New York IT independent contractor agreement template

New York IT Independent Contractor Agreement

This New York IT Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date] by and between:

[Client Legal Name], a [Client Legal Structure, e.g., corporation] with its principal place of business at [Client Address], New York, hereinafter referred to as "Client," and

• Primary Contact: [Client Primary Contact Name]
• Contact Email: [Client Contact Email]
• Contact Phone: [Client Contact Phone]

[Contractor Legal Name], residing at [Contractor Address], New York, hereinafter referred to as "Contractor."

• Primary Contact: [Contractor Primary Contact Name]
• Contact Email: [Contractor Contact Email]
• Contact Phone: [Contractor Contact Phone]

1. Scope of Services

Contractor agrees to perform the following IT services for Client:

• Option A: Software/Application Development
  • Detailed Description: [Description of Software/Application Development Services, including deliverables, technical specifications, coding standards, technology stacks, and platforms]
• Option B: System Integration
  • Detailed Description: [Description of System Integration Services, including deliverables, technical specifications, systems to be integrated, and data migration processes]
• Option C: Network Administration
  • Detailed Description: [Description of Network Administration Services, including maintenance, security, and performance monitoring]
• Option D: Cybersecurity Assessments
  • Detailed Description: [Description of Cybersecurity Assessment Services, including vulnerability scans, penetration testing, and security audits]
• Option E: Cloud Migration
  • Detailed Description: [Description of Cloud Migration Services, including platform, data migration, and security considerations]
• Option F: Systems Maintenance
  • Detailed Description: [Description of Systems Maintenance Services, including specific systems, maintenance schedules, and response times]
• Option G: Technical Consulting
  • Detailed Description: [Description of Technical Consulting Services, including specific areas of expertise and deliverables]

Project Scope Boundaries: [Description of Project Scope Boundaries]

Impact of Change Requests: [Description of the Impact of Change Requests]

Process for Scope Revisions: [Description of the Process for Scope Revisions, including written approval and adjustment of milestones, deadlines, or fees]

2. Term and Work Hours

• Option A: Fixed Term
  • The term of this Agreement shall commence on [Start Date] and shall continue until [End Date].
• Option B: Project-Based
  • The term of this Agreement shall commence on [Start Date] and shall continue until completion of the services described in Section 1.

Expected Work Hours (if any): [Specify expected work hours, if any. If none, state "None"]

Project Phases and Milestones: [Description of Project Phases or Iterative Cycles with Documented Milestones and Checkpoints, including Regular Progress Reporting Requirements]

3. Work Location

• Option A: Remote
  • The Contractor will perform the services remotely.
• Option B: On-Site
  • The Contractor will perform the services on-site at the Client's premises located at [Client Address].
  • Compliance with Client IT Security Protocols: [Description of Compliance with Client IT Security Protocols]
  • Equipment Supply: [Indicate if Client or Contractor supplies equipment]
  • Access to Infrastructure: [Description of Access to Infrastructure]
  • VPN or Secure Logins: [Description of VPN or Secure Logins]
  • Required Background or Security Clearances: [Description of Required Background or Security Clearances]
• Option C: Hybrid
  • The Contractor will perform the services both remotely and on-site, as needed.

4. Compensation and Payment Terms

• Option A: Hourly Rate
  • The Client shall pay the Contractor at an hourly rate of [Hourly Rate] per hour.
• Option B: Daily Rate
  • The Client shall pay the Contractor at a daily rate of [Daily Rate] per day.
• Option C: Per Project
  • The Client shall pay the Contractor a fixed fee of [Fixed Fee] for the complete performance of the services described in Section 1.
• Option D: Retainer
  • The Client shall pay the Contractor a retainer fee of [Retainer Fee] per [Frequency, e.g., month].

Invoicing Frequency: [Invoicing Frequency, e.g., monthly]

Documentation Required: [Description of Documentation Required, e.g., Timesheets]

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

Currency: [Currency, e.g., USD]

Payment Due Date: [Payment Due Date, e.g., within 30 days of invoice]

Additional Expenses: [Description of Additional Expenses, e.g., pre-approved travel expenses]

Late Payment Penalties: [Description of Late Payment Penalties, e.g., interest at 1.5% per month]

Allocation of New York-Specific Taxes or Withholdings: [Description of Allocation of New York-Specific Taxes or Withholdings]

5. Contractor Taxes and Compliance

Contractor is responsible for all self-employment taxes, New York State and NYC income taxes, and reporting to New York tax authorities. Contractor is also responsible for compliance with any local business registration requirements.

