Ohio independent contractor agreement template

Ohio Independent Contractor Agreement

This Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date], by and between [Client Legal Name], located at [Client Business Address] (“Client”), and [Contractor Legal Name], located at [Contractor Business Address] (“Contractor”).

Recitals

WHEREAS, Client desires to engage Contractor to provide certain services; and

WHEREAS, Contractor desires to provide such services to Client as an independent contractor.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Scope of Work

Contractor shall perform the following services (“Services”):

Option A: [Detailed description of services to be performed]

Option B: As described in Exhibit A attached hereto and incorporated herein.

Delivery Milestones:

Option A: [Specific delivery milestones with dates]

Option B: As detailed in the Project Timeline in Exhibit B attached hereto and incorporated herein.

Project Timeline / Completion Deadlines: [Start Date] - [End Date] (if fixed-term).

Work Product Specifications: [Description of required specifications, formats, or standards].

Deliverables: [List of specific deliverables, e.g., reports, code, documents].

2. Location of Services

Option A: Services shall be performed at Client’s premises located at [Client Location Address].

Option B: Services may be performed remotely.

Option C: A combination of on-site and remote work, as agreed upon by both parties. [Specify Details].

3. Independent Contractor Relationship

Contractor is an independent contractor of Client. Nothing in this Agreement shall be construed as creating an employer-employee relationship, partnership, joint venture, or agency relationship between Client and Contractor.

Contractor is not eligible for any benefits provided by Client to its employees, including, but not limited to, health insurance, retirement plans, paid time off, workers' compensation, or unemployment insurance.

Contractor is solely responsible for all taxes, licenses, insurance, and regulatory compliance related to Contractor’s performance of the Services. Contractor acknowledges responsibility for self-employment taxes as required by law.

4. Term and Termination

Term: The term of this Agreement shall commence on [Start Date] and shall continue:

Option A: Until [End Date].

Option B: Until terminated as provided herein.

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

Termination for Cause: Client may terminate this Agreement immediately if Contractor breaches any material term of this Agreement or engages in misconduct.

Post-Termination Obligations: Upon termination, Contractor shall return all Client property and shall be entitled to payment for Services satisfactorily completed up to the date of termination.

5. Compensation

Rate and Method of Payment:

Option A: [Dollar Amount] per hour.

Option B: [Dollar Amount] per project.

Option C: [Dollar Amount] per milestone, as defined in Exhibit B.

Option D: A retainer of [Dollar Amount] per [Month/Week].

Payment Schedule and Invoice Procedures: Contractor shall submit invoices to Client [Frequency, e.g., monthly]. Client shall pay invoices within [Number] days of receipt. Invoices shall be sent to [Invoice Email Address].

Expense Reimbursement:

Option A: Contractor shall not be reimbursed for any expenses.

Option B: Contractor shall be reimbursed for reasonable pre-approved expenses, with proper documentation provided. [Specify limitations or requirements for documentation].

Late Payment Terms: Late payments shall accrue interest at a rate of [Percentage]% per month.

Tax Reporting: Client will issue IRS Form 1099 to Contractor, as required by law.

6. Confidentiality and Non-Disclosure

Definition of Confidential Information: “Confidential Information” means any information disclosed by Client to Contractor that is not generally known to the public.

Contractor’s Duty to Protect: Contractor shall hold all Confidential Information in strict confidence and shall not disclose it to any third party.

Permissible Disclosures: Contractor may disclose Confidential Information if required by law, provided that Contractor gives Client prompt notice of such requirement.

Exclusions: Confidential Information does not include information that is (a) already known to Contractor, (b) publicly available, or (c) rightfully received from a third party.

Duration of Obligations: These confidentiality obligations shall continue during and after the term of this Agreement for a period of [Number] years.

7. Intellectual Property Rights

Ownership of Work Product: All work product created by Contractor under this Agreement shall be owned by Client.

Assignment: Contractor hereby assigns to Client all right, title, and interest in and to such work product, including all intellectual property rights.

Copyright and Patent: Client shall have the exclusive right to copyright and patent the work product.

License Grants: [If applicable, specify any licenses granted to Contractor].

Exemption of Pre-Existing Intellectual Property: This Agreement does not affect Contractor’s pre-existing intellectual property rights.

