Oklahoma IT independent contractor agreement template

Oklahoma IT Independent Contractor Agreement

Effective Date: [Date]

Client:

• Legal Name: [Client Legal Name]
• Business Registration Number (if applicable): [Client Business Registration Number]
• Oklahoma Address: [Client Oklahoma Address]
• Contact Person: [Client Contact Person]
• Email: [Client Email]
• Phone: [Client Phone]

Independent Contractor:

• Legal Name: [Contractor Legal Name]
• Business Registration Number (if applicable): [Contractor Business Registration Number]
• Oklahoma Address: [Contractor Oklahoma Address]
• Contact Person: [Contractor Contact Person]
• Email: [Contractor Email]
• Phone: [Contractor Phone]

1. Description of Services

• Option A: The Contractor shall provide the following IT services to the Client: [Detailed description of IT services, e.g., software development, network administration, cybersecurity consulting, IT support]. This includes, but is not limited to, [list of specific tasks and deliverables].
• Option B: The Contractor shall provide IT services as detailed in Exhibit A, attached hereto and incorporated by reference.
• Performance Standards: The services shall be performed in a professional and workmanlike manner, consistent with industry standards.
• Deliverables: The Contractor shall provide the following deliverables: [List of deliverables, e.g., source code, documentation, deployment plans].
• Milestones and Timelines: The project shall be completed according to the following milestones and timelines: [Detailed schedule of milestones and deadlines].
• Acceptance Criteria: Deliverables will be deemed accepted upon [Define the acceptance criteria, e.g., successful testing, client approval].

2. Work Location and Resources

• Option A: The Contractor shall perform the services remotely.
• Option B: The Contractor shall perform the services on-site at the Client's Oklahoma facility located at [Client Facility Address].
• Option C: The Contractor shall perform the services in a hybrid manner, with [Number] days per week on-site at the Client's Oklahoma facility and the remainder remotely.
• Client-Provided Resources: The Client shall provide the following equipment, software, and data resources: [List of resources, e.g., laptop, software licenses, cloud subscriptions].
• Contractor-Provided Resources: The Contractor shall provide all other equipment, software, and resources necessary to perform the services.
• Access and Security: The Contractor shall adhere to the Client’s security policies and procedures when accessing Client systems and data.
• BYOD Provisions: [Specify BYOD provisions, if applicable, including security requirements and acceptable use policies].

3. Compensation and Payment

• Option A: The Contractor shall be compensated at an hourly rate of [Hourly Rate] per hour.
• Option B: The Contractor shall be compensated at a daily rate of [Daily Rate] per day.
• Option C: The Contractor shall be compensated a fixed fee of [Project Fee] for the entire project.
• Option D: The Contractor shall be compensated according to the milestone payments outlined in Exhibit B, attached hereto and incorporated by reference.
• Invoicing: The Contractor shall submit invoices to the Client [Frequency, e.g., weekly, monthly] in the format specified by the Client.
• Payment Terms: The Client shall pay invoices within [Number] days of receipt.
• Oklahoma Tax Treatment: The Contractor is responsible for all applicable Oklahoma taxes, including self-employment taxes. The client will report payments to the contractor as required by Oklahoma law.
• Late Payment: Late payments shall accrue interest at a rate of [Interest Rate]% per month.

4. Independent Contractor Status

• The parties agree that the Contractor is an independent contractor and not an employee, agent, or partner of the Client.
• The Contractor is solely responsible for all self-employment taxes, workers' compensation insurance, and other business expenses.
• The Contractor shall obtain all necessary Oklahoma licenses and permits to perform the services.
• No employment or partnership relationship is created by this agreement.

5. Liability and Insurance

• The Contractor shall maintain professional liability insurance and cyber liability insurance with minimum coverage amounts of [Insurance Amount] per occurrence and [Insurance Amount] in the aggregate.
• The Contractor shall indemnify and hold harmless the Client from any and all claims, damages, liabilities, costs, and expenses arising out of or relating to the Contractor’s performance of the services, except to the extent caused by the Client’s negligence or willful misconduct.
• Limits of Liability: The Contractor's liability under this agreement shall be limited to the amount of fees paid by the Client to the Contractor.

