Oregon independent contractor agreement template

Oregon 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"), and [Independent Contractor Legal Name], located at [Independent Contractor Address] ("Contractor").

Services

Option A: The Contractor shall perform the following services (the "Services"): [Description of Services].

Option B: The Contractor shall provide the deliverables as specified in Exhibit A attached hereto.

The Services shall be performed:

At [Location of Work].

Remotely.

Project Milestones: [List of Milestones].

Timeline: [Project Start Date] to [Project End Date].

Expected Outcomes: [Description of Expected Outcomes].

Term and Termination

Option A: This Agreement shall commence on [Start Date] and shall continue until [End Date].

Option B: This Agreement shall commence on [Start Date] and shall continue until completion of the Services.

Termination by Client:

With Cause: The Client may terminate this Agreement immediately upon written notice to the Contractor if the Contractor breaches any material provision of this Agreement.

Without Cause: The Client may terminate this Agreement upon [Number] days written notice to the Contractor.

Termination by Contractor:

The Contractor may terminate this Agreement upon [Number] days written notice to the Client.

Post-Termination Obligations: Upon termination, the Contractor shall deliver to the Client all work product, materials, and data belonging to the Client.

Compensation

Option A: The Client shall pay the Contractor at a rate of [Dollar Amount] per hour for the Services.

Option B: The Client shall pay the Contractor a fixed fee of [Dollar Amount] for the Services.

Option C: The Client shall pay the Contractor a retainer of [Dollar Amount] per [Time Period].

Payment Schedule: [Payment Schedule, e.g., Bi-weekly, Upon Completion].

Invoicing Requirements: The Contractor shall submit invoices to the Client [Frequency] with detailed descriptions of the Services performed.

Option A: Reimbursement of Expenses: The Contractor shall be reimbursed for reasonable and necessary expenses incurred in connection with the Services, upon submission of receipts.

Option B: No Reimbursement of Expenses: The Contractor shall be responsible for all expenses incurred in connection with the Services.

Late Payment Penalty: A late payment penalty of [Percentage]% per month shall be applied to any invoices not paid within [Number] days of receipt.

The Contractor is responsible for all applicable taxes, fees, and licenses. The Client will not withhold any taxes.

Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client.

No Employee Benefits: The Contractor is not entitled to any employee benefits, including but not limited to health insurance, retirement, paid time off, or sick leave.

No Workers' Compensation or Unemployment Insurance: The Contractor is not covered by the Client's workers' compensation or unemployment insurance.

Option: Background Check/Credential Verification: The Contractor [Shall/Shall Not] be subject to a background check and/or credential verification.

Contractor Obligations and Standards of Performance

The Contractor shall perform the Services in a professional and workmanlike manner, in accordance with all applicable laws and regulations.

The Contractor shall meet all deadlines agreed upon with the Client.

The Contractor shall comply with all applicable professional standards.

Option: Reporting Requirements: The Contractor shall provide regular progress reports to the Client [Frequency].

Option: Meetings: The Contractor shall attend regular meetings with the Client [Frequency].

Confidentiality and Non-Disclosure

Confidential Information: "Confidential Information" means any non-public information relating to the Client's business, including but not limited to trade secrets, financial information, customer lists, and marketing strategies.

Non-Disclosure: The Contractor shall not disclose any Confidential Information to any third party without the Client's prior written consent.

Intellectual Property

Option A: Work Made for Hire: All work product created by the Contractor in connection with the Services shall be owned exclusively by the Client and shall be deemed a "work made for hire" under copyright law.

Option B: Contractor Retains Rights: The Contractor retains all rights to the work product, but grants the Client a [Exclusive/Non-Exclusive], [Perpetual/Limited Term] license to use the work product.

Option: Assignment: The Contractor [Shall/Shall Not] assign all rights in the Work Product to Client.

Option: License Back: The Client [Shall/Shall Not] grant the Contractor a license to use the Work Product.

