North Dakota independent contractor agreement template

North Dakota Independent Contractor Agreement

This Independent Contractor Agreement ("Agreement") is made as of this [Date], by and between [Client Name], located at [Client Address] (“Client”), and [Contractor Name], located at [Contractor Address] (“Contractor”).

Recitals:

Client desires to engage Contractor to provide certain services.

Contractor desires to provide such services as an independent contractor.

Independent Contractor Relationship:

Contractor is an independent contractor of Client. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between the parties.

Contractor acknowledges and agrees that Contractor is not entitled to any employee benefits from Client, including, but not limited to, health insurance, retirement plans, paid time off, or workers’ compensation.

Option A: Contractor expressly waives any right to claim employee status or entitlement to employee benefits from Client.

Option B: Contractor may participate in Client's [Specific Benefit Name] under separate agreement [Reference to Separate Agreement].

Contractor is responsible for all applicable federal, state, and local taxes, including self-employment taxes, arising from payments made under this Agreement. Client will issue Form 1099-NEC to Contractor, if required.

Option A: Contractor's Federal Tax ID or Social Security Number: [Tax ID Number]

Option B: Contractor is responsible for obtaining all necessary permits and licenses required to perform the Services in North Dakota.

Scope of Work/Services:

Contractor shall perform the following services (“Services”): [Detailed Description of Services].

The Services shall conform to the following specifications: [Specifications/Standards].

Deliverables: [Description of Deliverables].

Deadline(s)/Milestones: [List of Deadlines/Milestones].

Reporting Structure: Contractor shall report to [Name/Title].

Work Location:

Option A: Contractor shall perform the Services at Client's location at [Client Location Address].

Option B: Contractor shall perform the Services remotely.

Option C: Contractor shall perform the Services at [Contractor Location Address or other agreed-upon location].

Term and Termination:

Term:

Option A: This Agreement shall commence on [Start Date] and continue until [End Date] (the “Term”).

Option B: This Agreement shall commence on [Start Date] and continue until the completion of the Services.

Option C: This Agreement shall commence on [Start Date] and continue on an ongoing basis until terminated as provided herein.

Termination:

Option A: Either party may terminate this Agreement with [Number] days written notice.

Option B: Client may terminate this Agreement immediately for cause, including but not limited to, Contractor’s material breach of this Agreement.

Option C: Contractor may terminate this agreement immediately for cause, including, but not limited to, failure to pay for services rendered within [Number] days of invoicing.

Option D: Either party may terminate this agreement immediately upon mutual written consent.

Compensation:

Client shall pay Contractor for the Services as follows:

Option A: At an hourly rate of [Dollar Amount] per hour.

Option B: A fixed fee of [Dollar Amount] for the completion of the Services.

Option C: As per the payment schedule attached as Exhibit A.

Invoicing: Contractor shall submit invoices to Client [Frequency - e.g., monthly].

Payment Schedule: Client shall pay Contractor within [Number] days of receipt of a valid invoice.

Expenses:

Option A: Contractor is responsible for all expenses incurred in connection with the performance of the Services.

Option B: Client shall reimburse Contractor for pre-approved reasonable expenses, including [List of Allowable Expenses], upon submission of receipts and documentation.

Equipment, Tools, and Materials:

Contractor shall provide all equipment, tools, and materials necessary to perform the Services at Contractor’s sole expense.

Option: If Client supplies equipment, Contractor will maintain and return in good working order (allowing for reasonable wear and tear) upon termination of the agreement.

Autonomy and Control:

Contractor shall have sole control over the manner and means of performing the Services. Client shall not control or direct Contractor's work hours, methods, or processes. Contractor is free to perform services for others.

Compliance with Laws:

Contractor shall comply with all applicable federal, state, and local laws and regulations, including those specific to North Dakota. This includes, but is not limited to, North Dakota employee classification guidelines and registration with North Dakota Workforce Safety & Insurance (WSI) if applicable.

Contractor warrants that they possess all licenses and permits necessary to perform services in North Dakota.

Contractor acknowledges that if it is an employer performing work for Client in North Dakota, Contractor may be required to maintain workers' compensation coverage.

Confidentiality:

Contractor shall keep confidential all confidential information of Client, including, but not limited to, [List of Confidential Information], disclosed to Contractor or learned by Contractor during the course of this Agreement.

Option A: This confidentiality obligation shall survive the termination of this Agreement.

Option B: Separate Non-Disclosure Agreement attached as Exhibit B.

Intellectual Property:

Ownership:

Option A: All materials and deliverables created by Contractor under this Agreement shall be considered "work made for hire" and shall be the sole and exclusive property of Client. Contractor hereby assigns all right, title, and interest in such materials and deliverables to Client.

Option B: Contractor shall retain ownership of all intellectual property created under this Agreement, but grants Client a non-exclusive, perpetual, royalty-free license to use such intellectual property.

Assignment of Inventions:

Option A: (If applicable) Contractor agrees to assign all inventions conceived or reduced to practice as a result of performing the Services to Client.

Option B: (If not applicable) Client acknowledges that no inventions will be assigned.

Indemnification:

Contractor shall indemnify and hold harmless Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorney’s fees) arising out of or relating to Contractor’s performance of the Services, negligence, or breach of this Agreement.

Limitation of Liability:

[Include limitation of liability clause if desired. Example: In no event shall either party be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to this Agreement.]

Insurance:

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: Automobile insurance with a minimum coverage of [Dollar Amount].

Option D: Contractor agrees to obtain and maintain worker's compensation insurance if they have one or more employees in North Dakota.

Contractor shall provide Client with certificates of insurance evidencing such coverage.

Dispute Resolution:

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

Option A: Negotiation.

Option B: Mediation.

Option C: Binding arbitration in accordance with the rules of the American Arbitration Association.

Option D: Litigation in the courts of North Dakota.

Venue: [County, North Dakota].

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

Non-Solicitation:

Option A: During the term of this Agreement and for a period of [Number] months following termination, Contractor shall not solicit, directly or indirectly, any employees or customers of Client.

Option B: This clause is not applicable.

Non-Compete:

Option A: Contractor agrees that during the term of this Agreement and for a period of [Number] months following termination, Contractor will not engage in any business that is directly competitive with the business of Client within a [Number] mile radius of [Location].

Option B: This clause is not applicable.

Force Majeure:

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, fire, flood, or labor disputes.

Representations and Warranties:

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder.

Amendments and Waivers:

Any amendment to this Agreement must be in writing and signed by both parties. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving such provision.

Assignment:

Option A: Neither party may assign this Agreement without the prior written consent of the other party.

Option B: This Agreement may be assigned without notice.

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.

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

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]

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Exhibit A: (Optional) Payment Schedule

Exhibit B: (Optional) Non-Disclosure Agreement

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