South Dakota independent contractor agreement template

South Dakota Independent Contractor Agreement

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

• [Client Name], residing/with a principal place of business at [Client Address] (hereinafter referred to as “Client”),

and

• [Contractor Name], residing/with a principal place of business at [Contractor Address] (hereinafter referred to as “Contractor”).

1. Scope of Work

• The Contractor shall perform the following services for the Client: [Description of Services].
• The Contractor shall deliver the following deliverables: [List of Deliverables].
• Option A: The Contractor shall achieve the following results: [Expected Results].
• Option B: The Contractor shall meet the following milestones and timelines: [Milestones and Timelines].
• Option A: The work will be project-based.
• Option B: The work will be ongoing.
• Option C: The work will be for a fixed period from [Start Date] to [End Date].

2. Contractor Status

• The Client and the Contractor agree that the Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of the Client. The Contractor shall have sole control over the manner, method, and means of performing the services.
• The Contractor is not entitled to any employee benefits, including but not limited to health insurance, retirement plans, paid time off, or workers' compensation.
• Option A: The Client and Contractor acknowledge that this relationship is governed by South Dakota law and that worker misclassification is prohibited. The parties have considered factors such as the right to control, engagement in an independently established trade/business, ability to realize a profit/loss, furnishing tools/materials.
• Option B: The Client and Contractor acknowledge the independent contractor status and intend to comply with all applicable IRS regulations regarding independent contractors.

3. Place of Performance

• Option A: The work will be performed primarily onsite at [Location].
• Option B: The work will be performed remotely.
• Option C: The work will be performed in a hybrid arrangement.

4. Tools, Materials, and Expenses

• The Contractor is responsible for providing all tools, materials, and resources necessary to perform the services, except as explicitly provided below.
• Option A: The Client will provide the following materials: [List of Materials].
• Option B: The Client will reimburse the Contractor for pre-approved expenses, subject to the Client's expense policy.

5. Compensation

• Option A: The Contractor shall be compensated at a rate of [Amount] per hour.
• Option B: The Contractor shall be paid a flat fee of [Amount] for the completion of the services.
• Option C: The Contractor shall be paid according to the following milestone schedule: [Milestone Payment Schedule].
• Payments will be made [Frequency of Payments, e.g., bi-weekly, monthly, upon completion].
• Payment shall be made via [Method of Payment, e.g., check, ACH, wire transfer].
• Option A: A late payment fee of [Amount or Percentage] will be assessed for payments exceeding [Number] days past due.
• Option B: (No late payment fee)

6. Taxes

• The Contractor is solely responsible for the payment of all applicable federal, state, and local income taxes, self-employment taxes, and FICA taxes. The Client will not withhold or pay any employment taxes on behalf of the Contractor.
• The Client will issue an IRS Form 1099 to the Contractor if required by law.
• Note: South Dakota has no state income tax.

7. Term and Termination

• 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 terminated as provided herein.
• Option A: This agreement will automatically renew for subsequent terms of [Duration] unless either party provides written notice of termination at least [Number] days/weeks prior to the end of the then-current term.
• Option B: This agreement will not automatically renew.
• Either party may terminate this Agreement upon [Number] days/weeks written notice to the other party.
• Option A: The Client may terminate this Agreement immediately for cause. Cause includes, but is not limited to, breach of this Agreement, violation of applicable laws, or gross negligence.
• Option B: If the Client terminates the agreement without cause, the Client shall pay [Amount or Description of Termination Fee] to the Contractor.

8. Intellectual Property

• Option A: All work product created by the Contractor for the Client under this Agreement shall be considered a 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 all intellectual property created by the Contractor for the Client under this Agreement, including without limitation, inventions, copyrights, and patents.

9. Confidentiality

• The Contractor agrees to hold confidential all Confidential Information of the Client, whether disclosed before, on, or after the date of this Agreement.
• Confidential Information includes, but is not limited to, [Definition of Confidential Information].
• The Contractor's confidentiality obligations shall continue [Duration, e.g., indefinitely, for a period of X years] after the termination of this Agreement.

10. Record Keeping and Inspection

• Option A: The Client shall have the right to review the Contractor's records relating to the performance of services under this Agreement.
• Option B: The Contractor shall maintain documentation sufficient to verify compliance with the terms of this agreement.

11. Non-Solicitation

During the term of this Agreement and for a period of [Number] months after termination, the Contractor shall not solicit the Client’s employees or customers.

12. Non-Competition (Consult with Legal Counsel on Enforceability Under South Dakota Law)

• During the term of this Agreement and for a period of [Number] months after termination, within a geographic area of [Geographic Area], the Contractor shall not engage in any business that competes with the business of the Client.
• This non-compete clause is intended to comply with South Dakota Codified Laws and shall be enforced only to the extent permitted by law, considering reasonable scope, duration, and geographic limitations.

13. Deliverable Acceptance

• The Client shall have [Number] days to review and approve deliverables submitted by the Contractor.
• The Client shall notify the Contractor of any deficiencies in the deliverables.
• The Contractor shall correct any deficiencies within [Number] days of notification.

14. Expenses and Reimbursements

The Contractor is responsible for all business expenses incurred in connection with the performance of services under this Agreement, except as otherwise agreed to in writing by the Client.

15. Insurance

• Option A: The Contractor shall maintain business liability insurance in the amount of [Amount].
• Option B: The Contractor is not required to maintain any insurance.
• The Contractor shall indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or related to the Contractor’s negligence or breach of this Agreement.

16. Assignment and Subcontracting

• Option A: The Contractor may not assign or subcontract any of its duties or obligations under this Agreement without the prior written consent of the Client.
• Option B: The Contractor may assign or subcontract any of its duties or obligations under this Agreement.

17. Representations and Warranties

• Each party represents and warrants that it has the full power and authority to enter into this Agreement.
• The Contractor represents and warrants that it has the necessary skills, experience, and qualifications to perform the services under this Agreement.
• The Contractor represents and warrants that its performance of the services will comply with all applicable laws and regulations.

18. Compliance with Laws

• The Contractor shall comply with all applicable federal, state, and local laws and regulations, including those specific to South Dakota.
• If the work involves licensed trades (e.g., construction), the Contractor agrees to comply with all South Dakota-specific licensing and bonding requirements.

19. Governing Law and Jurisdiction

• This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota.
• Any legal action or proceeding arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County], South Dakota.
• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in South Dakota before resorting to litigation.
• Option B: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in South Dakota.
• Option C: The parties agree to waive their right to a jury trial.

20. Severability

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

21. Entire Agreement and Amendment

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.

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

22. 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 email to the addresses set forth above.

23. Licenses and Insurance

The Contractor shall maintain all necessary business licenses and insurance required by South Dakota law to perform the services under this Agreement.

24. Data Security/Privacy (Optional)

(Include clauses regarding data security and privacy obligations if the Contractor will be handling sensitive information or personal data.)

25. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by an event beyond its reasonable control, including but not limited to acts of God, war, terrorism, or natural disasters.

26. Lack of Benefits

The Contractor acknowledges and agrees that they are not entitled to any employee benefits from the Client, including, but not limited to, health insurance, retirement plans, paid time off, or workers' compensation.

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

[Client Name]

By: [Client Representative Name]

Title: [Client Representative Title]

Date: [Date]

[Contractor Name]

By: [Contractor Representative Name]

Title: [Contractor Representative Title]

Date: [Date]

Exhibit A: [Schedule of Services, Deliverables, and Payment Details] (Optional)