Pennsylvania independent contractor agreement template

Pennsylvania Independent Contractor Agreement

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

• [Company Name], a [Business Structure, e.g., Pennsylvania Corporation] with its principal place of business at [Company Address] (“Client”), Employer Identification Number (EIN): [EIN],
• and
• [Contractor Name], a [Business Structure, e.g., Sole Proprietorship] with its principal place of business/address at [Contractor Address] (“Contractor”), Social Security Number (SSN) / Employer Identification Number (EIN): [SSN/EIN].

1. Scope of Work

• Option A: The Contractor shall perform the following services for the Client (the “Services”): [Detailed Description of Services].
• Option B: The Contractor shall perform the Services as described in Exhibit A, attached hereto and incorporated herein.
• Project Description: [Project Description]
• Deliverables: [List of Deliverables]
• Performance Standards: [Performance Standards]
• Milestones: [List of Milestones with Dates]
• Work Location: [Onsite, Remote, or Specific Venue]
• Method of Providing Services: [Specify Method]
• Reporting Requirements: [Reporting Requirements]

2. Independent Contractor Status

• The Client and the Contractor agree that the Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of the Client.
• The Contractor is solely responsible for all applicable taxes (including self-employment taxes), insurance, and other statutory obligations arising from the performance of the Services.
• Nothing in this Agreement shall be construed to create an employer-employee relationship between the Client and the Contractor. The contractor acknowledges that they are not eligible for unemployment compensation from the Client.
• The Contractor acknowledges that they will receive IRS Form 1099-NEC for compensation paid under this Agreement.
• Option A: Subcontracting Permitted: The Contractor may subcontract portions of the Services, subject to Client's prior written approval.
• Option B: Subcontracting Prohibited: The Contractor shall not subcontract any portion of the Services.
• Assignment of Services: The contractor shall not assign these services to another party.

3. Term and Termination

• Option A: Fixed Term: This Agreement shall commence on [Start Date] and shall continue until [End Date], unless earlier terminated as provided herein.
• Option B: Project-Based: This Agreement shall commence on [Start Date] and shall continue until the completion of the Services, unless earlier terminated as provided herein.
• Option C: Ongoing: This Agreement shall commence on [Start Date] and continue until terminated as provided herein.
• Option A: Termination for Cause: Either party may terminate this Agreement for cause upon written notice to the other party if the other party materially breaches this Agreement and fails to cure such breach within [Number] days after written notice thereof.
• Option B: Termination for Convenience: The Client may terminate this Agreement for convenience upon [Number] days written notice to the Contractor. The contractor may terminate this agreement for convenience upon [Number] days written notice to the Client.
• Option C: At-Will Termination: Either party may terminate this Agreement at any time, for any reason, with [Number] days written notice to the other party. In Pennsylvania, employment relationships are generally at-will, but this may be modified by contract. This provision is included for consideration and may not be fully enforceable if conflicting with other terms of this agreement or Pennsylvania law regarding independent contractor status.
• Obligations Upon Termination: Upon termination of this Agreement, the Contractor shall immediately cease providing the Services, return all Client property, and deliver to the Client all work product created in connection with the Services. The Client shall pay the Contractor for all Services satisfactorily performed up to the effective date of termination.

4. Compensation

• Option A: Hourly Rate: The Client shall pay the Contractor at an hourly rate of [Dollar Amount] per hour for Services satisfactorily performed.
• Option B: Per Project: The Client shall pay the Contractor a fixed fee of [Dollar Amount] for the completion of the Services.
• Option C: Milestone Payments: The Client shall pay the Contractor according to the following milestone schedule: [Milestone Schedule].
• Option D: Retainer: The Client shall pay the Contractor a retainer of [Dollar Amount] per [Time Period].
• Frequency and Method of Payment: The Client shall pay the Contractor [Frequency, e.g., bi-weekly] via [Method, e.g., check, direct deposit].
• Invoicing Process: The Contractor shall submit invoices to the Client [Frequency] for Services performed.
• Option A: Expense Reimbursement: The Client shall reimburse the Contractor for reasonable and pre-approved expenses incurred in connection with the Services, subject to the Client's expense reimbursement policy.
• Option B: No Expense Reimbursement: The Client shall not reimburse the Contractor for any expenses incurred in connection with the Services.
• Withholding Provisions: The Contractor is solely responsible for the payment of all applicable taxes and other statutory obligations. The Client shall not withhold any taxes from payments made to the Contractor.
• Late Payment: Late payments may be subject to penalties or interest as permitted under Pennsylvania law.

5. Equipment and Supplies

• Option A: Client Provided: The Client shall provide all necessary equipment and supplies for the Contractor to perform the Services.
• Option B: Contractor Provided: The Contractor shall provide all necessary equipment and supplies for the Contractor to perform the Services.
• Costs: [Specify who bears associated costs]
• Property Use: [Rules for property use]
• Proprietary Items: [Rules for proprietary items]

6. Confidentiality and Non-Disclosure

• Confidential Information: “Confidential Information” means any information disclosed by the Client to the Contractor that is not generally known to the public, including but not limited to trade secrets, business plans, customer lists, financial information, and technical data.
• Restrictions on Disclosure: The Contractor shall not disclose any Confidential Information to any third party without the Client's prior written consent.
• Duration of Confidentiality Obligations: The Contractor’s confidentiality obligations shall continue [Number] years after the termination of this Agreement.
• Exceptions: The Contractor’s confidentiality obligations 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 required to be disclosed by law or court order.
• Remedies for Breaches: The Client shall be entitled to injunctive relief and monetary damages for any breach of this confidentiality provision by the Contractor.

