Tennessee IT independent contractor agreement template

Tennessee IT Independent Contractor Agreement

This Tennessee IT Independent Contractor Agreement (the "Agreement") is made and entered into as of [Effective Date], by and between:

• [Client Company Name], a [Client Company Type, e.g., Tennessee LLC], with a principal place of business at [Client Company Address] and registered with the Tennessee Secretary of State under registration number [Client Company Registration Number] (hereinafter referred to as "Client"),

and

• [Contractor Name], an independent contractor, with a principal place of business at [Contractor Address] and a Tax Identification Number (TIN) of [Contractor TIN] and Tennessee Business License Number (if applicable) [Contractor Business License Number] (hereinafter referred to as "Contractor").

1. Statement of Work

The Contractor agrees to perform the following IT services for the Client, as described in detail in Exhibit A (the "Services"):

• Option A: Software Development
  • Description: Developing [Description of Software] using [Technology Stack].
  • Deliverables: [List of Deliverables, e.g., Source Code, Documentation, Executable Files].
  • Milestones: [List of Milestones with Dates].
• Option B: System Integration
  • Description: Integrating [System A] with [System B].
  • Deliverables: [List of Deliverables, e.g., Integrated System, Test Results].
  • Milestones: [List of Milestones with Dates].
• Option C: Cybersecurity Assessment
  • Description: Performing a comprehensive cybersecurity assessment of Client's [Specific System or Network].
  • Deliverables: [List of Deliverables, e.g., Vulnerability Report, Remediation Plan].
  • Milestones: [List of Milestones with Dates].
• Option D: Network Maintenance
  • Description: Providing ongoing maintenance and support for Client's network infrastructure.
  • Deliverables: [List of Deliverables, e.g., Monthly Reports, Uptime Guarantee].
  • Milestones: [List of Milestones with Dates].
• Option E: Cloud Deployment
  • Description: Deploying and configuring Client's applications on [Cloud Platform].
  • Deliverables: [List of Deliverables, e.g., Deployed Applications, Configuration Documentation].
  • Milestones: [List of Milestones with Dates].
• Option F: Hardware Configuration
  • Description: Configuring and installing [Type of Hardware] at [Location].
  • Deliverables: [List of Deliverables, e.g., Configured Hardware, Installation Report].
  • Milestones: [List of Milestones with Dates].
• Option G: Technical Support
  • Description: Providing technical support to Client's employees for [Specific Software or Hardware].
  • Deliverables: [List of Deliverables, e.g., Resolved Support Tickets, Knowledge Base Articles].
  • Milestones: [List of Milestones with Dates].

The Contractor will adhere to the following performance specifications and service levels: [Detailed Specifications, including SLAs, Uptime Guarantees, Response Times]. The Contractor will comply with all applicable compliance standards, including but not limited to HIPAA (if applicable) and other relevant federal and Tennessee requirements. Reporting mechanisms include: [Description of Reporting Frequency and Format].

2. Work Location and Access

The primary work location will be:

• Option A: Remote
• Option B: Client Premises at [Client Address]
• Option C: Data Centers at [Data Center Address]
• Option D: Mixed (Specify): [Details of Mixed Work Location]

If the work is performed at the Client's premises or data centers, the Contractor will adhere to the following on-site access rules and security protocols: [Detailed Rules, including Badge Requirements, Security Procedures, Privacy Policies per Tennessee Identity Theft Deterrence Act]. The Contractor acknowledges and will comply with all applicable Tennessee-specific privacy and data security standards.

3. Compensation

The Client will compensate the Contractor as follows:

• Option A: Hourly Rate: [Hourly Rate] per hour.
• Option B: Project-Based: [Fixed Fee] for the entire project.
• Option C: Retainer: [Retainer Fee] per [Time Period, e.g., Month].
• Option D: Hybrid: [Description of Hybrid Payment Structure]

Invoices will be submitted [Frequency, e.g., Monthly] and payment is due within [Number] days of receipt of the invoice. Acceptable methods of payment are: [List of Payment Methods]. Late payment penalties, if any, will be assessed in accordance with Tennessee's Prompt Pay Act, if applicable: [Specify Penalty or Reference Act]. The Contractor is solely responsible for all state and local taxes, including Tennessee franchise and excise taxes, where relevant.

4. Independent Contractor Status

It is expressly understood and agreed that the Contractor is an independent contractor and not an employee, agent, or partner of the Client. This Agreement does not create an employer-employee or partnership relationship. The Contractor is solely responsible for federal self-employment tax, Tennessee business tax (if applicable), workers' compensation, unemployment insurance, health insurance, and retirement benefits.

5. Equipment and Licenses

The Contractor will provide all necessary equipment, software licenses, and certifications needed to perform the Services lawfully in Tennessee. Ownership or transfer/return provisions for code, hardware, or data are as follows: [Detailed Provisions].

