Oregon IT independent contractor agreement template

Oregon IT Independent Contractor Agreement

This Oregon IT Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date] by and between:

[Client Legal Name], a [Client Business Structure, e.g., Oregon corporation] with its principal place of business at [Client Address], hereinafter referred to as “Client,”

and

[Contractor Legal Name], a [Contractor Business Structure, e.g., sole proprietor or Oregon LLC], with its principal place of business or residence at [Contractor Address], and doing business as [Contractor Assumed Business Name, if applicable], hereinafter referred to as “Contractor.”

1. Services

Contractor agrees to perform the following IT services for Client (the “Services”):

Option A: [Detailed Description of Services, e.g., Software Development, Network Administration, Cybersecurity, Systems Integration, Hardware Support, Cloud Migration, IT Consulting, Technical Support]. This description shall include explicit deliverable standards, scope of work, technical specifications, service levels, performance milestones, testing and acceptance criteria, and precise project timelines.

Option B: The Services are further described in Exhibit A, attached hereto and incorporated by reference. Exhibit A will clearly set out deliverable standards, scope of work, technical specifications, service levels, performance milestones, testing and acceptance criteria, and precise project timelines.

The expected method and tools of communication are: [Specify communication methods and tools, e.g., email, Slack, project management software]. The frequency and format of progress reporting will be: [Specify frequency and format of progress reports]. Status meetings will be held: [Specify requirements for status meetings or agile methodologies adopted, e.g., daily stand-ups, sprint reviews].

2. Work Location

The work will be performed:

Option A: Remotely. Contractor will provide all necessary equipment and internet access.

Option B: At Client's site located at [Client Site Address]. Contractor must comply with all Client's on-site policies and procedures. Requirements for on-site access are: [Specify on-site access requirements].

Option C: At Contractor's Oregon-based office located at [Contractor Office Address].

Option D: Hybrid. Work will be performed [Number]% remotely and [Number]% at Client's site located at [Client Site Address]. Contractor must comply with all Client's on-site policies and procedures.

Requirements for remote connectivity protocols include: [Specify remote connectivity protocols]. Secure VPN usage is required: [Yes/No]. If yes, specify details: [VPN details]. Equipment provided by Client: [List of Equipment].

3. Data Security and Privacy

Contractor shall comply with the following data security and privacy measures:

Compliance with Oregon’s data breach notification law (ORS 646A.600 et seq.).

Client data classification: [Specify data classification levels, e.g., confidential, internal, public].

Confidentiality protocols: [Specify confidentiality protocols].

Encryption standards: [Specify encryption standards].

Cloud storage and access restrictions: [Specify cloud storage and access restrictions].

Handling of personally identifiable information (PII): [Specify procedures for handling PII].

Processes for reporting any security incidents: [Specify procedures for reporting security incidents].

4. Intellectual Property

Ownership and licensing of intellectual property, including source code, software, documentation, inventions, and other work product:

Option A: Deliverables are considered "work made for hire" under copyright law and shall be owned exclusively by Client.

Option B: IP assignment. Contractor hereby assigns all right, title, and interest in the deliverables to Client.

Option C: Client license. Contractor grants Client a perpetual, irrevocable, non-exclusive license to use, modify, and distribute the deliverables.

Address any pre-existing IP or third-party code: [Specify details regarding pre-existing IP or third-party code].

5. Confidentiality

Contractor agrees to the following non-disclosure, confidentiality, and non-use obligations:

Duration of confidentiality obligation: [Specify duration, e.g., indefinite, 5 years].

Permitted disclosures: [Specify permitted disclosures, if any].

Specific Oregon requirements: [Specify any specific Oregon confidentiality requirements].

6. Compensation

Client shall compensate Contractor as follows:

Option A: Hourly rate of [Dollar Amount] per hour.

Option B: Per project fee of [Dollar Amount] for the completion of the Services described in Section 1.

Option C: Retainer fee of [Dollar Amount] per [Time Period, e.g., month].

Option D: Milestone-based payments as follows: [Specify milestones and corresponding payments].

Payment frequency: [Biweekly, Monthly, Upon Milestone Completion].

Time and expense reporting requirements: [Specify time-tracking tools and formatting]. Billing procedures: [Specify billing procedures]. Detailed itemization is required: [Yes/No].

Contractor is responsible for all applicable taxes, including Oregon state and local business taxes, and self-employment tax.

