Ohio consulting independent contractor agreement template

Ohio IT Consulting Independent Contractor Agreement

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

[Client Legal Business Name], a [Client Business Structure, e.g., Ohio corporation] with a principal place of business at [Client Full Ohio Mailing Address] (“Client”), and doing business as (DBA) [Client DBA Name, if applicable], whose phone number is [Client Phone Number] and email address is [Client Email Address],

and

[Contractor Legal Business Name], a [Contractor Business Structure, e.g., Ohio LLC] with a principal place of business/mailing address at [Contractor Full Ohio Mailing Address] (“Contractor”), and doing business as (DBA) [Contractor DBA Name, if applicable], whose phone number is [Contractor Phone Number] and email address is [Contractor Email Address].

1. Scope of Services

The Contractor agrees to provide the following IT consulting services to the Client: [Detailed description of IT consulting services, including project objectives, methodologies, deliverables, timelines, and acceptance criteria. Be specific.]

Location of Services:

Option A: Services will be performed at the Client's Ohio premises located at [Client Ohio Address].

Option B: Services will be performed at the Contractor's location.

Option C: Services will be performed remotely.

Option D: A combination of the above, as needed and agreed upon in advance. Specific on-site visits will be subject to [Specify details like travel arrangements, reimbursement, advance notice, etc.].

Status Updates: The Contractor will provide the Client with written status updates [Frequency, e.g., weekly, bi-weekly] in the following format: [Format, e.g., email, report].

2. Compensation and Payment

Option A: Hourly Rate: The Client will pay the Contractor at an hourly rate of [Dollar Amount] per hour.

Option B: Project-Based Fee: The Client will pay the Contractor a fixed fee of [Dollar Amount] for the entire project described in Section 1.

Option C: Deliverable-Based Payment: The Client will pay the Contractor according to the following schedule upon completion of each deliverable:

Deliverable 1: [Description] - [Dollar Amount]

Deliverable 2: [Description] - [Dollar Amount]

Deliverable 3: [Description] - [Dollar Amount]

Payment Schedule: The Client will pay the Contractor within [Number] days of receiving an invoice.

Invoice Submission: The Contractor will submit invoices to [Client Contact Person] at [Client Email Address]. Invoices must include: [Specify required invoice information, such as date, invoice number, description of services, hours worked, etc.].

Ohio Sales Tax: [Specify responsibility for Ohio sales tax or service tax, if applicable.] If applicable, the Contractor is responsible for collecting and remitting Ohio sales tax.

Late Payment: Late payments will accrue interest at a rate of [Percentage] per month, or the maximum rate allowed by Ohio law, whichever is lower.

3. Expense Reimbursement

Eligible Expenses: The Client will reimburse the Contractor for the following pre-approved expenses: [List of eligible expenses, e.g., travel, software licenses, etc.].

Reimbursement Cap: The total amount of reimbursable expenses shall not exceed [Dollar Amount].

Required Documentation: The Contractor must submit receipts and other supporting documentation for all expenses.

Ohio Specific Standards: Mileage reimbursement will be at the current IRS standard mileage rate, which reflects Ohio standards. Per diem rates, if applicable, will follow GSA guidelines for [City, Ohio].

4. Independent Contractor Status

It is the express intention of the parties that Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Client shall not be responsible for withholding taxes with respect to Contractor's compensation hereunder. Contractor shall be solely responsible for all taxes, including self-employment taxes, and other payments due under applicable laws as a result of compensation received hereunder.

The Contractor is not eligible for Ohio unemployment benefits or workers' compensation coverage through the Client. The Client will issue a Form 1099-NEC to the Contractor, as required by Ohio and federal tax law.

5. Subcontractors

The Contractor may use subcontractors or assistants to perform services under this Agreement only with the Client's prior written approval.

Subcontractors must comply with all terms of this Agreement, including confidentiality and insurance requirements.

6. Intellectual Property

Work for Hire: All work product created by the Contractor in connection with the services provided under this Agreement, including but not limited to consulting reports, analyses, and software, shall be considered "work made for hire" under the U.S. Copyright Act and shall be owned exclusively by the Client.

