South Carolina IT independent contractor agreement template

South Carolina IT Independent Contractor Agreement

This South Carolina IT Independent Contractor Agreement ("Agreement") is made and effective as of [Date], by and between:

[Client Legal Name], located at [Client Address], a [Client Entity Type, e.g., LLC] organized in South Carolina ("Client")

and

[Contractor Legal Name], located at [Contractor Address], a [Contractor Entity Type, e.g., Sole Proprietorship, LLC] organized in [State of Formation] ("Contractor"). If applicable, Contractor's South Carolina business registration number is [SC Business Registration Number].

1. Scope of Services

Option A: The Contractor shall provide the following IT services to the Client as described in Exhibit A, attached hereto and incorporated by reference: [Specific Description of IT Services, e.g., developing a custom e-commerce platform using React and Node.js]. This includes, but is not limited to, [List of Deliverables, e.g., source code, documentation, test plans].

Option B: The Contractor shall provide IT services as requested by the Client from time to time, subject to mutually agreed-upon statements of work ("SOWs"). Each SOW shall be attached hereto as Exhibit A and incorporated by reference. Each SOW will detail specific services, deliverables, timelines, and compensation.

[Detailed Deliverables, Quality Standards, Technology Stacks]: The Contractor will utilize [Technology Stack, e.g., AWS, Python, SQL] and adhere to industry best practices. Deliverables will meet the following acceptance criteria: [Acceptance Criteria, e.g., 99.99% uptime, successful completion of user acceptance testing]. All work will be documented according to [Documentation Standards, e.g., Client's documentation template].

2. Project Timeline and Milestones

Option A: The project shall commence on [Start Date] and is estimated to be completed by [End Date].

Option B: The project timeline and milestones shall be as outlined in Exhibit B, attached hereto and incorporated by reference.

[Project Phases, Milestones, Timelines, Task Dependencies]: Key milestones include [Milestone 1, e.g., Completion of design phase] by [Date], [Milestone 2, e.g., Completion of development phase] by [Date], and [Milestone 3, e.g., Launch of the application] by [Date]. A reporting structure will be established with updates provided [Update Frequency, e.g., weekly]. Escalation pathways are as follows: [Escalation Procedures, e.g., Contractor Project Manager to Client Project Manager to Client Executive].

3. Work Location

Option A: The Contractor shall perform services remotely.

Option B: The Contractor shall perform services on-site at the Client's premises located at [Client Address].

Option C: The Contractor shall perform services in a hybrid arrangement, with [Percentage]% of work performed remotely and [Percentage]% performed on-site.

[On-site Security, Facility Access]: When on-site, the Contractor will comply with all Client security protocols and facility access procedures as outlined in [Reference Document, e.g., Client's Security Handbook].

4. Compensation and Payment

Option A: The Client shall pay the Contractor an hourly rate of [Hourly Rate] per hour.

Option B: The Client shall pay the Contractor a project-based fee of [Project Fee] for the completion of the services outlined in Section 1.

Option C: The Client shall pay the Contractor a retainer fee of [Retainer Fee] per [Time Period, e.g., month], which covers up to [Number] hours of service. Additional hours will be billed at [Hourly Rate] per hour.

[Payment Milestones, Deadlines, Payment Methods]: Invoices will be submitted [Invoice Frequency, e.g., monthly] and are due within [Number] days of receipt. Payment methods accepted are [Payment Methods, e.g., check, wire transfer]. All invoices must include [Required Documentation, e.g., time sheets, task descriptions]. The Contractor is responsible for all applicable taxes, including self-employment taxes, and the Client will issue a Form 1099-NEC to the Contractor at the end of the year. The Contractor acknowledges they may be required to register as an independent contractor with the South Carolina Department of Revenue. Late payments will accrue interest at a rate of [Interest Rate]% per month.

5. Intellectual Property and Data Ownership

Option A: All software, code, documentation, and digital assets created by the Contractor specifically for this project shall be the sole property of the Client upon payment.

Option B: The Contractor shall retain ownership of all pre-existing technologies, libraries, and templates used in the project. The Client shall be granted a [License Type, e.g., perpetual, non-exclusive] license to use such technologies as part of the deliverables.

