Rhode Island IT independent contractor agreement template

Rhode Island IT Independent Contractor Agreement

This Rhode Island IT Independent Contractor Agreement (the “Agreement”) is made and entered into as of this [Date] by and between [Client Name], located at [Client Business Address] ("Client") and [Contractor Name], located at [Contractor Business Address] ("Contractor").

Client's Contact Information: Email: [Client Email], Phone: [Client Phone]
Contractor's Contact Information: Email: [Contractor Email], Phone: [Contractor Phone]

1. Statement of Work

* Option A: Contractor shall provide the following IT services: [Detailed description of IT services, e.g., software development, system administration, network configuration, cybersecurity consulting, technical support, website development, IT project management, or data migration].

* Option B: The specific IT services to be provided are detailed in the attached Statement of Work (Exhibit A), which is incorporated herein by reference.

* Deliverables: [List of deliverables, e.g., Software, documentation, reports].

* Functional Specifications: [Detailed functional specifications].

* Performance Criteria: [Performance metrics and standards].

* Quality Standards: [Quality assurance procedures].

* Acceptance Procedures: [Acceptance criteria and process].

* Intermediate Milestones: [List of key milestones with deadlines].

* Project Schedule: [Detailed project timeline].

* Required Documentation: [List of required documentation].

2. Service Delivery Method and Worksite

* Option A: Services shall be provided remotely.

* Option B: Services shall be provided on-site at [Client Location Address].

* Option C: Services shall be provided using a hybrid approach, combining remote and on-site work as needed.

* Access Requirements: [Specify any access requirements, e.g., security clearances, badges].

* Remote Access Protocols: [Specify remote access protocols, e.g., VPN, multi-factor authentication].

* Use of Client Equipment: [Specify if contractor will use client equipment].

* Secure Connection Mandates: [Specify any secure connection mandates].

3. Service Hours and Availability

* Option A: Contractor shall provide services during the following hours: [Specific service hours].

* Option B: Contractor will provide services on a mutually agreed-upon schedule.

* Response Time for Support/Issue Resolution: [Specify response time for support requests].

* On-Call Provisions: [Specify any on-call requirements].

4. Fees and Payment

* Option A: Contractor shall be compensated at an hourly rate of [Hourly Rate].

* Option B: Contractor shall be compensated per project milestone as detailed in Exhibit B.

* Option C: Contractor shall be compensated on a retainer basis of [Retainer Amount] per [Time Period].

* Option D: Contractor shall be compensated a flat fee of [Flat Fee] for the entire project.

* Rate Sheet: A detailed rate sheet is attached as Exhibit B.

* Expected Payment Amounts: [List expected payment amounts].

* Due Dates: [Specify payment due dates].

* Required Documentation: [Specify required documentation, e.g., timesheets, progress reports].

5. Invoicing Procedures

* Option A: Contractor shall submit invoices electronically to [Client Email for Invoices].

* Option B: Contractor shall submit invoices in hard copy to [Client Address for Invoices].

* Acceptable Invoice Format: [Specify acceptable invoice format].

* Submission Deadlines: [Specify invoice submission deadlines].

* Payment Terms: Net [Number] days from the date of invoice.

6. Taxes

* Contractor is responsible for all applicable Rhode Island state taxes, use taxes, and self-employment tax obligations.

* Contractor shall provide Client with a completed IRS Form W-9.

* No income or payroll tax will be withheld by Client. Contractor understands they must follow Rhode Island Division of Taxation guidelines for independent contractors.

7. Late Payment

* Any invoice not paid within the agreed-upon payment terms shall accrue interest at a rate of [Interest Rate]% per annum, up to the maximum permitted by Rhode Island law (currently, unless otherwise agreed, 12% per annum).

8. Intellectual Property Ownership

* Option A: All deliverables, source code, data, and related documentation created under this Agreement shall become the exclusive property of Client upon full and final payment.

