Tennessee construction independent contractor agreement template

Tennessee Construction Independent Contractor Agreement

This Tennessee Construction Independent Contractor Agreement (the “Agreement”) is made and effective as of [Date], by and between:

[Client Legal Name], a [Client Entity Type, e.g., Corporation, LLC] with its principal place of business at [Client Address], Federal EIN: [Client EIN] (hereinafter “Client”),

and

[Contractor Legal Name], a [Contractor Entity Type, e.g., Individual, LLC, Corporation], Tennessee Contractor License Number: [Contractor License Number], with its principal place of business at [Contractor Address], Federal EIN: [Contractor EIN] (hereinafter “Contractor”).

1. Project Description and Location

The Client desires to engage the Contractor to perform certain construction services for the project located at [Project Address], legally described as [Legal Description] (the "Project"). The Project is owned by [Project Owner Name]. A brief description of the premises is as follows: [Description of Premises].

2. Scope of Work

The Contractor shall perform the following construction services: [Detailed Description of Work]. This includes, but is not limited to:

• [Trade Category 1, e.g., Framing]: [Specific Tasks]
• [Trade Category 2, e.g., Electrical]: [Specific Tasks]
• [Trade Category 3, e.g., Plumbing]: [Specific Tasks]

Permits and Inspections:

• Option A: The Contractor is responsible for obtaining and paying for all necessary permits and inspections.
• Option B: The Client is responsible for obtaining and paying for all necessary permits and inspections.
• Option C: The Contractor is responsible for obtaining the following permits: [List of Permits]. The Client is responsible for all other permits. Both parties will cooperate in obtaining inspections.

All work shall comply with all applicable Tennessee building codes, including the International Building Code as adopted by the State of Tennessee.

Materials and Equipment:

• Option A: The Contractor shall supply all materials and equipment.
• Option B: The Client shall supply all materials and equipment.
• Option C: The Contractor shall supply the following materials and equipment: [List of Contractor Supplied Items]. The Client shall supply all other materials and equipment.

3. Work Schedule and Timeline

The work shall commence on [Commencement Date] and be substantially completed by [Completion Date].

Milestones:

• Milestone 1: [Milestone Description] – Completion Date: [Date]
• Milestone 2: [Milestone Description] – Completion Date: [Date]
• Milestone 3: [Milestone Description] – Completion Date: [Date]

In the event of delays caused by weather conditions common to Tennessee (e.g., ice storms, heavy rains) or force majeure, the completion date shall be extended by a reasonable period of time, as mutually agreed upon in writing.

4. Compensation

The Client shall pay the Contractor a total of [Dollar Amount] for the performance of the work.

Payment Structure:

• Option A: Progress Payments: Payments will be made according to the following schedule: [Payment Schedule].
• Option B: Milestone Payments: Payments will be made upon completion of the following milestones: [Milestone Payment Schedule].
• Option C: Lump Sum: A single payment will be made upon satisfactory completion of the work.

The Contractor shall submit invoices to the Client on a [Frequency, e.g., weekly, bi-weekly, monthly] basis.

The Client shall retain [Percentage]% of each payment as retainage, not to exceed the limits set by T.C.A. § 66-34-103. Retainage shall be released upon final completion of the work and acceptance by the Client.

Client shall pay undisputed invoices within the timeframes mandated by the Tennessee Prompt Pay Act.

5. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client. The Client shall not be responsible for withholding any taxes from payments made to the Contractor. The Contractor is responsible for all applicable state and federal employment taxes, self-employment tax, withholding, and state business taxes.

The Contractor is responsible for maintaining workers’ compensation insurance if required by Tennessee law (T.C.A. § 50-6-102 and 50-6-902).

6. Insurance

The Contractor shall maintain the following insurance coverage:

• General Liability Insurance: [Dollar Amount] per occurrence.
• Automobile Liability Insurance: [Dollar Amount] per occurrence.
• Workers’ Compensation Insurance: As required by Tennessee law.