8. Non-Solicitation (Optional)

During the term of this Agreement and for a period of [Number] [Months/Years] following termination, Contractor shall not solicit, directly or indirectly, any of Client’s employees, customers, or vendors.

Geographic Limitation: The non-solicitation clause applies within [Geographic Area, e.g., Ohio, Franklin County].

9. Non-Compete (Optional - Requires Careful Review under Ohio Law)

During the term of this Agreement and for a period of [Number] [Months/Years] following termination, Contractor shall not engage in any business that competes with Client’s business within [Geographic Area, e.g., Ohio, Franklin County].

Scope of Restriction: [Specifically define the competing activities prohibited]. *Note: Non-compete agreements are subject to strict scrutiny in Ohio and must be reasonable in scope, duration, and geographic area to be enforceable.*

10. Equipment and Supplies

Option A: Contractor shall provide all equipment, workplace, and supplies necessary to perform the Services.

Option B: Client shall provide the necessary equipment and supplies. [List of specific items to be provided].

Responsibility for Costs and Liability: [Specify responsibility for costs and liability related to equipment].

11. Work Standards

Contractor shall perform the Services in a professional and workmanlike manner, in accordance with industry standards.

Contractor shall comply with all applicable laws and regulations, including state and federal laws relevant to the Services.

Contractor shall maintain accurate records relating to the performance of the Services, as required by law.

12. Liability and Indemnification

Contractor shall defend, indemnify, and hold harmless Client from any claims arising from Contractor’s performance of the Services, negligence, or breach of this Agreement, except to the extent such claims arise from the Client’s own negligence or willful misconduct.

Client shall defend, indemnify, and hold harmless Contractor from any claims arising from Client’s breach of this Agreement, except to the extent such claims arise from the Contractor’s own negligence or willful misconduct.

13. Insurance

Option A: Contractor shall maintain general liability insurance with a minimum coverage of [Dollar Amount].

Option B: Contractor shall maintain professional liability insurance with a minimum coverage of [Dollar Amount].

Proof of Insurance: Contractor shall provide Client with proof of insurance upon request.

14. Amendment

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

15. Dispute Resolution

Option A: The parties shall attempt to resolve any disputes through good faith negotiation.

Option B: If negotiation fails, the parties agree to submit the dispute to mediation in [City, Ohio].

Option C: Any unresolved dispute shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. The arbitration shall take place in [City, Ohio].

Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio. The venue for any legal action shall be in [County] County, Ohio.

Cost-Sharing of Disputes: Each party shall bear its own costs and attorney's fees, except as otherwise provided by law.

Waiver of Jury Trial: [Optional - Confirm Enforceability Under Ohio Law] The parties hereby waive their right to a jury trial in any action arising out of or relating to this Agreement.

16. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by an event beyond its reasonable control, including, but not limited to, acts of God, natural disasters, government action, or other emergencies.

17. Severability

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

18. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral, relating to the subject matter hereof.

19. Waiver

No waiver of any breach of this Agreement shall be deemed a waiver of any other breach.

20. Assignment and Delegation

Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party.

21. Notice

All notices under this Agreement shall be in writing and shall be deemed to be given when delivered personally, sent by certified mail, return receipt requested, or sent by email to the following addresses:

Client: [Client Business Address], [Client Email Address]

Contractor: [Contractor Business Address], [Contractor Email Address]

22. Background Check (Optional)

Option A: Client reserves the right to conduct a background check on Contractor.

Option B: No background check is required.

23. Ohio Legal Considerations

The parties acknowledge that this Agreement is intended to create an independent contractor relationship, consistent with Ohio law. Client does not retain the right to control the manner or means by which Contractor performs the Services, but only the results. The factors considered under Ohio's "right to control" test have been carefully considered in structuring this agreement.

24. Data Privacy and Security (Optional)

Contractor shall comply with all applicable data privacy and security laws and regulations, including [List applicable laws and regulations, e.g., Ohio data breach notification law]. Contractor shall implement and maintain appropriate security measures to protect Client’s data.

25. Federal Mandates (Optional)

[Include any applicable federal mandates, e.g., E-Verify requirements, Export Administration Regulations compliance].

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

[Client Legal Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title/Position]