North Carolina IT independent contractor agreement template

North Carolina IT Independent Contractor Agreement

This North Carolina IT Independent Contractor Agreement ("Agreement") is made and entered into as of [Date], by and between:

• [Client Company Name], a [State] [Entity Type, e.g., Corporation] with its principal place of business at [Client Address] ("Client"), and
• [Independent Contractor Name], residing at [Contractor Address] ("Contractor").

1. Services

• The Contractor shall provide the following IT services to the Client (the "Services"):
  • Option A: [Description of IT Services, e.g., Software development services for the Client's mobile application, including coding, testing, and deployment]. Technical Scope: [Detailed description of scope]. Objectives: [Specific objectives]. Deliverable Specifications: [Detailed deliverable specifications]. Performance Standards: [Performance standards]. Acceptance Criteria: [Acceptance criteria]. Service Levels: [Service levels]. Timelines: [Project timelines]. Milestones: [Project milestones]. Reporting/Documentation: [Required reporting and documentation].
  • Option B: [Alternative Description of IT Services, e.g., Network administration services, including monitoring, maintenance, and security]. Technical Scope: [Detailed description of scope]. Objectives: [Specific objectives]. Deliverable Specifications: [Detailed deliverable specifications]. Performance Standards: [Performance standards]. Acceptance Criteria: [Acceptance criteria]. Service Levels: [Service levels]. Timelines: [Project timelines]. Milestones: [Project milestones]. Reporting/Documentation: [Required reporting and documentation].
  • Option C: [Another Alternative Description of IT Services, e.g., Cybersecurity assessment services, including penetration testing and vulnerability scanning]. Technical Scope: [Detailed description of scope]. Objectives: [Specific objectives]. Deliverable Specifications: [Detailed deliverable specifications]. Performance Standards: [Performance standards]. Acceptance Criteria: [Acceptance criteria]. Service Levels: [Service levels]. Timelines: [Project timelines]. Milestones: [Project milestones]. Reporting/Documentation: [Required reporting and documentation].

2. Work Location

• The Services shall be performed at:
  • Option A: Client's premises located at [Client Address]. Onsite Access Protocols: [Onsite Access Protocols]. Required Equipment: [Required Equipment]. Connectivity: [Connectivity Requirements]. Compliance: [Obligation to comply with Client's information security and facility policies].
  • Option B: Contractor's remote location. Remote System Access: [Remote System Access Protocols]. Required Equipment: [Required Equipment]. Connectivity: [Connectivity Requirements].
  • Option C: A combination of Client's premises and Contractor's remote location, as mutually agreed upon. Onsite Access Protocols: [Onsite Access Protocols]. Remote System Access: [Remote System Access Protocols]. Required Equipment: [Required Equipment]. Connectivity: [Connectivity Requirements]. Compliance: [Obligation to comply with Client's information security and facility policies].

3. Compensation and Payment

• The Client shall compensate the Contractor as follows:
  • Option A: Hourly rate of [Dollar Amount] per hour.
  • Option B: A fixed fee of [Dollar Amount] for the entire project.
  • Option C: Milestone-based payments, as follows:
    • Milestone 1: [Milestone Description]: [Dollar Amount]
    • Milestone 2: [Milestone Description]: [Dollar Amount]
    • Milestone 3: [Milestone Description]: [Dollar Amount]
• Payment Schedule: [Detailed payment schedule].
• Invoicing Procedures: [Detailed invoicing procedures].
• Reimbursement of Expenses: The Client shall reimburse the Contractor for pre-approved expenses, not to exceed [Dollar Amount], upon submission of receipts. Pre-approval required for [List of required pre-approvals].
• Taxes: Contractor is responsible for all applicable North Carolina state and local taxes. Client will report payments to Contractor on IRS 1099-NEC.
• Late Payment: Late payment fees are charged at [Percentage]% per month.
• Non-Payment Remedies: [Specify non-payment remedies].

4. Intellectual Property

• Ownership of Intellectual Property:
  • Option A: All intellectual property, work product, software code, scripts, documentation, custom tools, and data produced or handled by the Contractor in connection with the Services shall be owned by the Client.
  • Option B: The Contractor shall retain ownership of any pre-existing intellectual property. The Client shall have a perpetual, non-exclusive license to use the work product created by the Contractor.
• Confidential Information: The Contractor shall hold all confidential information of the Client in strict confidence and shall not disclose such information to any third party. Return/Destruction of Confidential Information: [Specify procedures for the return or destruction of confidential information].
• Data Security and Privacy Protocols: [Customized data security and privacy protocols, including HIPAA or GLBA if applicable, and compliance with North Carolina’s Identity Theft Protection Act (G.S. § 75-60 et seq.)].

5. Independent Contractor Status

• The Contractor is an independent contractor and not an employee of the Client.
• The Contractor controls the manner and means of service delivery.
• The Contractor is not entitled to employee benefits.
• The Contractor has no claim to Client's unemployment, workers' compensation, or insurance coverage.
• The Contractor is responsible for all applicable federal and state taxes, insurance (general liability, errors & omissions, and cybersecurity as appropriate), business license compliance, and all filings with North Carolina and federal authorities.