6. Confidentiality and Non-Disclosure

The Contractor agrees to hold all Client data and trade secrets in strict confidence, in accordance with the Tennessee Uniform Trade Secrets Act. This includes, but is not limited to: [List of Confidential Information]. Obligations regarding third-party software or data are as follows: [Detailed Obligations]. In the event of a data breach, the Contractor will notify the Client immediately, in accordance with Tennessee law: [Reference to Specific Statute]. Handling of personally identifiable information will be in accordance with all applicable laws and regulations.

7. Intellectual Property

Ownership of intellectual property rights in deliverables (source code, hardware, databases, proprietary tools) will be as follows:

• Option A: Work Made for Hire: All deliverables are "work made for hire" under federal copyright law and Tennessee statutes and are owned by the Client.
• Option B: Licensing: The Contractor grants the Client a [Type of License, e.g., Perpetual, Non-Exclusive] license to use the deliverables.
• Option C: Assignment: The Contractor assigns all intellectual property rights in the deliverables to the Client.

Open-source code disclosures and third-party materials will be handled as follows: [Detailed Provisions]. The Contractor will ensure timely transfer of IP to the Client, if applicable.

8. Non-Solicitation and Non-Compete

The Contractor agrees not to solicit the Client's employees or customers during the term of this Agreement and for a period of [Number] months thereafter. A non-compete provision, if applicable and justified by a legitimate business interest, is as follows: [Detailed and Narrowly Tailored Non-Compete Clause, compliant with Tennessee statutory and case law, including reasonable geographic scope and duration].

9. Liability and Indemnification

The Contractor will be liable for breach of this Agreement, including but not limited to:

• Liquidated Damages: [Amount] for [Specific Breach].
• Correction of Defects: The Contractor will correct any defects in the Services at their own expense.
• Downtime Penalties: [Description of Penalties].
• Cybersecurity Incident Remediation: The Contractor will be responsible for the costs of remediating cybersecurity incidents caused by their negligence.
• Costs of Non-Compliance: The Contractor will be responsible for any costs incurred by the Client due to the Contractor's non-compliance with relevant law.

The Contractor will indemnify and hold harmless the Client from any and all third-party claims arising from the Contractor's actions or omissions.

10. Insurance

The Contractor will maintain the following insurance coverage:

• General Liability: [Minimum Policy Amount].
• Professional Liability/Technology E&O Insurance: [Minimum Policy Amount].
• Cyber Risk Coverage: [Minimum Policy Amount].

The Contractor will provide a certificate of insurance to the Client prior to the commencement of the Services.

11. Termination

This Agreement will commence on [Start Date] and will continue for a term of [Duration].

• Option A: Renewal: This Agreement will automatically renew for successive terms of [Duration] unless either party provides written notice of termination at least [Number] days prior to the end of the current term.
• Option B: No Renewal: This Agreement will not automatically renew.

Grounds for immediate termination include:

• Breach of this Agreement.
• Insolvency of either party.
• Legal prohibition of the Services.

Notice and cure periods will be as follows: [Description of Notice and Cure Periods]. Upon termination, the Contractor will return all Client materials and provide transition assistance as requested by the Client. Final compensation will be calculated as follows: [Description of Calculation].

12. Governing Law and Dispute Resolution

This Agreement will be governed by and construed in accordance with the laws of the State of Tennessee. Venue for any legal action will be in [Specific Tennessee County or Court]. The parties agree to engage in good faith negotiations to resolve any disputes. If negotiations fail, the parties agree to [Mediation, Arbitration with AAA, or Court Litigation].

13. Compliance with Laws

The Contractor will comply with all applicable Tennessee and federal regulations for the IT sector, including but not limited to: Department of Revenue guidelines, Tennessee Department of Labor and Workforce Development rules, sector-specific data protection and cybersecurity statutes, restrictions on using unlicensed software, and export control if applicable.

14. Record Retention and Audit

Both parties will retain records and provide audit rights for payment, service, or legal compliance verification for a period of [Number] years, consistent with Tennessee statutes of limitations.

15. Force Majeure

Neither party will be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to: cyberattacks, utility outages, and pandemics.

16. Miscellaneous

• Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect.
• 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.
• Waiver: No waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
• Notice: All notices under this Agreement must be in writing and delivered by [Delivery Method] to the addresses set forth above.

17. Subcontracting

Subcontracting is [Permitted/Not Permitted]. If permitted, the Contractor must obtain Client consent prior to subcontracting any portion of the Services. All subcontractors must comply with Tennessee and industry regulations, including background checks for certain IT assignments.

18. Additional Provisions

• Dispute Escalation Processes: [Detailed Process].
• Emergency Support Contacts: [List of Contacts and Contact Information].
• Access to Client Systems: [Detailed Policies and Procedures].
• Password and Credential Policies: [Detailed Policies].
• Backup Procedures: [Description of Backup Procedures].
• Post-Termination Data Transfer and Erasure Obligations: [Detailed Obligations].

Both parties acknowledge that they have reviewed this Agreement with legal counsel experienced in Tennessee IT contracting and that this Agreement reflects the actual intentions and conduct typical for the Tennessee IT industry.

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

[Client Company Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Contractor Name]

By: [Contractor Signature]

Title: [Contractor Title (if applicable)]

Exhibit A: Statement of Work (Detailed Description)