North Dakota IT independent contractor agreement template

North Dakota IT Independent Contractor Agreement

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

[Client Name], located at [Client Address], Email: [Client Email] (the "Client"),

and

[Contractor Name], located at [Contractor Address], Email: [Contractor Email] (the "Contractor").

1. Services

The Contractor agrees to provide the following IT services to the Client:

Option A: Software Development: [Description of Software Development Services, including specific technologies, platforms, and deliverables.]

Option B: System Integration: [Description of System Integration Services, including systems to be integrated, data migration details, and testing protocols.]

Option C: Network Support: [Description of Network Support Services, including maintenance, troubleshooting, and security.]

Option D: Cybersecurity Analysis: [Description of Cybersecurity Analysis Services, including vulnerability assessments, penetration testing, and incident response.]

Deliverables: [List of specific deliverables, including documentation, code, reports, etc.]

Timeline: [Project timeline with key milestones and deadlines.]

Acceptance Criteria: [Criteria for Client acceptance of deliverables.]

2. Work Location

The services will be performed:

Option A: On-site at the Client's premises located in North Dakota: [Specific address]

Option B: Remotely

Option C: A combination of on-site and remote work, as agreed upon. [Specify the frequency and conditions of on-site work.]

If on-site, the Contractor will comply with the Client's IT and data security policies.

3. Data Protection and Cybersecurity

The Contractor shall comply with all applicable North Dakota statutes on data privacy and protection of personal and sensitive information.

The Contractor will implement and maintain reasonable security measures to protect Client data, including:

Option A: Encryption of data at rest and in transit.

Option B: Secure storage of data on servers located in the United States.

Option C: Compliance with specific cybersecurity frameworks (e.g., NIST, CIS). [Specify the framework.]

Breach Notification: The Contractor shall notify the Client immediately upon discovery of any data breach.

The Contractor will adhere to federal standards where applicable (e.g., HIPAA, GLBA). [Specify applicable standards.]

4. Payment

The Client shall pay the Contractor as follows:

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

Option B: Milestone-based payments as follows: [List of milestones and corresponding payments.]

Option C: Fixed fee of [Dollar amount] for the entire project.

Option D: Retainer of [Dollar amount] per month.

Invoicing: The Contractor shall submit invoices to the Client [Frequency of invoicing, e.g., monthly, bi-weekly].

Payment Due Date: Payments are due within [Number] days of receipt of invoice.

Expense Reimbursement: Reimbursable expenses must be pre-approved by the Client. [Specify the types of expenses that are reimbursable and any limitations.]

Late Payments: Late payments will accrue interest at a rate of [Percentage]% per month, or the maximum rate allowed by North Dakota law.

The Contractor is responsible for all federal and North Dakota state income taxes and self-employment taxes. The Client will not withhold taxes.

5. Intellectual Property Ownership

Option A: The Client shall own all rights, title, and interest in and to the work product, source code, documentation, and inventions created by the Contractor under this Agreement.

Option B: The Contractor grants the Client a perpetual, irrevocable, non-exclusive license to use the work product. [Specify any limitations on the license.]

The Contractor shall disclose and assign to the Client all intellectual property created during the performance of this Agreement.

Integration of open-source or third-party software will be in compliance with applicable licensing terms.

6. Confidentiality and Non-Disclosure

Confidential Information: Includes any technical, business, or client/customer data disclosed by the Client to the Contractor.

Contractor Obligations: The Contractor shall maintain the confidentiality of Confidential Information and shall not disclose it to any third party.

Duration: The confidentiality obligations shall survive the termination of this Agreement for a period of [Number] years.

Exceptions: This clause does not apply to information that is publicly available or required to be disclosed by North Dakota law.

Remedies: The Client shall be entitled to injunctive relief and other equitable remedies for any breach of this confidentiality clause.

7. Independent Contractor Relationship

The Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of the Client.

The Contractor is not entitled to any employee benefits of the Client, including health insurance, retirement plans, unemployment insurance, or workers' compensation.