[Licensing, Open-Source Usage Disclosures]: Any open-source software incorporated into the deliverables will be disclosed, and the applicable open-source licenses will be provided to the Client. The Contractor will provide all necessary assignment documentation to transfer ownership of the deliverables to the Client.

6. Confidentiality and Data Privacy

The Contractor shall maintain strict confidentiality regarding all Client information, including but not limited to trade secrets, customer data, and financial information.

[Data Protection Standards, Access Controls, Encryption Requirements]: The Contractor shall comply with all applicable South Carolina data protection standards and industry-specific regulations, including [Specific Regulations, e.g., PII, HIPAA, GLBA]. The Contractor will implement appropriate access controls and encryption measures to protect Client data. The Contractor is liable for breaches as defined by applicable South Carolina statutes.

7. Independent Contractor Status

The parties agree that the Contractor is an independent contractor and not an employee, agent, or partner of the Client. Nothing in this Agreement shall be construed as creating an employer-employee relationship.

[Business License Maintenance, Tax Obligations, Benefits Waiver]: The Contractor is solely responsible for maintaining all required business licenses, paying all applicable taxes, including self-employment taxes, social security, unemployment, and workers' compensation. The Contractor is not entitled to any employee benefits provided by the Client.

8. Insurance

The Contractor shall maintain general liability insurance with a minimum coverage of [Coverage Amount].

Option A: The Contractor shall also maintain professional liability (E&O/cyber liability) insurance with a minimum coverage of [Coverage Amount].

Option B: Professional liability (E&O/cyber liability) insurance is not required.

[South Carolina-Licensed Carriers, Proof of Insurance, Notification Requirements]: The Contractor shall provide the Client with proof of insurance from a South Carolina-licensed carrier and shall notify the Client of any policy changes or lapses.

9. Limitation of Liability and Indemnification

The Contractor shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with the Contractor's performance of services under this Agreement, including but not limited to code errors, service delays, data breaches, or infringement claims.

Each party's liability to the other shall be limited to direct damages, except in cases of gross negligence or willful misconduct.

10. Termination

Option A: This Agreement may be terminated by either party upon [Number] days written notice.

Option B: This Agreement may be terminated by the Client immediately for cause, including but not limited to breach of contract, gross negligence, or violation of confidentiality.

[Final Payment and Deliverable Transfer Obligations, Post-Termination Data Return]: Upon termination, the Contractor shall deliver all completed deliverables to the Client and shall return all Client data in a secure manner. The Client shall pay the Contractor for all services performed up to the date of termination. Continued confidentiality obligations survive termination.

11. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved through direct negotiation between the parties. If the parties are unable to resolve the dispute through negotiation, they shall attempt to resolve the dispute through mediation in [County Name, South Carolina].

If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in [County Name, South Carolina], administered by [Arbitration Service Provider, e.g., American Arbitration Association]. The prevailing party shall be entitled to recover its reasonable attorneys' fees and costs. This agreement is governed by and construed in accordance with the laws of the State of South Carolina.

12. Compliance with Laws

The Contractor shall comply with all applicable federal, state, and local laws and regulations, including but not limited to software export restrictions, the South Carolina Computer Crime Act, and any industry-specific regulations such as HIPAA, GLBA, or FERPA.

[Reference to South Carolina-Specific Business Licensing, Maintenance of Good Standing, and Tax Compliance Obligations]: The Contractor affirms that it is properly licensed and registered to conduct business in South Carolina and shall maintain its good standing and tax compliance.

13. Subcontracting

The Contractor shall not subcontract any portion of the services without the prior written consent of the Client.

[South Carolina-Compliant Written Agreements with Subcontractors]: Any subcontractors engaged by the Contractor shall be bound by the same obligations as the Contractor under this Agreement.

14. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, cyber-attacks, power grid outages, or other events of force majeure.

15. Non-Solicitation

The Contractor shall not solicit the Client's employees, clients, or vendors for a period of [Number] years following the termination of this Agreement.

16. 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 accepted as original signatures.

17. 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. No modification or amendment to this Agreement shall be effective unless in writing and 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 Name]

Title: [Client Title]

____________________________

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title]