Indemnification and Liability

Indemnification by Contractor: The Contractor shall indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to the Contractor's performance of the Services.

Limitation of Liability: The Client's liability to the Contractor shall be limited to the amount of compensation paid to the Contractor under this Agreement.

Option: Liability Insurance: The Contractor shall maintain liability insurance with coverage of at least [Dollar Amount] per occurrence and [Dollar Amount] in the aggregate.

Required Coverage Types: [List of Coverage Types, e.g., General Liability, Professional Liability].

Non-Solicitation, Non-Competition, Non-Circumvention and Conflict of Interest

Note: Under Oregon law (ORS 653.295), non-compete agreements are enforceable only if certain conditions are met, including minimum compensation requirements and advance written notice. Consider removing or modifying this section if these conditions are not met.

Option: Non-Solicitation: During the term of this Agreement and for a period of [Number] years thereafter, the Contractor shall not solicit any of the Client's employees, customers, or vendors.

Option: Non-Competition: During the term of this Agreement and for a period of [Number] months following the termination of the Agreement, within a geographic area of [Miles] miles from the Client's principal place of business, the Contractor shall not engage in any business that is competitive with the Client's business.

Option: Non-Circumvention: The Contractor shall not circumvent the Client's business relationships or interfere with the Client's opportunities.

Option: Conflict of Interest: The Contractor shall not engage in any activities that create a conflict of interest with the Client's business.

Expense Reimbursements (If Applicable)

The Contractor shall be reimbursed for pre-approved, reasonable, and necessary expenses incurred in connection with the Services.

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

Timing of Reimbursement: Reimbursement shall be made within [Number] days of submission of expense reports.

Dispute Resolution

Option A: Mediation: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, Oregon].

Option B: Arbitration: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in [City, Oregon] in accordance with the rules of the American Arbitration Association.

Option C: Litigation: Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [City, Oregon].

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

Assignment and Delegation

Option A: Assignment Permitted: Either party may assign this Agreement with the prior written consent of the other party.

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

Subcontracting: The Contractor [May/May Not] subcontract any portion of the Services. If allowed, the Contractor is responsible for all subcontractors' performance.

Notices and Communications

All notices and 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.

Email: [Client Email] and [Contractor Email].

Complete Agreement and Amendment

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.

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

Severability, Waiver, and Force Majeure

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

Option A: Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Option A: Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent that such failure is caused by a force majeure event, such as acts of God, war, or terrorism.

Oregon-Specific Compliance

The Contractor affirms that they meet all requirements under Oregon law for independent contractor status, including but not limited to:

Having a registered business (if required).

Maintaining a separate business location.

Obtaining all required licenses.

The ability to hire assistants or employees.

Freedom from direction and control beyond contract results.

Oregon Non-Compete Disclosure (If Applicable)

Note: This section is relevant ONLY if a non-compete clause is included above. This fulfills Oregon's statutory notice requirements.

As required by Oregon law (ORS 653.295), the Client hereby notifies the Contractor that the non-compete provisions contained in this Agreement are contingent upon the Contractor receiving compensation that equals or exceeds the applicable minimum annual salary threshold established by the Oregon Bureau of Labor and Industries (BOLI) at the time of termination. The Contractor acknowledges receipt of this notification. The duration of the non-compete restriction shall not exceed [12/18] months. Any provision of the non-compete that is deemed unenforceable under Oregon law will be severed from this agreement, leaving the remaining provisions in effect.

Oregon Anti-Discrimination and Equity

The Contractor shall comply with all applicable Oregon anti-discrimination laws, including but not limited to ORS 659A, and shall not discriminate against any individual on the basis of race, color, religion, sex, national origin, age, disability, sexual orientation, or gender identity.

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

[Client Legal Name]

By: [Client Name]

Title: [Client Title]

[Independent Contractor Legal Name]

By: [Independent Contractor Name]

Title: [Independent Contractor Title]