Pennsylvania IT independent contractor agreement template

Pennsylvania IT Independent Contractor Agreement

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

• [Client Legal Name], a [Client Business Entity Type] with its principal place of business at [Client Address] (hereinafter referred to as "Client"), and
• [Contractor Legal Name], a [Contractor Business Entity Type] with its principal place of business at [Contractor Address] (hereinafter referred to as "Contractor").

Description of Services

• Option A: Contractor agrees to provide the following IT services to Client: [Detailed Description of IT Services]. This includes, but is not limited to:
  • [List of Specific Deliverables, e.g., software modules, documentation]
  • [Technical Specifications]
  • [Coding Standards]
  • [Documentation Expectations]
  • [Timeline with Milestones]
  • [Regular Progress Reporting Formats]
  • [Project Management Tools to be Used]
  • [Client Review and Approval Procedures]
  • [Acceptance Criteria for Completion]
• Option B: Contractor agrees to provide IT services as detailed in Exhibit A, attached hereto and incorporated herein.

Work Location and Access

• Option A: The services shall be performed [On-site at Client Location].
  • Contractor shall adhere to Client's security protocols and policies while on-site.
• Option B: The services shall be performed [Remotely].
  • Contractor will be granted remote access to Client's systems as necessary to perform the services.
  • Contractor is responsible for maintaining a secure remote work environment.
• Option C: The services shall be performed [Hybrid - Partially On-site, Partially Remote].
  • The specific schedule for on-site work will be determined by [Client or Agreed-Upon Schedule].

Service Fees and Payment Terms

• Option A: Client shall pay Contractor at an hourly rate of [Hourly Rate]. Contractor will submit invoices to Client every [Invoice Frequency, e.g., bi-weekly, monthly].
  • Contractor is responsible for retaining and submitting accurate time records.
  • Invoices must be sent electronically to [Email Address for Invoices].
• Option B: Client shall pay Contractor a fixed project fee of [Fixed Project Fee] for the completion of the services.
  • Payment will be made in installments as follows: [Payment Schedule based on Milestones].
• Option C: Client shall pay Contractor [Daily Rate].
  • Contractor will submit invoices to Client every [Invoice Frequency, e.g., bi-weekly, monthly].
• All payments will be made within [Number] days of receipt of a valid invoice.
• Late payments shall be subject to a penalty of [Percentage]% per month, as permitted under Pennsylvania’s Prompt Payment Act.
• Contractor is solely responsible for all federal, Pennsylvania state, and local taxes, including but not limited to self-employment taxes and Pennsylvania state taxes, and shall not be treated as an employee for tax purposes. No income tax withholding will be conducted by the client.

Reimbursement of Expenses

• Option A: Client shall reimburse Contractor for pre-approved reasonable expenses incurred in the performance of the services, including [List of Reimbursable Expenses, e.g., travel, software licenses].
  • Contractor must submit receipts for all expenses.
  • Reimbursement is capped at [Dollar Amount] per [Time Period].
• Option B: No expenses will be reimbursed.

Independent Contractor Status

• Contractor is an independent contractor and not an employee, partner, agent, or joint venturer of Client.
• Client shall not control or direct the manner or means by which Contractor performs the services, but only the results thereof.
• Contractor is responsible for all insurance (including worker's compensation, if required) and benefits.
• Contractor is responsible for compliance with all Pennsylvania Department of Revenue requirements.

Indemnification and Liability

• Contractor shall indemnify and hold harmless Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Contractor's performance of the services, except to the extent caused by the gross negligence or willful misconduct of Client.
• Client shall not be liable for any indirect, incidental, special, consequential, or punitive damages arising out of or relating to this Agreement.
• Contractor shall maintain professional and cyber liability insurance with coverage limits of at least [Dollar Amount] per occurrence and [Dollar Amount] in the aggregate.
• Contractor shall provide Client with certificates of insurance evidencing such coverage.

