Rhode Island independent contractor agreement template

Rhode Island Independent Contractor Agreement

This Independent Contractor Agreement (the "Agreement") is made and entered into as of this [Date], by and between [Client Legal Name], with its principal place of business at [Client Address] (“Client”), and [Contractor Legal Name], with its principal place of business at [Contractor Address] (“Contractor”).

1. Services

The Contractor agrees to perform the following services (the "Services"): [Description of Services].

Option A: Specific tasks and deliverables are outlined in [Exhibit A], attached hereto and incorporated by reference.

Option B: Project milestones are: [List Milestones].

Option C: Deadlines are: [List Deadlines].

The Services shall be performed:

Option A: On-site at [Location].

Option B: Remotely.

Option C: A combination of on-site and remote, as determined by [Client/Mutual Agreement].

2. Independent Contractor Status

The Contractor is an independent contractor, and nothing in this Agreement shall be construed to create an employment, agency, partnership, or joint venture relationship between the Client and the Contractor.

Option A: The Contractor is solely responsible for all federal, state, and local taxes, Social Security, Medicare, unemployment insurance, and any other applicable taxes or contributions related to the Services.

Option B: The Contractor is not entitled to any employee benefits, including but not limited to health insurance, vacation, or retirement plans.

3. Compensation

The Client shall compensate the Contractor as follows:

Option A: A flat fee of [Dollar Amount] for the completion of the Services.

Option B: An hourly rate of [Dollar Amount] per hour.

Option C: Project-based payments as detailed in [Exhibit B], attached hereto and incorporated by reference.

Payment Schedule: [Payment Schedule].

Method of Payment: [Method of Payment, e.g., Check, Wire Transfer].

Reimbursement of Expenses (If Applicable):

Option A: The Contractor shall be reimbursed for reasonable pre-approved expenses, subject to documentation and Client approval.

Option B: No expenses will be reimbursed.

Invoice Submission and Approval: [Process for Invoice Submission and Approval].

4. Taxes

The Contractor is solely responsible for the withholding and payment of all applicable federal, state, and local taxes, including but not limited to income tax, Social Security, and Medicare taxes.

Option A: The Contractor shall indemnify and hold the Client harmless from any claims, penalties, or fines arising from the misclassification of the Contractor as an independent contractor or the failure to pay applicable taxes.

5. Insurance (Optional)

Option A: The Contractor shall maintain general liability insurance with a minimum coverage of [Dollar Amount]. The contractor will name the client as an additional insured under the policy.

Option B: The Contractor shall maintain professional indemnity insurance with a minimum coverage of [Dollar Amount].

Option C: The contractor shall provide proof of insurance to the Client upon request.

Option D: No insurance is required.

6. Intellectual Property

Option A: All work product created by the Contractor in connection with the Services shall be considered "work made for hire" and shall be owned exclusively by the Client.

Option B: The Contractor hereby assigns to the Client all right, title, and interest in and to any inventions, discoveries, or improvements conceived or made by the Contractor in connection with the Services.

Option C: Any intellectual property created prior to this agreement remains the property of the original owner.

7. Confidentiality

The Contractor agrees to hold all confidential and proprietary information of the Client in strict confidence and not to disclose such information to any third party.

Option A: The definition of confidential information includes, but is not limited to: [List Examples].

Option B: This obligation of confidentiality shall survive the termination of this Agreement.

8. Non-Solicitation/Non-Competition (Optional - Review Rhode Island Law)

Option A: The Contractor agrees not to solicit the Client’s employees or customers during the term of this Agreement and for a period of [Number] months/years following termination.

Option B: The Contractor agrees not to engage in any business that competes with the Client’s business during the term of this Agreement and for a period of [Number] months/years following termination, within a radius of [Number] miles from [Location].

Note: Non-competition agreements are subject to limitations under Rhode Island law. Consult with legal counsel to ensure enforceability.

Option C: These clauses do not apply.

9. Term and Termination

Term:

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 the completion of the Services.

Option C: This Agreement shall continue until terminated as provided herein.

Termination:

Option A: Either party may terminate this Agreement for any reason upon [Number] days written notice to the other party.

Option B: The Client may terminate this Agreement immediately for cause, including but not limited to the Contractor’s breach of this Agreement, misconduct, or illegal activities.

Option C: Upon termination, the Contractor shall be entitled to payment for all Services satisfactorily performed up to the date of termination.

Option D: All work product shall be returned to the Client immediately upon termination.

10. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

Option A: The parties shall first attempt to resolve the dispute through good-faith negotiation.

Option B: If negotiation fails, the parties agree to submit the dispute to mediation.

Option C: If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.

Option D: The parties consent to the exclusive jurisdiction of the state and federal courts located in [County Name], Rhode Island for any legal action arising out of or relating to this Agreement.

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

11. Representations and Warranties

The Contractor represents and warrants that:

The Contractor possesses the necessary qualifications, skills, and experience to perform the Services.

The Contractor is properly licensed and authorized to perform the Services in Rhode Island, if applicable.

The Contractor’s performance of the Services will not infringe on the rights of any third party.

12. Compliance with Laws

The Contractor shall comply with all applicable federal, state (including Rhode Island-specific requirements), and local laws and regulations in performing the Services. This includes but is not limited to anti-discrimination laws, workers’ compensation laws (if applicable), and IRS/DOL guidelines for independent contractor classification. Rhode Island ABC test is a factor in determining proper classification.

13. Indemnification and Limitation of Liability

The Contractor shall indemnify and hold the Client harmless from any claims, losses, damages, liabilities, or expenses arising out of the Contractor’s performance of the Services or breach of this Agreement.

Option A: The Client's liability shall be limited to the amount paid to the Contractor.

Option B: Neither party will be liable for consequential, indirect, or special damages.

14. Insurance Requirements (If Applicable)

Option A: The Contractor shall maintain general liability insurance with a minimum coverage of [Dollar Amount].

Option B: The Contractor shall maintain professional liability insurance with a minimum coverage of [Dollar Amount].

Option C: If the Contractor has employees, the Contractor shall maintain workers' compensation insurance as required by Rhode Island law.

15. Assignment and Delegation

Option A: The Contractor may not assign this Agreement or delegate its obligations hereunder without the prior written consent of the Client.

Option B: The Contractor may subcontract some tasks with written notice to the Client.

16. Business Registration, Permits, and Licensing

The Contractor is responsible for obtaining and maintaining all required business registrations, permits, and licenses necessary to perform the Services in Rhode Island. *Note: Rhode Island has specific regulations regarding business registration; Contractor must ensure compliance.*

17. Amendments, Waiver, and Severability

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

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

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

18. Entire Agreement

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.

19. Additional Provisions (Optional)

Option A: Conflict of Interest: [Specify Requirements].

Option B: Background Check: [Specify Requirements].

Option C: Data Security: [Specify Requirements].

20. Rhode Island-Specific Notices/Addenda (Optional)

Option A: Rhode Island Department of Labor and Training Notice: The Contractor acknowledges notice of their right to file complaints with the Rhode Island Department of Labor and Training regarding labor law violations.

Option B: IRS Form 1099: The Contractor acknowledges that the Client may be required to file an IRS Form 1099-NEC reporting payments made to the Contractor under this Agreement.

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]