Tennessee independent contractor agreement template

Tennessee Independent Contractor Agreement

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

[Client Name], located at [Client Address] (“Client”),

and

[Contractor Name], located at [Contractor Address] (“Contractor”).

1. Relationship of Parties

The parties agree that the Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of the Client. Nothing in this Agreement shall be construed to create an employment relationship. Contractor acknowledges that Contractor is free to accept or reject other client engagements.

2. Scope of Work

The Contractor agrees to perform the following services (the “Services”): [Description of Services].

Deliverables: [List of Deliverables]

Milestones: [List of Milestones and Deadlines]

Location of Services:

Option A: Onsite at Client’s premises located at [Client Address].

Option B: Remotely from Contractor’s location.

Option C: Other location: [Specific Location].

Provision of Tools/Equipment:

Option A: Client will provide all necessary tools, equipment, and resources.

Option B: Contractor will provide all necessary tools, equipment, and resources.

Option C: Client will provide the following: [List of Items]. Contractor will provide the rest.

Contractor Control: Contractor retains the right to control the manner and means by which the Services are performed.

3. Compensation

Option A: Fixed Fee: The Client shall pay the Contractor a fixed fee of [Dollar Amount] for the completion of the Services.

Option B: Hourly Rate: The Client shall pay the Contractor at an hourly rate of [Dollar Amount] per hour.

Option C: Per-Project Basis: The Client shall pay the Contractor [Dollar Amount] per completed project as defined in [Reference Section].

Option D: Commission Basis: The Client shall pay the Contractor a commission of [Percentage]% of [Specify the Basis for Commission Calculation].

Invoicing: The Contractor shall submit invoices to the Client [Frequency of Invoicing].

Payment Cycle: The Client shall pay the Contractor within [Number] days of receipt of a valid invoice.

Reimbursable Expenses:

Option A: No expenses will be reimbursed.

Option B: The following expenses will be reimbursed: [List of Reimbursable Expenses]. Receipts must be submitted for all expenses.

Option C: All reasonable and necessary expenses incurred by Contractor in performing the services shall be reimbursed, upon submission of receipts and prior approval from Client.

Late Payment Penalty: If the Client fails to pay an invoice within [Number] days of the due date, a late payment penalty of [Percentage]% per month will be applied.

4. Taxes

The Contractor is solely responsible for paying all applicable federal, state, and local taxes, including self-employment taxes, on any compensation received under this Agreement. The Client will not withhold any taxes from payments made to the Contractor.

IRS Form 1099-NEC: The Client will issue a Form 1099-NEC to the Contractor if the total payments made under this Agreement exceed $600 in a calendar year.

Option: Contractor represents and warrants that they are legally eligible to work in the United States.

Option: Contractor is responsible for all federal, state, and local tax liabilities.

5. Licenses and Certifications

Option: The Contractor represents and warrants that they possess all necessary licenses and certifications required to perform the Services in Tennessee. Contractor will maintain valid licenses for the entire term of this agreement.

6. Term and Termination

Term:

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 the completion of the Services.

Option C: This Agreement shall continue until terminated as provided herein.

Renewal:

Option: This Agreement shall automatically renew for successive [Number]-year terms unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.

Termination for Cause: Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within [Number] days of written notice. Examples of cause include, but are not limited to, material breach of contract, misconduct, failure to perform Services.

Termination Without Cause:

Option A: Either party may terminate this Agreement without cause upon [Number] days written notice to the other party.

Option B: Client may terminate this Agreement without cause upon [Number] days written notice to the Contractor. Contractor may terminate this agreement without cause upon [Number] days written notice to the Client.

Compensation Upon Termination: Upon termination, the Contractor shall be compensated for all Services performed up to the date of termination.

Delivery of Work: Upon termination, the Contractor shall deliver all completed work and work in progress to the Client.

7. Confidentiality

Confidential Information: The term "Confidential Information" shall mean any and all information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.

Obligations: The Contractor shall hold all Confidential Information in strict confidence and shall not disclose it to any third party or use it for any purpose other than performing the Services under this Agreement.

Carve-outs: The obligations of confidentiality shall not apply to information that is: (a) publicly available; (b) already known to the receiving party; or (c) rightfully received from a third party without any obligation of confidentiality.

Duration:

Option A: The obligations of confidentiality shall continue during the term of this Agreement.

Option B: The obligations of confidentiality shall continue during the term of this Agreement and for [Number] years after termination.