Data Security and Confidentiality

• Contractor shall maintain the confidentiality of all Client information and data.
• Contractor shall comply with all applicable data privacy laws, including the Pennsylvania Breach of Personal Information Notification Act, HIPAA (if applicable), and GLBA (if applicable).
• Contractor shall implement and maintain reasonable security measures to protect Client data, including strong encryption and access controls.
• Upon termination of this Agreement, Contractor shall securely destroy or return all Client data.
• Contractor shall not share Client data with any third parties without Client's prior written consent.
• Contractor is responsible to notify Client promptly upon discovery of any data breach or security incident.

Intellectual Property

• Option A: All work product, software, code, databases, deliverables, inventions, and related documentation created by Contractor in connection with the services shall be owned exclusively by Client.
  • Contractor hereby assigns to Client all right, title, and interest in and to such intellectual property.
  • Contractor shall sign any further assignments requested by Client to effectuate this provision.
• Option B: Contractor retains ownership of pre-existing intellectual property. Client is granted a [Type of License, e.g., perpetual, non-exclusive] license to use the deliverables.
• Contractor shall disclose to Client any use of open source software in the deliverables.
• This section is governed by the Pennsylvania Uniform Trade Secrets Act, where applicable.

Non-Solicitation and Non-Competition

• During the term of this Agreement and for a period of [Number] months following termination, Contractor shall not solicit or attempt to solicit any employee or client of Client.
• During the term of this Agreement and for a period of [Number] months following termination, within [Geographic Area, e.g., Pennsylvania, specific counties], Contractor shall not engage in any business that is directly competitive with Client's business.
• Contractor shall not disparage Client or its employees.

Subcontracting

• Option A: Contractor shall not subcontract any of the services without the prior written consent of Client.
  • Any permitted subcontractors shall be subject to background checks and other vetting procedures as required by Client.
• Option B: Contractor may subcontract portions of the services, but remains fully responsible for the performance of all subcontractors.

Change Orders

• Any changes to the scope of services, pricing, or timeline must be documented in a written change order signed by both parties.
• Client and Contractor will make good faith efforts to mutually agree on all change orders.

Warranties

• Client warrants that it has the legal authority to enter into this Agreement.
• Contractor warrants that it has the necessary skills, experience, and resources to perform the services.
• Contractor warrants that the services will be performed in a professional and workmanlike manner.
• Contractor warrants compliance with all applicable Pennsylvania licensing or business registration obligations.
• Contractor warrants there are no conflicting agreements prohibiting it from providing services.

Dispute Resolution

• Any disputes arising out of or relating to this Agreement shall be resolved through negotiation and good-faith mediation before resorting to litigation or binding arbitration.
• This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles.
• The venue for any legal action shall be in [Specific Pennsylvania County Court] or the United States District Court for the [District] District of Pennsylvania.

Termination

• This Agreement shall terminate on [Date].
• Either party may terminate this Agreement for convenience upon [Number] days written notice to the other party.
• Client may terminate this Agreement immediately for cause, including material breach, non-performance, or violation of law by Contractor.
• Upon termination, Contractor shall deliver to Client all work product and materials created in connection with the services.
• Upon termination, Client shall pay Contractor for all services performed up to the date of termination.

Compliance with Laws

• Contractor shall comply with all applicable federal, Pennsylvania state, and local laws and regulations.
• Contractor shall comply with industry-specific cybersecurity or technology regulations.
• Contractor shall comply with any client-specific security certifications or compliance standards (e.g., PCI-DSS, SOC 2, NIST) if required.

Business Continuity and Disaster Recovery

• Contractor shall maintain appropriate backups of all work product and data.
• Contractor shall have a business continuity plan in place to ensure continued service in the event of a disruption.

Retention of Records and Audit Rights

• Contractor shall retain records of services performed and payments received for a period of [Number] years.
• Client shall have the right to audit Contractor's records to verify compliance with this Agreement.

Assignment

• This Agreement may not be assigned or transferred by Contractor without the prior written consent of Client.

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, or sent by electronic mail to the addresses set forth above.
• Notice email to Client: [Client Email Address]
• Notice email to Contractor: [Contractor Email Address]

Entire Agreement

• This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written, relating to the subject matter hereof.
• This Agreement may be amended only by a written instrument signed by both parties.

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

____________________________
[Client Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Title]

____________________________
[Contractor Legal Name]

By: [Contractor Authorized Representative Name]

Title: [Contractor Title]