shall be brought exclusively in the courts of the State of New York.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles.
• Waiver of Jury Trial:
  • Option A: The parties hereby waive their right to a jury trial in any action or proceeding arising out of or relating to this Agreement.
  • Option B: No Waiver of Jury Trial.
• Venue/Jurisdiction: Any legal action or proceeding relating to this Agreement shall be brought exclusively in the courts of [County Name] County, New York.

Records and Audit Rights

• The Contractor shall keep accurate and complete records of all services performed and expenses incurred in connection with this Agreement.
• The Client shall have the right to audit the Contractor's records to verify compliance with this Agreement and the accuracy of invoices.
• The Contractor shall provide the Client with access to its records upon reasonable notice.

Force Majeure

• Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by a force majeure event, such as a natural disaster, act of God, war, terrorism, riot, fire, explosion, flood, strike, lockout, or other labor disturbance, or government action.

Notice

• All notices under this Agreement shall be in writing and shall be deemed to be duly given when: (a) delivered personally; (b) sent by certified mail, return receipt requested; or (c) sent by email, with confirmation of receipt.
• Addresses:
  • To the Client: [Client/Company Address], Email: [Client/Company Email].
  • To the Contractor: [Contractor Business/Residence Address], Email: [Contractor Email].

Assignment and Delegation

• Option A: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party.
• Option B: The Client may assign its rights and obligations under this Agreement to a successor entity in connection with a merger, acquisition, or sale of all or substantially all of its assets. The Contractor may not assign or delegate its rights or obligations under this Agreement.
• Option C: Either party may assign or delegate its rights or obligations under this Agreement with written notice provided to the other party.

Amendment and Waiver

• This Agreement may be amended only by a written instrument signed by both parties.
• No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the party against whom the waiver is sought to be enforced.
• Electronic Signatures:
  • Option A: Electronic signatures shall be accepted as legally binding.
  • Option B: Electronic signatures shall not be accepted.

Severability, Entire Agreement, and Counterparts

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

Authority and Signer Representations

• If the Contractor is an entity, the person signing below represents and warrants that he or she has the authority to bind the Contractor to this Agreement.

New York Law Specific Provisions

• New York Gig and Independent Contractor Law Disclosures: The Client is required to provide the Contractor with all disclosures required by New York law regarding independent contractor status.
• Notice of Right to Payment: The Contractor has the right to be paid within 30 days of submitting an invoice.
• Re-affirmation of Independent Contractor Status per NYLL § 191: The Client and Contractor acknowledge and agree that this Agreement creates an independent contractor relationship, and the Contractor is not an employee of the Client for any purpose, including but not limited to New York Labor Law § 191.
• New York City Freelance Isn’t Free Act Requirements (applicable if the value of the services exceeds $800):
  • The Client shall pay the Contractor according to the following payment terms: [Clear Payment Terms].
  • The Client shall pay the Contractor no later than [Number] days after the completion of the services or the submission of an invoice, whichever is later.
  • The Client shall not retaliate against the Contractor for exercising its rights under the New York City Freelance Isn’t Free Act.

Jurisdiction Specific Clauses

• Option A: Retain New York Law Specific Provisions above (including NYC Freelance Isn't Free Act if applicable).
• Option B: Remove New York Law Specific Provisions above (if Contractor is performing services outside of New York).

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

[Client/Company Name]

By: [Client/Company Representative Name]

Title: [Client/Company Representative Title]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title, if applicable]