The Contractor shall provide proof of independent business status, such as an EIN or liability insurance.

The Contractor is responsible for all federal and North Dakota state statutory obligations applicable to independent contractors.

8. Insurance

The Contractor shall maintain the following insurance coverage:

Professional Liability/E&O Insurance: [Minimum coverage amount]

General Liability Insurance: [Minimum coverage amount]

Cyber Insurance: [Minimum coverage amount]

The Contractor shall provide the Client with proof of insurance coverage upon request and shall notify the Client of any material policy changes or claims.

9. Subcontracting and Assignment

Option A: The Contractor shall not subcontract any portion of the services without the prior written consent of the Client.

Option B: The Contractor may subcontract certain services, but remains fully responsible for the performance of the subcontractors. [Specify which services can be subcontracted.]

Any subcontractors must meet North Dakota business and compliance standards for IT services.

The Contractor shall not assign this Agreement without the prior written consent of the Client.

10. Equipment and Client Property

The Client may provide the Contractor with certain equipment, software, or credentials to perform the services.

The Contractor shall use such property only for the purpose of performing the services and shall return it to the Client upon termination of this Agreement.

The Contractor is liable for any damage, loss, or misuse of Client property.

11. Representations and Warranties

The Contractor represents and warrants that:

The Contractor has the technical qualifications and legal right to provide the services in North Dakota.

The services will not infringe any third-party intellectual property rights.

The Contractor is not involved in any conflicting obligations.

The Contractor will comply with all applicable local, state, and federal regulations.

12. Liability and Indemnification

Limitation of Liability: The Client shall not be liable for any indirect or consequential damages arising out of or in connection with this Agreement.

Exclusions: This limitation does not apply to intentional misconduct or gross negligence.

Indemnification: The Contractor shall indemnify and hold harmless the Client from and against any third-party claims arising from the Contractor's breach of this Agreement, cybersecurity lapses, IP infringement, or data breaches.

13. Dispute Resolution

Escalation: Any disputes shall be first escalated to [Designated contact person] for internal negotiation.

Mediation/Arbitration: If the dispute cannot be resolved through negotiation, the parties agree to attempt to resolve the dispute through [Mediation or Arbitration] in North Dakota.

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

Venue: Any legal action arising out of this Agreement shall be brought in the state or federal courts located in [Specific County in North Dakota].

14. Termination

Option A: This Agreement may be terminated by either party upon [Number] days written notice.

Option B: The Client may terminate this Agreement immediately for cause, including material breach, security incident, or failure to deliver services.

Handover: Upon termination, the Contractor shall return or destroy all Client data, hardware, documentation, passwords, and IP.

The Contractor shall assist with the transition of the services to the Client or another provider for a reasonable period of time.

15. Force Majeure and Business Continuity

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to force majeure events, including cyber-attacks, infrastructure outages, or pandemic-related shutdowns.

The affected party shall promptly notify the other party of the event and shall cooperate in rescheduling or mitigating the impact of the event.

16. Compliance with North Dakota IT Practices and Statutes

The Contractor shall comply with all applicable North Dakota IT industry practices and state statutes, including business registration, local licensing, and sales tax registration (if services are taxable in ND).

The Contractor shall comply with any US export or national security laws that may impact software or technology development/distribution.

17. Notice

Any notice required or permitted under this Agreement shall be in writing and shall be deemed effective upon:

Option A: Electronic delivery to the email addresses specified above.

Option B: Personal delivery or mailing by certified mail, return receipt requested, to the addresses specified above.

18. Client Audit Rights

The Client shall have the right to audit or monitor the Contractor's work or data handling during and after the term of this Agreement, subject to privacy and trade secret protections.

Such audit may include random system checks or code reviews for security compliance.

19. Severability

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

20. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior communications and agreements, whether oral or written.

Any amendment to this Agreement must be in writing and signed by both parties.

21. Signatures

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

____________________________

[Client Name]

[Client Title]

____________________________

[Contractor Name]

[Contractor Title]