6. Ownership and Intellectual Property Rights

• Option A: Work for Hire
  • All work products, custom code, data, technology, inventions, improvements, and documentation created under this Agreement shall be considered "works made for hire" and shall be owned exclusively by the Client.
• Option B: Assignment of Rights
  • Contractor hereby assigns to Client all right, title, and interest in and to all work products, custom code, data, technology, inventions, improvements, and documentation created under this Agreement.

Full Assignment of IP rights to Client unless an explicit license-back is granted for reusable tools/libraries: [Describe any reserved rights to pre-existing contractor materials]

7. Confidentiality

All client confidential information, data, code, business logic, and user data must be kept strictly confidential. Contractor shall adhere to all non-disclosure requirements and obligations specific to data protection and cybersecurity, including adherence to any New York State privacy or breach notification laws.

8. Independent Contractor Status

Contractor is an independent contractor and not an employee of Client. This Agreement does not create an employment relationship, and Contractor is not eligible for employee benefits, workers' compensation, or unemployment insurance. Contractor is explicitly excluded from New York’s wage and hour laws. Contractor is responsible for any necessary insurance (such as general liability or professional liability/E&O insurance).

9. Authority

Contractor has no authority to bind the Client or represent it in third-party negotiations, sales, or agreements.

10. Third-Party Software

Contractor is responsible for compliance with all applicable licenses for any third-party open-source or proprietary software used in connection with the services. Contractor shall indemnify Client for any infringement or unauthorized use claims.

11. Termination

• Option A: Termination for Convenience
  • Either party may terminate this Agreement for convenience upon [Number] days written notice to the other party.
• Option B: Termination for Cause
  • Client may terminate this Agreement immediately for cause, including but not limited to breach of contract, unsatisfactory performance, insolvency, or force majeure. Contractor may terminate this Agreement for cause if Client fails to make payments according to the agreed schedule.

Termination Notice Periods: [Specify Termination Notice Periods]

Final Payments: [Description of Final Payments]

Pro-Rata Compensation: [Description of Pro-Rata Compensation]

Restitution or Return of Client Assets and Data: [Description of Restitution or Return of Client Assets and Data]

Transition or Handover Assistance: [Description of Transition or Handover Assistance]

12. Liability and Indemnification

Contractor shall be liable for delays, defects, code vulnerabilities, missed milestones, or data breaches. Contractor shall indemnify Client for any losses, damages, or expenses arising out of Contractor's performance of the services.

Limitation of Liability: [Description of Limitation of Liability]

Availability of Consequential or Punitive Damages: [Description of Availability of Consequential or Punitive Damages]

Required Insurance Certificates: [Description of Required Insurance Certificates]

13. Compliance with Laws

Contractor shall comply with all relevant New York laws, city regulations, and IT industry standards, such as software security, privacy compliance, electronic record retention, and any sector-specific regulations if applicable (e.g., healthcare IT, financial data compliance).

14. Data Handling and Cybersecurity

Contractor shall adhere to all obligations regarding handling and retention of client and user data, cybersecurity safeguards, disaster recovery obligations, and breach notification procedures pursuant to New York’s SHIELD Act or other applicable statutes.

15. Conflict Resolution and Governing Law

Any disputes arising under this Agreement shall be resolved through negotiation, then mediation/arbitration. 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. Exclusive jurisdiction and venue for any legal action arising under this Agreement shall be in the state or federal courts located in New York State.

16. Non-Circumvention, Non-Solicitation, and Non-Compete

Non-Circumvention: [Description of Non-Circumvention clause]

Non-Solicitation: [Description of Non-Solicitation clause]

Non-Compete: [Description of Non-Compete clause]

These clauses must reflect enforceability standards in New York, adapted to the unique context of IT services and client relationships.

17. Client Approvals

Mandatory client approvals or acceptance testing of deliverables are a prerequisite to payment.

18. Background Checks and Training

Need for background checks or cybersecurity training required by the client: [Specify the requirements for background checks and cybersecurity training]

19. Document Retention

Contractor shall adhere to all document retention and data return or destruction requirements upon contract completion or termination, reflecting New York’s standards.

20. Use of Name or Trademark

Restrictions on use of contractor’s name or trademark in client publicity: [Specify restrictions on use of contractor’s name or trademark]

21. MWBE Compliance

Compliance with MWBE (Minority- and Women-Owned Business Enterprise) or other local contracting incentives or disclosures: [Specify the compliance details]

22. Assignment and Subcontracting

Assignment and subcontracting are prohibited or restricted without client’s explicit consent. Subcontractors must meet all security, privacy, and professional standards as required by the primary contract.

23. Entire Agreement, Amendments, Severability, Waiver, and Force Majeure

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written, relating to the subject matter hereof. Any amendments to this Agreement must be in writing and signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect. 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. Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent such failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, or government regulation.

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

[Client Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Authorized Representative Title]

[Contractor Legal Name]

By: [Contractor Signature]