Oklahoma independent contractor agreement template

Oklahoma Independent Contractor Agreement

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

[Client Legal Name], located at [Client Address], ("Client")
Contact Information: [Client Phone Number], [Client Email Address]

and

[Contractor Legal Name], located at [Contractor Address], ("Contractor").
Contact Information: [Contractor Phone Number], [Contractor Email Address]

1. Scope of Services

The Contractor agrees to perform the following services for the Client: [Description of Services].

Option A: The services will include, but are not limited to: [Detailed list of responsibilities].

Option B: The Contractor will perform services as detailed in Schedule A, attached hereto and incorporated herein.

The services will be performed:

• On-site at [Location(s)].
• Remotely.
• Both on-site and remotely.

This Agreement covers:

• A specific project.
• Ongoing services.
• Other: [Specify].

The deadline for completion of services is: [Date].

2. Independent Contractor Status

It is the express intention of the parties that the Contractor is an independent contractor and not an employee, agent, joint venturer, or partner of the Client. Nothing in this Agreement shall be construed as creating an employer-employee relationship.

The Contractor is not entitled to any benefits that the Client provides to its employees, including, but not limited to, health insurance, retirement plans, vacation time, or sick leave. Client will not withhold any taxes from payments to Contractor. Contractor is solely responsible for all taxes.

Factors supporting independent contractor status:

• Option A: Contractor has the right to control the manner and means of performing the services.
• Option B: Contractor provides their own tools and equipment.
• Option C: Contractor is paid on a project or deliverable basis, with opportunity for profit or loss.
• Option D: Contractor provides services to other clients.

3. Term and Termination

This Agreement shall commence on [Start Date] and shall continue:

• For a fixed term, ending on [End Date].
• On a project basis, until the completion of the services.
• As an open-ended agreement, terminable as outlined below.

Renewal:

• Option A: This Agreement will automatically renew for successive terms of [Number] [Days/Months/Years] unless either party provides written notice of termination at least [Number] [Days/Months] prior to the end of the then-current term.

Termination:

• Option A: Either party may terminate this Agreement with [Number] [Days/Weeks] written notice.
• Option B: Client may terminate this Agreement immediately for cause if Contractor breaches any material term of this Agreement.
• Option C: Client may terminate this Agreement without cause with [Number] [Days/Weeks] written notice.
• Option D: Contractor may terminate this agreement if not paid as agreed.

4. Compensation

The Client shall pay the Contractor as follows:

• A fixed fee of [Dollar Amount].
• An hourly rate of [Dollar Amount] per hour.
• Per milestone, as detailed in Schedule B, attached hereto and incorporated herein.
• A retainer of [Dollar Amount] per [Week/Month].

Billing and Invoicing:

• The Contractor shall submit invoices to the Client [Frequency] (e.g., weekly, bi-weekly, monthly).
• Invoices must include: [Required invoice information].

Reimbursement of Expenses:

• Option A: Reimbursable expenses, if any, must be pre-approved by the Client in writing.
• Option B: Expenses are built into the compensation and are not separately reimbursable.

Payment Terms: The Client shall pay the Contractor within [Number] [Days] of receipt of a valid invoice.

Late Payments: Late payments shall accrue interest at a rate of [Percentage]% per month, or the maximum rate permitted by Oklahoma law, whichever is lower.

Tax Obligations: The Contractor is solely responsible for the payment of all self-employment taxes and compliance with all federal, state (Oklahoma), and local tax requirements.

5. Work Product Ownership

Intellectual Property:

• Option A: All work product created by the Contractor pursuant to this Agreement shall be owned exclusively by the Client, including all copyrights, patents, trademarks, and other intellectual property rights. The Contractor hereby assigns all such rights to the Client.
• Option B: The Contractor retains ownership of all work product, but grants the Client a perpetual, irrevocable, non-exclusive license to use the work product.
• Option C: Ownership of work product will be jointly owned by the Client and the Contractor.

Pre-existing Materials:

• Any pre-existing materials owned by the Contractor and used in the performance of services shall remain the property of the Contractor. The Contractor grants the Client a license to use such materials solely for the purpose of utilizing the work product created under this Agreement.

6. Confidentiality

Definition of Confidential Information: Confidential Information includes, but is not limited to, [List specific types of confidential information].

Obligations: The Contractor shall hold all Confidential Information in strict confidence and shall not disclose it to any third party without the Client's prior written consent.

Permissible Disclosures:

• Option A: The Contractor may disclose Confidential Information to its employees or subcontractors who have a need to know, provided that such persons are bound by confidentiality obligations at least as restrictive as those contained herein.