7. Expense Reimbursement

Reimbursement policy for approved expenses:

Pre-approval is [Required/Not Required].

Submission guidelines: [Specify submission guidelines for expenses].

8. Independent Contractor Status

Contractor is an independent contractor and not an employee of Client. No employment relationship exists between the parties, as defined by Oregon law (ORS 670.600).

Contractor is responsible for all taxes, workers’ compensation registration (if required), insurance (liability, cyber, E&O), and compliance with Oregon’s independent contractor regulations.

9. Non-Solicitation/Non-Compete

Option A: Non-Solicitation. During the term of this Agreement and for a period of [Number] months thereafter, Contractor shall not solicit, directly or indirectly, any employee or client of Client. This clause is narrowly tailored and enforceable under Oregon law.

Option B: Non-Compete. During the term of this Agreement and for a period of [Number] months thereafter, within a geographic area of [Specify Geographic Area], Contractor shall not engage in any business that competes directly with the business of Client, specifically [Specify Competing Business]. This clause is narrowly tailored to protect Client’s legitimate business interests and is enforceable under Oregon law.

Option C: No Non-Solicitation or Non-Compete.

10. Subcontracting

Contractor [May/May Not] subcontract or assign its obligations under this Agreement. If subcontracting is permitted:

Conditions on permitted subcontractors' qualifications: [Specify qualifications].

Compliance with Oregon law is required.

Client consent is [Required/Not Required].

Confidentiality and security clauses must flow down to subcontractors.

11. Term and Termination

Contract term: This Agreement shall commence on [Start Date] and shall continue until [End Date].

Option A: Renewal. This Agreement may be renewed for an additional term of [Number] [Months/Years] upon written agreement of both parties at least [Number] days prior to the expiration of the initial term.

Option B: Termination. Either party may terminate this Agreement upon [Number] days written notice to the other party.

Termination for cause: [Specify conditions for termination for cause].

Termination for convenience: Client may terminate this Agreement for convenience upon [Number] days written notice.

Final invoice procedures: [Specify final invoice procedures].

Transition assistance: [Specify any requirements for transition assistance].

Offboarding: [Specify offboarding procedures].

Client’s ongoing use of deliverables: [Specify terms for Client's ongoing use of deliverables].

12. Liability and Indemnification

Contractor is responsible for damages caused by unsuccessful delivery, defects, malware, data breaches, or IP infringement.

Oregon-specific limitations on liability: [Specify any Oregon-specific limitations on liability].

Procedures for insurance claims: [Specify procedures for insurance claims].

13. Dispute Resolution

Procedures and timeframes for dispute resolution:

Mandatory negotiation.

Mediation in [City, Oregon].

Arbitration or litigation venue in Oregon courts.

Choice of Oregon law as governing law.

14. Compliance with Laws

Contractor shall comply with all applicable Oregon laws, regulations, and IT industry standards, including data privacy, cybersecurity, export control (if relevant), accessibility for public sector clients, and specific client requirements (e.g., HIPAA for healthcare IT or PCI DSS for payment processing systems).

15. Force Majeure

Force majeure and excusable delay clauses tailored for IT projects:

Specify events: [Specify events constituting force majeure].

Notification obligations: [Specify notification obligations].

Resumption protocols: [Specify resumption protocols].

16. Background Checks

Background checks [Are/Are Not] required. If required, specify details: [Specify background check requirements].

17. Certifications and Licenses

Professional certifications, licenses, or Oregon business registry filings [Are/Are Not] necessary for the scope of work. If required, specify details: [Specify certifications and licenses].

18. Client Property

Procedures for handling client property, access credentials, and return or destruction of data and equipment on contract completion or termination: [Specify procedures].

19. Records Retention

Records retention policies: [Specify records retention policies].

Audit rights for client review of IT contractor’s documentation or process compliance: [Specify audit rights].

Requirements for cooperation in the event of external audit or regulatory inquiry: [Specify requirements].

20. Amendments

This Agreement may be amended only by a written agreement signed by both parties. Electronic signatures are accepted in accordance with Oregon’s Uniform Electronic Transactions Act (UETA) if utilized.

21. Other Provisions

Conflict of interest: [Specify conflict of interest provisions].

Warranties of original work.

Statement on use of open-source or third-party software, specifying vetting, notice, and licensing compliance processes: [Specify details].

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]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title] (if applicable)