8. Intellectual Property

Ownership:

Option A: Work Made for Hire: All work product, inventions, and materials created by the Contractor in connection with the Services shall be owned exclusively by the Client as a “work made for hire” under U.S. copyright law.

Option B: Contractor Ownership: The Contractor shall retain all rights to any work product, inventions, and materials created by the Contractor, but grants the Client a [Specify Type of License, e.g., perpetual, non-exclusive] license to use such work product, inventions, and materials for [Specify Purpose].

9. Non-Solicitation/Non-Competition

Option A: Non-Solicitation: During the term of this Agreement and for a period of [Number] months after termination, the Contractor shall not solicit, directly or indirectly, any employees or clients of the Client.

Geography: This restriction applies within the geographic area of [Specify Geographic Area].

Option B: Non-Competition: During the term of this Agreement and for a period of [Number] months after termination, the Contractor shall not engage in any business that is directly competitive with the Client’s business.

Activities: Competitive activities shall include [Specify Prohibited Activities].

Geography: This restriction applies within the geographic area of [Specify Geographic Area].

Note: Non-solicitation and non-competition clauses are subject to enforceability limitations under Tennessee law.

10. Compliance with Laws

The Contractor shall comply with all applicable federal, state (including Tennessee), and local laws, rules, and regulations in performing the Services.

11. Dispute Resolution

Option A: Mediation: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, State], before resorting to litigation or arbitration.

Option B: Arbitration: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in [City, State], in accordance with the rules of the American Arbitration Association. The arbitrator's decision shall be final and binding.

Option C: Litigation: Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County], Tennessee.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, without regard to its conflict of laws principles.

Attorneys’ Fees: Option: The prevailing party in any dispute arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.

12. Indemnification, Liability Limitations and Insurance

Indemnification: The Contractor shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses (including attorneys’ fees) arising out of or relating to the Contractor’s performance of the Services or breach of this Agreement.

Liability Limitation: Option: In no event shall the Client’s liability under this Agreement exceed the total amount paid to the Contractor under this Agreement.

Insurance:

Option A: The Contractor shall maintain general liability insurance with a minimum coverage of [Dollar Amount].

Option B: The Contractor shall maintain professional liability insurance with a minimum coverage of [Dollar Amount].

Option C: The Contractor understands and agrees that they are not covered by Client's workers compensation insurance. Contractor is solely responsible for obtaining workers compensation insurance if required by law.

13. Assignment and Subcontracting

Assignment:

Option A: The Contractor may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the Client.

Option B: This Agreement may be assigned freely by the Client.

Subcontracting:

Option A: The Contractor may not subcontract any of the Services without the prior written consent of the Client.

Option B: The Contractor may subcontract the following Services without prior approval: [List of Allowed Subcontracted Services].

14. Representations and Warranties

Authority: Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement and to perform its obligations hereunder.

Authenticity: The Contractor warrants that all work performed will be authentic.

No Infringement: The Contractor warrants that the Services performed will not infringe upon the intellectual property rights of any third party.

15. No 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, paid time off, retirement plans, or unemployment insurance. The Contractor waives all claims to such benefits.

16. Disclosures and Acknowledgments

Independent Business Status: The Contractor acknowledges that they are operating an independent business and are not an employee of the Client.

Review of Agreement: Each party acknowledges that they have read and understand this Agreement and have had the opportunity to seek legal advice.

Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written, relating to the subject matter hereof.

17. 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.

Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

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, return receipt requested, or sent by reputable overnight courier to the addresses set forth above.

Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by events beyond its reasonable control, including, but not limited to, acts of God, war, terrorism, labor disputes, or governmental regulations.

Counterparts: 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 Execution: This Agreement may be executed electronically and delivered by electronic means, such as email, and such electronic execution shall have the same force and effect as an original signature.

18. Tennessee Specific Considerations

Right to Control: The parties acknowledge that Tennessee courts apply a "right to control" test to determine worker classification. This Agreement is intended to reflect an independent contractor relationship where the Contractor controls the manner and means of performing the Services.

No Agency or Partnership: Nothing in this Agreement shall be construed to create an agency, partnership, or joint venture relationship between the parties.

Workers’ Compensation: The Contractor acknowledges that they are not covered by the Client’s workers’ compensation insurance unless a separate agreement has been reached to provide such coverage.

Compliance with Tennessee Law: The Contractor shall comply with all applicable Tennessee anti-discrimination and workplace safety laws.

Option: Additional Tennessee Notices/Disclosures: [Include any additional Tennessee-specific required notices or disclosures here].

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]