7. Intellectual Property

• Ownership of Work Product: Option A: Work for Hire: All work product created by the Contractor in connection with the Services shall be considered "work for hire" and owned exclusively by the Client. Option B: Contractor Ownership: Contractor will retain ownership of intellectual property. Client will have a license to use.
• Assignment of IP Rights: To the extent that any work product is not considered "work for hire," the Contractor hereby assigns to the Client all right, title, and interest in and to such work product.
• Permitted Uses: [Specify Permitted Uses]
• Licenses: [Specify Licenses]
• Exceptions: [Specify Exceptions]

8. Non-Solicitation and Non-Competition (Optional)

• Option A: Non-Solicitation: During the term of this Agreement and for a period of [Number] years after termination, the Contractor shall not solicit, directly or indirectly, any employees, customers, or clients of the Client.
• Option B: Non-Competition: During the term of this Agreement and for a period of [Number] years after termination, within a geographic area of [Geographic Scope], the Contractor shall not engage in any business that is competitive with the business of the Client. Pennsylvania law requires that non-compete agreements be supported by adequate consideration and be reasonable in scope and duration.
• Restricted Activities: [List of Restricted Activities]
• Permitted Exceptions: [List of Permitted Exceptions]

9. Representations and Warranties

• The Contractor represents and warrants that: (a) it has the legal right and ability to enter into this Agreement and perform the Services; (b) it holds all necessary licenses and permits to perform the Services; and (c) it is not subject to any restrictions that would prevent it from performing the Services.

10. Indemnification

• The Contractor shall indemnify, defend, and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses (including attorney's fees) arising out of or in connection with the Contractor's performance of the Services, negligence, or legal non-compliance. The Client shall indemnify, defend, and hold harmless the Contractor from and against any and all claims, damages, liabilities, costs, and expenses (including attorney's fees) arising out of or in connection with the Client's negligence.

11. Insurance

• Option A: Required Insurance: The Contractor shall maintain the following insurance policies: (a) liability insurance with a minimum coverage of [Dollar Amount] per occurrence; (b) workers' compensation insurance as required by Pennsylvania law (the Contractor acknowledges that they are not covered under the Client's workers' compensation policy); and (c) professional liability or errors and omissions insurance with a minimum coverage of [Dollar Amount] per claim.
• Option B: No Insurance Required: The Contractor is not required to maintain any specific insurance policies.
• Waivers/Client-Specific Requirements: [Specify Waivers or Client-Specific Requirements]

12. Compliance with Law

• The Contractor shall comply with all applicable federal, state, and local laws, rules, and regulations, including those specific to Pennsylvania regarding independent contractor classification criteria (such as payment via Form 1099, evidence of business independence, and ABC test considerations under Pennsylvania Unemployment Compensation Law).
• The Contractor shall obtain and maintain all necessary business licenses, permits, and regulatory approvals.

13. Recordkeeping and Audit Rights

• The Contractor shall maintain accurate records of all Services performed and expenses incurred in connection with this Agreement.
• The Client shall have the right to inspect and audit the Contractor's records for compliance with this Agreement.

14. Dispute Resolution

• Any dispute arising out of or in connection with this Agreement shall be resolved through good-faith negotiation between the parties. If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City, State]. If mediation is unsuccessful, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association. The venue for any arbitration or litigation shall be [County], Pennsylvania. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania.

15. Force Majeure

• Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by a force majeure event, such as acts of God, war, terrorism, riots, natural disasters, or other events beyond the reasonable control of the party.

16. Relationship of the Parties

• The parties agree that the Contractor is an independent contractor and not an employee of the Client.
• The Contractor shall have no authority to bind the Client to any agreement or obligation.
• The Contractor is not entitled to any employee benefits, rights, or privileges of the Client, including but not limited to health insurance, vacation time, or retirement benefits. This is in accordance with Pennsylvania law regarding independent contractors.

17. Taxes and Benefits

• The Contractor is solely responsible for the payment of all applicable taxes, filings, and insurance.
• The Contractor is not eligible for any employment benefits or unemployment compensation from the Client in accordance with Pennsylvania law.

18. Notices

• All notices under this Agreement shall be in writing and shall be delivered by [Method, e.g., mail, email] to the following addresses:
• Client: [Company Address], Email: [Company Email]
• Contractor: [Contractor Address], Email: [Contractor Email]

19. Assignment and Delegation

• Option A: Assignment Permitted: The Client may assign this Agreement to a successor or affiliate. The Contractor may not assign this agreement without the Client's prior written consent.
• Option B: Assignment Prohibited: Neither party may assign this Agreement without the prior written consent of the other party.

20. Miscellaneous

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall remain in full force and effect.
• Integration: 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/Modification: This Agreement may be amended or modified only by a written instrument signed by both parties.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
• Counterparts/Electronic Signatures: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed valid and binding.
• Further Assurances: Each party shall execute and deliver such further instruments and do such further acts as may be reasonably necessary to carry out the intent and purpose of this Agreement.

21. Acknowledgment

• The parties acknowledge that they have read and understand this Agreement and agree to be bound by its terms and conditions.

[Company Name]

By: [Name]

Title: [Title]

Date: [Date]

[Contractor Name]

By: [Name]

Title: [Title]

Date: [Date]

Optional Sections (Add as needed):

• Background Check: [Specify if required]
• Right to Inspect Work: [Specify]
• Ongoing Support or Transition Services: [Specify]
• Use of Client's Name or Logo: [Specify]
• Special Pennsylvania Requirements: [Specify]
• E-Verify Requirement: [Specify if required]