Transfer of Rights: To the extent that any work product is not considered "work made for hire," the Contractor hereby irrevocably assigns to the Client all right, title, and interest in and to such work product, including all intellectual property rights.

Contractor's Pre-Existing Materials: This Agreement does not affect any intellectual property rights in materials owned by the Contractor prior to the commencement of this Agreement.

7. Confidentiality

The Contractor agrees to hold all confidential information of the Client in strict confidence and not to disclose such information to any third party.

Confidential information includes, but is not limited to, client data, business plans, proprietary methods, project information, and trade secrets as defined under the Ohio Uniform Trade Secrets Act.

This confidentiality obligation shall continue for [Number] years after the termination of this Agreement.

8. Data Security

The Contractor shall take all reasonable measures to safeguard the Client's confidential information and digital deliverables in compliance with applicable Ohio data privacy regulations and industry standards.

This includes implementing appropriate security protocols, such as [Specify security protocols, e.g., encryption, password protection, access controls].

9. Non-Solicitation/Non-Competition

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

Option B: Non-Competition: During the term of this Agreement and for a period of [Number] months following the termination of this Agreement, within a radius of [Number] miles from [City, Ohio], the Contractor shall not engage in any business that competes with the Client's business related to IT consulting. This non-competition clause is limited to services directly competing with those provided under this agreement.

Option C: No Non-Solicitation/Non-Competition.

10. Insurance

The Contractor shall maintain the following insurance policies:

Professional Liability/Errors and Omissions Insurance: [Dollar Amount] per occurrence

Cyber Insurance: [Dollar Amount] per occurrence, if handling sensitive data.

Other: [Specify other insurance requirements, if any]

The Contractor shall provide the Client with proof of insurance coverage upon request.

11. Client Obligations

The Client shall provide the Contractor with timely access to necessary records, personnel, or systems required to perform the services under this Agreement.

The Client shall provide timely feedback on the Contractor's work.

12. Termination

For Cause: Either party may terminate this Agreement for cause if the other party materially breaches this Agreement.

For Convenience: Either party may terminate this Agreement for convenience upon [Number] days written notice to the other party.

Upon termination, the Client shall pay the Contractor for all services performed up to the date of termination and reimburse all incurred but unreimbursed expenses.

The Contractor shall return all Client property and deliverables to the Client upon termination.

13. Liability Limitations and Indemnification

The Contractor's liability for any claims arising out of this Agreement shall be limited to the amount of fees paid by the Client to the Contractor under this Agreement.

The Contractor shall indemnify and hold harmless the Client from and against any claims, damages, or expenses arising out of the Contractor's negligence or willful misconduct.

14. Dispute Resolution

The parties shall attempt to resolve any disputes arising out of this Agreement through good faith negotiation.

If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City, Ohio].

If mediation is unsuccessful, either party may bring an action in the state courts of Ohio, located in [County Name] County. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles.

15. Compliance with Laws

The Contractor shall comply with all applicable Ohio and federal laws and regulations in performing the services under this Agreement, including but not limited to [List specific laws relevant to IT consulting, e.g., data privacy laws, security regulations].

16. Record Keeping

The Contractor shall maintain accurate records for tax and audit purposes in accordance with Ohio Department of Taxation standards.

The Client shall have the right to inspect such records upon reasonable request.

17. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

18. Notice

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 above.

19. 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, or government regulation.

20. Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party.

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.

22. Severability

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

23. No Employee Benefits

Contractor acknowledges and agrees that, as an independent contractor, Contractor is not eligible for any employee benefits from Client, including but not limited to paid time off, health insurance, or retirement plans.

24. Joint Defense and Cooperation

In the event of any regulatory investigation or litigation related to the IT consulting services provided under this Agreement, the parties agree to cooperate fully and to coordinate their defense efforts to the extent permitted by law and ethical obligations.

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

____________________________

[Client Legal Business Name]

By: [Client Authorized Signatory Name]

Title: [Client Authorized Signatory Title]

____________________________

[Contractor Legal Business Name]

By: [Contractor Authorized Signatory Name]

Title: [Contractor Authorized Signatory Title]