Exclusions: The obligations of confidentiality shall not apply to information that: (a) is or becomes publicly available through no fault of the Contractor; (b) was already known to the Contractor prior to its disclosure by the Client; or (c) is independently developed by the Contractor without use of the Client's Confidential Information.

Remedies for Breach: The Client shall be entitled to injunctive relief and monetary damages in the event of a breach of this confidentiality provision.

7. Non-Solicitation/Non-Competition (Oklahoma Specific)

Option A: (No Restriction) This Agreement does not contain any non-solicitation or non-competition provisions.

Option B: Non-Solicitation: During the term of this Agreement and for a period of [Number] [Months/Years] after its termination, the Contractor shall not solicit, directly or indirectly, any employee or customer of the Client.

• Geographic Limit: This non-solicitation provision applies within [Miles] miles of [City, State].

Option C: Non-Competition: During the term of this Agreement and for a period of [Number] [Months/Years] after its termination, the Contractor shall not engage in any business that is competitive with the Client's business. This restriction only applies to [Specific activities or services].

• Geographic Limit: This non-competition provision applies within [Miles] miles of [City, State].

Carve-outs:

• This non-competition/non-solicitation provision shall not prevent the Contractor from: [List exceptions to the restriction]. (Note: Oklahoma law requires restrictions to be reasonable in scope and duration.)

8. Contractor Responsibilities and Standards

Quality of Work: The Contractor shall perform the services in a professional and workmanlike manner, consistent with industry standards.

Method of Performance: The Contractor has full discretion over the manner and means of performing the services.

Tools and Materials:

• Option A: The Contractor shall provide all tools and materials necessary to perform the services.
• Option B: The Client shall provide all tools and materials necessary to perform the services.

Work Hours:

• Option A: The Contractor shall determine their own work hours and schedule.
• Option B: The Contractor shall work during the following hours: [Specify Hours].

9. Indemnification and Insurance

Indemnification:

• Option A: The Contractor shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to the Contractor's performance of the services under this Agreement, including, but not limited to, claims for personal injury, property damage, or intellectual property infringement, to the extent caused by the Contractor's negligence or willful misconduct.
• Option B: The Client shall indemnify and hold harmless the Contractor from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to the Client’s actions, negligence, or willful misconduct.

Insurance:

• Option A: The Contractor shall maintain the following insurance coverage:
  • Professional Liability Insurance: [Dollar Amount].
  • General Liability Insurance: [Dollar Amount].
• Option B: The Contractor is not required to maintain any insurance coverage.

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

10. Representations and Warranties

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

The Contractor warrants that the services will be performed in a professional and workmanlike manner and will not infringe upon the rights of any third party.

The Contractor warrants that they possess all required licenses and permits to perform the contracted services in the State of Oklahoma.

11. Amendments

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

12. Notices

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, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.

13. Dispute Resolution

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

Venue: Any legal action or proceeding arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County Name] County, Oklahoma.

Dispute Resolution:

• Option A: The parties shall attempt to resolve any dispute arising out of or relating to this Agreement through good-faith negotiation.
• Option B: If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City, State].
• Option C: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.

14. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is due to causes beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, fire, flood, earthquake, or other natural disaster.

15. Assignment

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

Option B: The Client may assign this Agreement to a successor entity in the event of a merger, acquisition, or sale of all or substantially all of its assets.

16. Severability, Waiver, and Entire Agreement

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

The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of such provision.

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.

17. Oklahoma & Federal Legal Compliance

Tax Compliance: The Contractor acknowledges their responsibility for all federal and Oklahoma state tax obligations arising from this Agreement, including self-employment taxes.

Labor Classification: Both parties agree that the Contractor meets the criteria for independent contractor status under Oklahoma law.

Business Registration: The Contractor warrants that they are properly registered and licensed to conduct business in Oklahoma, if required.

Right to Work: Both parties acknowledge Oklahoma's Right to Work laws.

18. Supplemental Schedules

Schedule A: Detailed Scope of Services

Schedule B: Payment Milestones

[Optional Clauses - Include if needed]

19. Background Checks (Optional)

Option A: The Contractor agrees to undergo a background check as a condition of this Agreement.

20. Conflict of Interest Policy (Optional)

Option A: The Contractor represents that they have no conflict of interest that would prevent them from fulfilling their obligations under this Agreement.

21. Data Security Requirements (Optional)

Option A: The Contractor shall comply with all applicable data security laws and regulations.

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]