The Client shall be named as an additional insured on the Contractor's General Liability policy. The Contractor shall provide the Client with proof of insurance prior to commencing work.

7. Contractor Licenses and Registrations

The Contractor represents and warrants that they possess all necessary Tennessee contractor licenses, trade certifications, and registrations required to perform the work. The Contractor shall provide proof of such licenses and registrations to the Client upon request.

The Contractor shall immediately notify the Client of any suspension or revocation of any required license or registration.

8. Lien Rights

The Contractor acknowledges and agrees to comply with Tennessee's mechanics' and materialmen’s lien laws (T.C.A. § 66-11-101 et seq.). This includes, but is not limited to, providing all required pre-lien notices and lien waivers upon payment.

9. Worksite Operations

The Contractor shall maintain a clean and safe work environment and shall comply with all applicable OSHA and Tennessee-specific safety regulations.

The Contractor is responsible for site cleanup and debris removal.

Site Access: The Contractor shall have access to the worksite during reasonable hours, as coordinated with the Client.

10. Permits and Inspections

• Option A: As outlined in Section 2, the Contractor or the Client will be responsible for procuring and paying for all required permits and inspections.
• Option B: The Contractor is responsible for scheduling and coordinating all necessary inspections with the relevant authorities.

11. Warranty

The Contractor warrants that all work shall be performed in a good and workmanlike manner and free from defects for a period of [Number] year(s) from the date of completion. This warranty covers [Scope of Coverage].

Warranty Exclusions: This warranty does not cover defects caused by [List of Exclusions].

12. Subcontractors

The Contractor shall not subcontract any portion of the work without the prior written consent of the Client. Any subcontractors hired by the Contractor must be properly licensed in Tennessee and shall be bound by the same terms and conditions as this Agreement.

13. Intellectual Property

All construction documents, plans, and work product created in connection with the Project shall be the property of the [Client/Contractor].

• Option A: The Contractor shall not reuse these plans or documentation for any other project without the Client's express written consent.
• Option B: The Contractor shall have the right to reuse these plans and documentation, provided that the Client’s confidential information is removed.

14. Confidentiality

The Contractor shall maintain the confidentiality of all Client business information, construction plans, site security protocols, and project financials.

15. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved as follows:

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• If negotiation fails, the parties shall submit the dispute to mediation in [City, Tennessee].
• If mediation fails, the parties may pursue litigation in the state courts of Tennessee, applying Tennessee law.

16. Indemnification

The Contractor shall indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, and expenses (including attorney's fees) arising out of or relating to the Contractor's performance of the work, including but not limited to injuries to persons, damage to property, and third-party claims. This indemnification is subject to T.C.A. § 62-6-123.

17. Breach and Default

If the Contractor fails to perform the work in accordance with the terms of this Agreement, the Client shall provide written notice of the default. The Contractor shall have [Number] days to cure the default.

Failure to cure the default may result in termination of the Agreement and the Contractor shall be liable for damages.

18. Termination

The Client may terminate this Agreement for cause if the Contractor breaches the terms of this Agreement.

The Client may also terminate this Agreement for convenience upon [Number] days' written notice to the Contractor.

Upon termination, the Contractor shall be entitled to payment for all work performed to date, less any damages caused by the Contractor's breach.

19. Tennessee Home Improvement Contract Act (If Applicable)

[If this is a residential construction project, insert all required disclosures as per T.C.A. § 62-6-501 et seq., including consumer protection disclosures, cancellation rights, and home improvement identification.]

20. Recordkeeping and Access to Records

The Contractor shall maintain accurate records of all work performed and expenses incurred in connection with the Project. The Client shall have the right to access and inspect these records upon reasonable notice.

21. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee.

22. Compliance with Laws

The Contractor shall comply with all applicable federal, state, and local laws, regulations, and codes.

23. Signatures

[Client Legal Name]

By: [Client Name]

Title: [Client Title]

Date: [Date]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title]

Date: [Date]