South Dakota IT independent contractor agreement template

South Dakota IT Independent Contractor Agreement

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

[Client Name], located at [Client Address], hereinafter referred to as "Client," and

[Contractor Name], located at [Contractor Address], hereinafter referred to as "Contractor."

1. Services

The Contractor agrees to provide the following IT services to the Client:

• Option A: [Describe in detail the specific IT services to be provided. Be specific. E.g., Software development using Java and Spring framework, including unit testing and documentation.]
• Option B: [Describe alternative IT services, e.g., Network setup and maintenance, including firewall configuration, router management, and security updates.]
• Option C: [Describe managed services to be provided to the client]

Deliverables:

• List 1: [List all deliverables to be provided.]
• List 2: [List all project milestones, timelines, and acceptance criteria.]
• List 3: [List reporting obligations, update frequency, testing and quality assurance protocols, and approval processes.]

2. Work Location

• Option A: The primary work location shall be [Address].
• Option B: The Contractor will perform services remotely.
• Option C: The Contractor will work remotely with occasional on-site visits as requested by the Client. [Specify frequency of on-site visits and any requirements].
  • Client Premises Access: [Detail any specific requirements for access to client premises.]

3. Equipment and Resources

The following IT equipment and resources shall be provided as follows:

• Client-Provided: [List equipment and resources provided by the Client, e.g., Laptop, Software licenses, Network access.]
• Contractor-Provided: [List equipment and resources provided by the Contractor, e.g., Development tools, Testing environments.]

4. Compensation

• Option A: Fixed Price: The Client shall pay the Contractor a fixed price of [Dollar Amount] for the completion of the Services.
  • Payment Schedule: [Specify payment schedule, e.g., 50% upon commencement, 50% upon completion.]
• Option B: Hourly Rate: The Client shall pay the Contractor at an hourly rate of [Dollar Amount] per hour.
  • Billing Frequency: [Specify billing frequency, e.g., Bi-weekly, Monthly.]
• Option C: Milestone-Based: The Client shall pay the Contractor according to the following milestones:
  • Milestone 1: [Description] - [Dollar Amount]
  • Milestone 2: [Description] - [Dollar Amount]

Invoicing: [Specify invoicing format and deadlines for payment].

South Dakota Sales/Use Tax: [State whether sales/use tax applies or if an exemption is claimed.]

Late Payment Penalty: [Specify late payment penalties and interest in accordance with South Dakota law.]

5. Intellectual Property

• Option A: Client Ownership: All intellectual property rights in the deliverables shall be owned by the Client. The Contractor hereby assigns all rights, title, and interest in and to the deliverables to the Client.
• Option B: Contractor Ownership: The Contractor shall retain ownership of all intellectual property rights in the deliverables. The Client shall have a non-exclusive, perpetual license to use the deliverables.
• Option C: Joint Ownership: Intellectual property rights shall be jointly owned by Client and Contractor. [Specify details of joint ownership].

Open-Source Components: [Identify any open-source components used in the deliverables and their respective licenses.]

6. Confidentiality and Data Privacy

The Contractor shall maintain the confidentiality of all Client information.

Compliance with South Dakota Data Breach and Privacy Laws: [Specify adherence to South Dakota data breach and privacy laws].

Compliance with Federal Data Regulations: [Specify compliance with federal data regulations such as HIPAA or GLBA, if relevant].

Data Security: [Specify requirements for encryption, secure data handling, incident notification, and destruction or transfer of data at contract termination or completion].

7. Independent Contractor Relationship

The parties agree that the Contractor is an independent contractor and not an employee of the Client.

South Dakota-Compliant Acknowledgment: The Contractor acknowledges that they are responsible for all federal and state income tax, self-employment tax, Social Security, and Medicare obligations. The Contractor is not entitled to any employee benefits from the Client.

Compliance with South Dakota Department of Labor and Regulation rules: [Confirm contractor understands they must comply with South Dakota Department of Labor and Regulation rules].

8. Licenses and Insurance

The Contractor shall obtain and maintain all necessary business licenses, professional certifications, liability insurance, and professional indemnity insurance required to perform the services in South Dakota.

Insurance Coverage: [Specify required insurance coverage types and amounts].

9. Representations and Warranties

Contractor warrants that they have the necessary skills and experience to perform the services.

Client warrants that they have the authority to enter into this Agreement.

10. Indemnification

The Contractor shall indemnify and hold harmless the Client from any claims arising out of the Contractor's performance of the services, including claims related to third-party IP infringement, system failures, data loss, and security incidents.

Limits on Liability: [Specify limits on liability for consequential or indirect damages, with exceptions for gross negligence or willful misconduct per South Dakota legal standards].

11. Assignment and Subcontracting

The Contractor shall not assign this Agreement or subcontract any of the services without the prior written consent of the Client.

Client Approval: [Specify the client's approval rights over any sub-assignees or subcontracted IT work].

12. Termination

• Option A: Termination for Convenience: Either party may terminate this Agreement upon [Number] days written notice.
• Option B: Termination for Cause: Either party may terminate this Agreement immediately upon material breach by the other party.

Return of Property: Upon termination, the Contractor shall return all Client property.

Intellectual Property Transfer: [Specify processes for return of client property, transfer of intellectual property, and final handover of deliverables (including source code, technical documentation, administrative credentials, and data exports)].

13. Non-Competition and Non-Solicitation

Non-Competition: [Define the scope, geography, and duration of any non-competition covenant, ensuring it is reasonable under South Dakota law. If no non-compete, state "No non-compete applies to this agreement."].

Non-Solicitation: [Define any restrictions on soliciting clients or employees of the Client. If no non-solicitation, state "No non-solicitation applies to this agreement."].

14. Dispute Resolution

Governing Law: This Agreement shall be governed by the laws of the State of South Dakota.

Venue: Any disputes arising out of this Agreement shall be resolved in the state or federal courts located in [County Name] County, South Dakota.

• Option A: Mediation: The parties agree to attempt to resolve any disputes through mediation before resorting to litigation.
• Option B: Arbitration: Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association.

15. Modification

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

16. Notices

All notices shall be in writing and sent to the addresses listed above.

17. Compliance with Laws

The Contractor shall comply with all applicable South Dakota laws and regulations.

18. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control.

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. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

21. [Special Licensing, Government Contracting Requirements, or Client Industry-Specific Compliance]

[Detail any special compliance requirements related to the IT services.]

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

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]