6. Access Credentials, Hardware, and Software

• The Client shall provide the Contractor with the necessary access credentials, hardware, and software licenses to perform the Services.
• All such items remain the property of the Client and shall be returned to the Client upon termination of this Agreement. The Contractor must adhere to the Client’s security protocols related to the use of these items.

7. Background Checks

• Option A: The Contractor shall undergo a background check as a condition of this Agreement.
• Option B: No background check is required.

8. Confidentiality and Non-Disclosure

• The Contractor shall not disclose any confidential information of the Client to any third party, including but not limited to technical and business information.
• Exclusions: [List of exclusions to confidentiality obligations].
• Duration: This confidentiality obligation shall survive the termination of this Agreement for a period of [Number] years.

9. Non-Solicitation and Non-Competition

• Non-Solicitation: The Contractor agrees not to solicit any employees or clients of the Client for a period of [Number] years following the termination of this Agreement.
• Non-Competition: (Note: Enforceability of non-competition clauses in North Carolina is limited.)
  • Option A: The Contractor agrees not to compete with the Client within [Geographic Area] for a period of [Number] years following the termination of this Agreement, with respect to [Specific Business Activities].
  • Option B: No non-competition clause applies.

10. Liability and Indemnification

• The Contractor shall be liable for any damages caused by the Contractor's negligence or willful misconduct.
• The Contractor shall indemnify and hold harmless the Client from any claims, damages, or expenses arising out of the Contractor's performance of the Services.
• Limits on Liability: The Client’s liability is capped at [Dollar Amount].
• Indemnification Responsibilities: [Define Indemnification Responsibilities].
• Specify the types of project risks covered, i.e., delays, service deficiencies, data loss, etc.

11. Insurance

• The Contractor shall maintain the following insurance coverage:
  • General commercial liability insurance with a minimum coverage of [Dollar Amount].
  • Professional (Tech E&O) insurance with a minimum coverage of [Dollar Amount].
  • Cyber liability insurance with a minimum coverage of [Dollar Amount]. (if applicable).
• Proof of Insurance: The Contractor shall provide the Client with proof of insurance upon request.

12. 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 in the preamble of this Agreement.
• Acceptable Delivery Methods: Mail, Email.

13. Open-Source and Third-Party Components

• The Contractor shall disclose any use of open-source or third-party components in the deliverables.
• The Contractor represents and warrants that the use of such components complies with all applicable licenses and does not infringe upon any third-party rights.
• Risk Allocation: [Specify risk allocation related to the use of open-source and third-party components].

14. Acceptance Testing and Change Requests

• The Client shall conduct acceptance testing of the deliverables within [Number] days of delivery.
• The Contractor shall remediate any defects identified during acceptance testing.
• Change Requests: All change requests must be submitted in writing and approved by both parties.
• Handling Out-of-Scope Work: [Describe how out-of-scope work will be handled and billed].

15. Term and Termination

• This Agreement shall commence on [Start Date] and shall continue for a term of [Number] months/years.
• Renewal Options: [Specify renewal options].
• Termination for Convenience: Either party may terminate this Agreement for convenience upon [Number] days' written notice.
• Termination for Cause: Either party may terminate this Agreement for cause if the other party breaches a material provision of this Agreement and fails to cure such breach within [Number] days after written notice.
• Effect of Termination: Upon termination, the Client shall pay the Contractor for all Services performed up to the date of termination.
• Transition Assistance: [Specify transition assistance obligations].
• Return/Destruction of Data: [Specify the obligation to return or destroy proprietary and client data upon termination].

16. Dispute Resolution

• Any disputes arising out of or relating to this Agreement shall be resolved through negotiation, then mediation, and if unsuccessful, then binding arbitration in accordance with the rules of the American Arbitration Association.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina.
• Venue: The venue for any legal action arising out of this Agreement shall be in [County Name] County, North Carolina.

17. Compliance with Laws

• The Contractor shall comply with all applicable federal and North Carolina-specific laws and regulations related to IT services, including data breach notification requirements, privacy statutes, cybersecurity compliance mandates, and export controls if relevant.
• Business Registrations: The Contractor is obligated to maintain all business registrations and comply with North Carolina Department of Revenue requirements (sales/use tax, privilege licenses).

18. Assignment

• This Agreement may not be assigned or delegated by either party without the prior written consent of the other party. Subcontracting: [Specify restrictions on unauthorized subcontracting or transfer of obligations].

19. Representations and Warranties

• The Contractor represents and warrants that:
  • The Services will be performed in a professional and workmanlike manner.
  • The Services will not infringe upon any third-party intellectual property rights.
  • The Services will conform to the functional specifications.
  • Backup and disaster recovery measures are in place to protect the Client's data.

20. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, cyberattacks, or infrastructure outages.

21. 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 Procedures: This Agreement may be amended only by a writing signed by both parties.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

22. Data Backup, Security, and Business Continuity

• Data Backups: [Specify data backup procedures].
• Secure Data Transfer: [Specify secure data transfer protocols].
• Business Continuity: [Specify business continuity measures].
• Regular Security Assessments: [Specify the frequency and scope of regular security assessments].

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

[Client Company Name]

By: [Client Name]

Title: [Client Title]

[Independent Contractor Name]

By: [Contractor Name]