Ohio IT independent contractor agreement template

Ohio IT Independent Contractor Agreement

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

• [Client Legal Name], a [Client Entity Type] with its principal place of business at [Client Ohio Address], Ohio, [Client Zip Code], hereinafter referred to as "Client," and
• [Contractor Legal Name], a [Contractor Entity Type] with its principal place of business at [Contractor Ohio Address], Ohio, [Contractor Zip Code], hereinafter referred to as "Contractor."

Client Contact Information: Name: [Client Contact Name], Phone: [Client Contact Phone], Email: [Client Contact Email]
Contractor Contact Information: Name: [Contractor Contact Name], Phone: [Contractor Contact Phone], Email: [Contractor Contact Email]

Scope of Services

• Option A: Contractor shall provide the following IT services to Client: [Detailed Description of IT Services, including project phases, functional specifications, deliverable definitions, acceptance criteria, service levels, milestones, timelines, reporting frequency, and availability].
• Option B: Contractor shall provide IT services as described in [Reference Document, e.g., Statement of Work], attached hereto as Exhibit A and incorporated herein by reference.
• Option C: Contractor shall provide IT services on an as-needed basis, as mutually agreed upon by Client and Contractor from time to time.

Work Location and Access

• Option A: The services shall be performed remotely. Contractor shall ensure secure remote access in accordance with industry best practices and Client's security policies.
• Option B: The services shall be performed on-site at Client's premises located at [Client Address]. Contractor shall adhere to Client's on-site policies and procedures.
• Option C: The services shall be performed using a hybrid model, with [Percentage]% of work performed remotely and [Percentage]% performed on-site.
  • Client shall provide Contractor with access to Client systems, data, and facilities as reasonably necessary to perform the services. Contractor shall be responsible for the security of all Client data accessed by Contractor, including compliance with all applicable Ohio and federal laws.

Data Handling, Cybersecurity, and Compliance

• Option A: Contractor shall comply with all applicable Ohio and federal laws and regulations regarding data privacy and security, including but not limited to the Ohio Data Protection Act and applicable sections of Ohio Revised Code Chapters 1349 and 149. Contractor shall implement and maintain reasonable security measures to protect Client data from unauthorized access, use, or disclosure.
• Option B: If Contractor will have access to Protected Health Information (PHI), Contractor shall comply with all applicable provisions of the Health Insurance Portability and Accountability Act (HIPAA) and the Health Information Technology for Economic and Clinical Health (HITECH) Act, as amended. A Business Associate Agreement (BAA) is attached hereto as Exhibit B and incorporated herein by reference.
• Option C: Contractor shall comply with [Specific Industry Regulations, e.g., FINRA, PCI-DSS, NIST 800-53]. Contractor shall provide evidence of compliance upon Client's request.

Fees and Payment

• Option A: Client shall pay Contractor at an hourly rate of [Hourly Rate] per hour for services rendered. Contractor shall submit invoices to Client on a [Frequency, e.g., bi-weekly, monthly] basis.
• Option B: Client shall pay Contractor a fixed fee of [Fixed Fee] for the completion of the services described in Section 1. The fee shall be paid according to the following schedule: [Payment Schedule based on milestones or deliverables].
• Option C: Client shall pay Contractor a retainer fee of [Retainer Fee] per [Time Period, e.g., month]. This retainer covers [Number] hours of service per [Time Period]. Additional hours will be billed at a rate of [Hourly Rate] per hour.
  • Payment shall be made within [Number] days of receipt of invoice. Late payments shall be subject to a late fee of [Percentage]% per month. Contractor is solely responsible for all federal, Ohio state, city or local taxes (including Social Security, Medicare, Ohio CAT tax filings, and any Ohio municipal taxes) related to payments received under this agreement.

Intellectual Property

• Option A: All work product, including software, code, documentation, enhancements, or related works, created by Contractor in connection with the services shall be considered "work for hire" under Ohio law and shall be owned exclusively by Client.
• Option B: Contractor hereby assigns to Client all right, title, and interest in and to all work product, including software, code, documentation, enhancements, or related works, created by Contractor in connection with the services.
• Option C: Ownership of Intellectual Property shall be according to Exhibit C.
  • Contractor shall disclose to Client any open-source or third-party software incorporated into the work product. Contractor warrants that the use of such software does not infringe on any third-party rights.

