Tennessee accounting independent contractor agreement template

Tennessee Accounting Independent Contractor Agreement

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

• [Client Legal Name], located at [Client Mailing Address], with contact phone number [Client Phone Number] and email address [Client Email Address] (the “Client”),

and

• [Independent Contractor Legal Name], located at [Independent Contractor Mailing Address], with contact phone number [Independent Contractor Phone Number] and email address [Independent Contractor Email Address] (the “Independent Contractor”).

1. Description of Services

• Option A: The Independent Contractor shall provide the following accounting services to the Client: [Detailed Description of Accounting Services], including but not limited to bookkeeping, preparation and review of financial statements, payroll processing, internal/external audits, tax planning and filing (including federal, state, and local Tennessee compliance), forensic accounting, compliance consulting, and representation before tax authorities.
• Option B: The Independent Contractor shall provide accounting services as described in Exhibit A, attached hereto and incorporated by reference.
• The Independent Contractor shall deliver the following deliverables: [Specific Deliverables].
• The Independent Contractor shall adhere to the following measurable standards: [Measurable Standards].
• The Independent Contractor shall provide regular progress reports to the Client according to the following schedule and format: [Reporting Schedule and Format].

2. Work Location and Access

• Option A: The principal work location shall be the Independent Contractor’s remote office.
• Option B: The principal work location shall be at the Client’s place of business located in Tennessee: [Client Business Address].
• Option C: The work location shall be a hybrid of remote and on-site work, as mutually agreed upon.
• The Independent Contractor will [will/will not] be provided access to Client resources and systems. If access is provided, the Independent Contractor shall adhere to the Client’s security policies and procedures. All data transfer and document handling will comply with Tennessee and federal data security and privacy requirements.

3. Compensation

• Option A: The Client shall pay the Independent Contractor an hourly rate of [Dollar Amount] per hour.
• Option B: The Client shall pay the Independent Contractor a fixed fee of [Dollar Amount] for the completion of the services described in Section 1.
• Option C: The Client shall pay the Independent Contractor a retainer of [Dollar Amount] per month.
• Payment Schedule: [Payment Schedule Details].
• Invoicing Format and Documentation: [Invoicing Format and Documentation Requirements].
• Late Payment Terms: [Late Payment Terms (Interest, Penalties)].
• The applicability of Tennessee state sales tax will be determined as follows: [Sales Tax Applicability Details].

4. Intellectual Property

The Client shall retain ownership of all work product, analyses, reports, and data created by the Independent Contractor under this Agreement. Upon termination of this Agreement or at the Client’s request, the Independent Contractor shall return or destroy all Client records.

5. Confidentiality, Data Privacy, and Record Retention

The Independent Contractor shall maintain strict confidentiality regarding all Client information. The Independent Contractor shall comply with all applicable Tennessee statutes and AICPA/IRS requirements regarding data privacy and record retention. In the event of a data breach, the Independent Contractor shall notify the Client immediately and comply with T.C.A. §§ 47-18-2101 et seq.

6. Independent Contractor Status

The parties agree that the Independent Contractor is an independent contractor and not an employee of the Client. The Independent Contractor is responsible for all tax withholding, workers’ compensation, insurance, and statutory reporting obligations. The Independent Contractor confirms that they are registered and in good standing with the Tennessee Department of Revenue, if required for tax purposes.

7. Liability and Indemnification

The Independent Contractor shall indemnify and hold harmless the Client from any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to the Independent Contractor’s breach of this Agreement, including but not limited to the Independent Contractor’s failure to meet professional accounting standards, deliver accurate and timely work, maintain data security, or for any erroneous or negligent acts or omissions.

8. Professional Standards and Licensing

The Independent Contractor represents and warrants that they maintain active certifications or licenses as a Tennessee CPA or public accounting permit holder, and that they comply with all applicable Tennessee State Board of Accountancy rules, including ongoing professional education and ethical standards.

9. Termination

• Option A: This Agreement shall commence on [Start Date] and shall continue until [End Date].
• Option B: This Agreement may be terminated by either party at any time with [Number] days’ written notice.
• This Agreement may be terminated immediately by the Client for material breach, insolvency, unethical conduct, or regulatory sanction.
• Upon termination, the Independent Contractor shall promptly deliver to the Client all records and work product.

10. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved first through direct negotiation between the parties. If negotiation is unsuccessful, the parties agree to submit the dispute to mediation or arbitration within Tennessee. This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee. The courts of Tennessee shall have exclusive jurisdiction over any disputes arising out of or relating to this Agreement.

11. Tennessee Statutory Requirements

The parties acknowledge and agree that this Agreement is intended to comply with all applicable Tennessee statutory requirements for independent contractor relationships, including transparency regarding the IRS Form 1099 and acknowledgment of self-employment tax obligations.

12. Subcontracting

• Option A: The Independent Contractor shall not subcontract any of the services under this Agreement without the prior written consent of the Client.
• Option B: The Independent Contractor may subcontract services, but all subcontractors must comply with all provisions of this Agreement.

13. Insurance

The Independent Contractor shall maintain professional liability insurance (errors and omissions) in the minimum amount of [Dollar Amount]. The Independent Contractor shall provide proof of coverage to the Client upon request.

14. Compliance with Laws

The Independent Contractor shall comply with all applicable federal, state, and local laws, regulations, and ordinances, including industry-specific rules such as anti-fraud measures, identity theft prevention (Red Flags Rule), and anti-money laundering (if applicable). The Independent Contractor shall also adhere to all applicable records retention periods.

15. Client Materials and Electronic Records

All client materials and electronic records shall be backed up by [Party Responsible] using [Backup Method]. Upon termination of the agreement, all materials shall be returned by [Date].

16. Miscellaneous

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• 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.
• Waiver and Amendment: No waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. This Agreement may be amended only by a written instrument signed by both parties.
• Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.
• 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.

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

[Client Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Independent Contractor Legal Name]

By: [Independent Contractor Signature]

Name: [Independent Contractor Printed Name]

Title: [Independent Contractor Title]