* Option B: Contractor retains ownership of pre-existing IP. Client is granted a non-exclusive license to use the deliverables.

* License Back to Contractor: [Specify scope of any license back to Contractor for reusable tools or code snippets].

9. Confidentiality

* Contractor shall maintain strict confidentiality of Client information, business data, protected health information, and trade secrets.

* Cybersecurity Obligations: [Specify cybersecurity obligations].

* Data Breach Notification Procedures: Contractor must comply with Rhode Island’s Identity Theft Protection Act regarding data breach notification procedures.

* Required Security Measures: [Specify required technical and organizational security measures].

10. Non-Solicitation (and Non-Compete)

* Option A: Contractor shall not solicit Client's employees or customers during and for [Duration] after the termination of this Agreement.

* Option B: (Non-compete, if enforceable under RI law) Contractor shall not engage in any business that directly competes with Client’s business within [Geographic Area] for a period of [Duration] after the termination of this agreement.

*Note: Under Rhode Island law, non-compete agreements are strictly scrutinized and may not be fully enforceable depending on scope and reasonableness.*

11. Independent Contractor Status

* Contractor is an independent contractor and not an employee, agent, or partner of Client.

* Contractor is not entitled to any benefits provided by Client to its employees.

* Contractor is responsible for providing their own insurance (business liability, professional/tech E&O, cyber insurance if appropriate), licenses, certifications, equipment, and tools.

* Contractor is responsible for all state and municipal business registrations or filings.

* Contractor shall comply with Rhode Island General Laws Chapter 28-29 (Workers’ Compensation exclusion certificate when relevant).

* Contractor meets the independent contractor test under Rhode Island Division of Labor and Training.

12. Liability and Indemnification

* Contractor shall be liable for any data loss, breach of system integrity, software malfunction, infringement of intellectual property, violation of applicable laws or regulations, or failure to meet stated technical standards.

* Insurance: Contractor shall maintain [Type of Insurance] insurance with coverage of at least [Coverage Amount].

* Contractor shall provide Client with a certificate of insurance.

* Indemnification: Contractor shall indemnify Client against any third-party claims or damages arising from Contractor's services.

13. Dispute Resolution

* Option A: Any disputes shall be resolved through informal negotiation, then mediation, and if unresolved, through binding arbitration in Providence County, Rhode Island.

* Option B: Any disputes shall be resolved through informal negotiation, then mediation, and if unresolved, through litigation in Providence County, Rhode Island.

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

14. Term and Termination

* Term: This Agreement shall commence on [Start Date] and shall continue until [End Date] or until the completion of the project as defined in the Statement of Work.

* Early Termination: Either party may terminate this Agreement with [Number] days written notice.

* Immediate Termination: Client may terminate this Agreement immediately for breach of contract or material non-performance.

* Rights and Obligations Upon Termination: Upon termination, Contractor shall be paid for all completed work, return all Client materials, transmit all access credentials, and deliver all work product.

15. Force Majeure

* Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by events beyond its reasonable control, including but not limited to cyberattacks, cloud provider failures, or natural disasters.

16. Compliance with Laws and Regulations

* Contractor shall comply with all applicable Rhode Island and federal laws and IT industry regulations, including export control laws, state record retention rules, sector-specific compliance (FERPA, HIPAA, GLBA as applicable), and any state-mandated cyber and data privacy standards.

17. Amendments

* Any amendments or modifications to this Agreement must be in writing and signed by both parties.

18. Entire Agreement

* This Agreement, together with any incorporated statements of work or addenda, constitutes the entire agreement between the parties and supersedes any prior understandings.

19. Severability

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

20. Waiver

* Any failure by either party to enforce any provision of this Agreement shall not constitute a waiver of any other provision or of the right to enforce such provision in the future.

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

_______________________________
[Client Name]
[Client Title, if applicable]
Date: [Date]

_______________________________
[Contractor Name]
[Contractor Title, if applicable]
Date: [Date]