6. Data Security and Confidentiality

• The Contractor shall maintain the confidentiality of all Client data and information.
• The Contractor shall comply with all applicable data privacy laws and regulations, including the Oklahoma Uniform Trade Secrets Act.
• The Contractor shall implement and maintain reasonable security measures to protect Client data from unauthorized access, use, or disclosure.
• Security Incident Reporting: The Contractor shall promptly notify the Client of any security incident or data breach. The contractor shall comply with all applicable Oklahoma data breach notification laws.
• Non-Disclosure: The Contractor shall not use Client data for any purpose other than performing the services under this agreement.

7. Intellectual Property

• Option A: All work product created by the Contractor under this agreement shall be considered "work for hire" and owned by the Client.
• Option B: The Contractor shall retain ownership of any pre-existing code or proprietary tools used in the performance of the services, but grants the Client a non-exclusive, perpetual license to use such code or tools in connection with the work product.
• Assignment of Patents: The Contractor agrees to assign to the Client all rights, title, and interest in any patents arising from the work product.
• Licensing: The Client shall have the right to license, sublicense, and otherwise exploit the work product.

8. Non-Solicitation and Non-Competition

• Option A: During the term of this agreement and for a period of [Number] months thereafter, the Contractor shall not solicit or attempt to solicit any employees or customers of the Client.
• Option B: During the term of this agreement, the Contractor shall not engage in any business that competes with the Client's business within [Geographic Area]. (Note: Non-compete clauses are subject to Oklahoma law limitations.)

9. Representations and Warranties

• The Contractor represents and warrants that it has the authority to enter into this agreement and perform the services.
• The Contractor warrants that the work product will be original and free from defects.
• The Contractor warrants that it has the legal right to work in the United States.
• The Contractor warrants that all work is free from viruses, backdoors, and third-party claims.

10. Change Orders

• Any changes to the scope of services, deliverables, or timelines must be documented in a written change order signed by both parties.
• Change orders shall include adjustments to fees and deadlines, as necessary.

11. Termination

• The Client may terminate this agreement for convenience upon [Number] days written notice to the Contractor.
• Either party may terminate this agreement for breach if the other party fails to cure the breach within [Number] days written notice.
• Upon termination, the Contractor shall deliver all deliverables and documentation to the Client.
• The Client shall pay the Contractor for all services performed up to the date of termination.

12. Dispute Resolution

• Any disputes arising out of or relating to this agreement shall be resolved through good faith negotiation.
• If negotiation fails, the parties shall attempt to resolve the dispute through mediation in Oklahoma City, Oklahoma.
• If mediation fails, the dispute shall be resolved through binding arbitration in Oklahoma City, Oklahoma, in accordance with the rules of the American Arbitration Association.
• The exclusive jurisdiction and venue for any legal action arising out of or relating to this agreement shall be in the state and federal courts located in Oklahoma County, Oklahoma.

13. Compliance with Laws

• The Contractor shall comply with all applicable Oklahoma and federal laws and regulations, including IT industry regulations.
• The Contractor shall comply with all applicable data privacy laws, technology export controls, and sector-specific requirements.

14. Audit Rights

• The Client shall have the right to audit the Contractor's work, billing, security compliance, and data handling upon reasonable advance notice.
• The Contractor shall provide the Client with access to all necessary documentation and information.

15. Background Checks and Testing (If Applicable)

• The Contractor may be required to undergo background checks, reference verification, and drug/alcohol testing as a condition of performing the services.

16. Continuing Education and Certifications

• The Contractor shall maintain all required continuing education, vendor-specific certifications, and professional accreditations.

17. 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 cyberattacks, power failures, and supply chain issues.

18. Notices

• All notices and other communications 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. Assignment and Delegation

• The Contractor shall not assign or delegate its rights or obligations under this agreement without the prior written consent of the Client.

20. Integration, Amendments, and Severability

• 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.
• This agreement may be amended only by a written instrument signed by both parties.
• If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

21. Remote Access and Data Compliance

• If the services involve remote access to infrastructure or regulated data, the Contractor shall comply with all applicable Oklahoma rules, including the Oklahoma Computer Crimes Act, and any federal sector standards (HIPAA, GLBA, FERPA, CJIS) relevant to client industries.

IN WITNESS WHEREOF, the parties have executed this agreement as of the Effective Date.

Client:

____________________________

[Client Representative Name], [Client Title]

Independent Contractor:

____________________________

[Contractor Name/Representative Name], [Contractor Title]