Non-Disclosure, Data Privacy, and Information Security

• Option A: Contractor shall hold all Client confidential information in strict confidence and shall not disclose such information to any third party without Client's prior written consent. This includes but is not limited to encryption, password policies, client access control.
• Option B: Upon termination of this Agreement, Contractor shall return all Client confidential information to Client or destroy it, at Client's option.
  • Contractor shall promptly notify Client of any data breach or security incident involving Client data.

Independent Contractor Status

• Option A: Contractor is an independent contractor and not an employee of Client. Contractor is solely responsible for all tax withholding, insurance, workers' compensation (with reference to Ohio BWC exemptions for true independent contractors), and all required business registrations (e.g., IT consulting LLC or sole proprietor registration under Ohio law).
• Option B: Client shall not control or direct the manner in which Contractor performs the services, except to the extent necessary to ensure compliance with Client's policies and procedures and the requirements of this Agreement.
  • Contractor shall be free to perform services for other clients.

Subcontracting

• Option A: Contractor shall not subcontract any of the services without Client's prior written consent.
• Option B: Contractor may subcontract the services, provided that any subcontractors comply with the same terms and conditions as set forth in this Agreement, including data security and IP provisions.
  • Contractor shall be responsible for the acts and omissions of its subcontractors.

Liability and Indemnification

• Option A: Contractor shall be liable for any damages caused by Contractor's errors, omissions, professional negligence, or breach of this Agreement. Contractor shall indemnify and hold Client harmless from any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to Contractor's performance of the services.
• Option B: Client shall be liable for any damages caused by Client's errors, omissions, or breach of this Agreement. Client shall indemnify and hold Contractor harmless from any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to Client's actions.
  • Contractor shall maintain professional liability insurance (cyber liability or E&O tailored for IT services) with a minimum coverage of [Amount].

Contract Modification and Change Requests

• Option A: This Agreement may be modified only by a written instrument signed by both parties.
• Option B: Any change requests must be submitted in writing and approved by Client prior to implementation. Client approval requirements and fee adjustment mechanisms are in Exhibit D.
  • Client shall have the right to approve or reject any change request.

Conflict of Interest

• Option A: Contractor represents and warrants that it has no conflict of interest that would prevent it from performing the services under this Agreement.
• Option B: Contractor shall disclose to Client any potential conflicts of interest that may arise during the performance of the services.
  • Contractor shall take all reasonable steps to avoid or mitigate any conflict of interest.

Termination

• Option A: This Agreement shall terminate on [Date].
• Option B: Either party may terminate this Agreement upon [Number] days' written notice to the other party.
• Option C: Client may terminate this Agreement immediately upon written notice to Contractor if Contractor breaches this Agreement or in the event of a data security incident.
  • Upon termination, Contractor shall deliver all work product to Client and provide reasonable transitional assistance. Client shall pay Contractor for all services rendered up to the date of termination.

Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City], Ohio.
• Option B: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in [City], Ohio, in accordance with the rules of the American Arbitration Association.
• Option C: Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County], Ohio.
  • This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio.

Compliance with Regulations

• Option A: Contractor shall comply with all applicable federal, state, and local laws and regulations, including any client industry regulations (such as FINRA, PCI-DSS, NIST 800-53 if relevant), Ohio state standards for data encryption or IT security, and any necessary local business licensing for IT work under Ohio law.
• Option B: Client shall provide Contractor with any necessary information regarding Client's regulatory requirements.
  • Contractor shall be responsible for obtaining any necessary permits or licenses.

Representations and Warranties

• Option A: Contractor represents and warrants that it has the technical qualifications, experience, and expertise necessary to perform the services.
• Option B: Contractor represents and warrants that the work product will not infringe on any third-party rights.
• Option C: Contractor represents and warrants that it is not subject to any prior restrictions that would prevent it from entering into this Agreement.

Certifications

• Option A: Contractor shall maintain the following certifications: [List of Certifications, e.g., Microsoft, Cisco, CompTIA].
• Option B: Contractor shall provide evidence of such certifications upon Client's request.
  • The cost of maintaining certifications is the responsibility of the Contractor.

Client Cooperation

• Option A: Client shall cooperate with Contractor and provide Contractor with timely access to necessary access permissions, data, hardware, or staff.
• Option B: Client shall designate a point of contact for Contractor.
  • Contractor shall not be liable for any delays or failures to perform the services caused by Client's failure to cooperate.

Assignment

• Option A: Contractor shall not assign this Agreement without Client's prior written consent.
• Option B: Client may assign this Agreement to any affiliate or successor.
  • This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.

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

[Client Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]