Texas construction independent contractor agreement template

Texas Construction Independent Contractor Agreement

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

• [Client Legal Name], a [Client Entity Type, e.g., Texas Corporation, Individual] with a principal place of business at [Client Address] ("Client"),
• and
• [Contractor Legal Name], a [Contractor Entity Type, e.g., Texas LLC, Individual] with a principal place of business at [Contractor Address] ("Contractor").

WHEREAS, Client desires to engage Contractor to provide certain construction services; and
WHEREAS, Contractor desires to provide such services as an independent contractor.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Scope of Work

Contractor shall perform the following services (the "Work") in a good and workmanlike manner, consistent with industry standards and in compliance with all applicable Texas laws, codes, and regulations:

• Option A: [Description of Work, e.g., Framing of residential structure per attached plans].
• Option B: [Description of Work, e.g., Electrical wiring per NEC and local codes, specified in Exhibit A].
• Option C: [Description of Work, e.g., Concrete pouring and finishing per TxDOT specifications for driveway].

The Work shall be performed at the following location(s): [Project Address(es)].
The Work shall conform to the following technical standards and specifications: [Reference to Drawings, Specifications, Permits, Building Codes].
Client shall provide Contractor with access to the site according to the following protocols: [Site Access Protocols].
Site-specific safety requirements: [List Site-Specific Safety Rules].

2. Term and Schedule

The term of this Agreement shall commence on [Start Date] and shall continue until [Completion Date], unless sooner terminated as provided herein.

• Option A: The Work shall be completed in accordance with the following schedule: [Attached Timeline or Gantt Chart].
• Option B: Milestones and Completion Deadlines:
  • Milestone 1: [Description of Milestone 1] - Deadline: [Date].
  • Milestone 2: [Description of Milestone 2] - Deadline: [Date].
• Option C: Regular Progress Reporting: Contractor shall submit written progress reports to Client every [Frequency, e.g., week, two weeks].

3. Compensation and Payment

Client shall compensate Contractor for the Work as follows:

• Option A: Fixed Price: The fixed price for the Work is [Dollar Amount].
• Option B: Progress Payments:
  • Payment 1: [Dollar Amount] upon completion of [Description of Milestone].
  • Payment 2: [Dollar Amount] upon completion of [Description of Milestone].
• Option C: Unit Price: Contractor shall be paid [Dollar Amount] per [Unit, e.g., square foot, linear foot].
• Option D: Time and Materials: Contractor shall be paid at a rate of [Dollar Amount] per hour, plus the cost of materials.

Client shall review and approve invoices within [Number] days of receipt. Late payments shall accrue interest at the rate of [Percentage] per month, or the maximum rate permitted by Texas law, whichever is lower.
Texas Sales Tax: Contractor is responsible for collecting and remitting any applicable Texas sales tax on materials and services.
Contractor shall submit invoices with lien waivers upon receipt of payment.

4. Retainage

Client shall retain [Percentage] of each payment as retainage, in accordance with the Texas Property Code. Retainage shall be released to Contractor within [Number] days of final completion and acceptance of the Work, subject to any claims or offsets.

5. Independent Contractor Status

Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Client shall not be responsible for withholding taxes, social security, or other payroll deductions from payments made to Contractor. Contractor is responsible for all self-employment taxes, business insurance, and other statutory obligations under Texas law. Contractor shall maintain all required licenses, certifications, and registrations in good standing.

6. Insurance

Contractor shall maintain the following insurance coverage:

• General Liability Insurance: [Dollar Amount] per occurrence.
• Workers' Compensation Insurance: If required by Texas law. If Workers' Compensation is not required, Contractor will provide a signed waiver.
• Builder's Risk Insurance: If applicable to the scope of work.

Client shall be named as an additional insured on the general liability policy. Contractor shall provide proof of insurance to Client prior to commencing the Work.

7. Indemnification

Contractor shall indemnify and hold harmless Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorney's fees) arising out of or relating to Contractor's performance of the Work, including, but not limited to, property damage, bodily injury, or legal claims, to the extent caused by the negligence or willful misconduct of Contractor or its subcontractors. This clause shall be interpreted in accordance with Texas law.

8. Ownership of Work Product

Upon payment, all work product, including as-built plans, change orders, and custom components, shall be owned by Client, subject to Contractor’s compliance with Texas mechanic’s lien laws.

9. Change Orders

Any changes to the scope of Work must be documented in a written change order signed by both parties. The change order shall specify the revised scope of Work and any adjustments to the compensation or schedule. Pricing for change orders must be agreed upon before any additional work is performed.

10. Warranty

Contractor warrants that the Work will be performed in a good and workmanlike manner and will be free from defects in workmanship and materials for a period of [Number] [Time Period, e.g., year, months] from the date of completion. This warranty is subject to limitations of liability compliant with Texas law.

11. Permits and Approvals

Contractor is responsible for obtaining all necessary permits and governmental approvals required to perform the Work, unless otherwise agreed in writing. Contractor shall schedule all necessary inspections and ensure that the Work complies with all applicable codes and regulations.

12. Compliance with Laws

Contractor shall comply with all applicable federal and Texas laws, including immigration laws and E-Verify requirements, if applicable.

13. Site Meetings and Progress Reporting

Site meetings will be held [Frequency, e.g., weekly, bi-weekly]. Contractor shall provide regular progress updates to Client as outlined in Section 2.

14. Delays and Force Majeure

Contractor shall promptly notify Client in writing of any delays in the Work. Neither party shall be liable for delays caused by force majeure events, such as acts of God, war, or government regulations. In the event of a force majeure event, the Completion Date shall be extended by a period of time equal to the duration of the event.

15. Confidentiality

Contractor shall maintain the confidentiality of any client or site information.

16. Assignment and Subcontracting

Contractor shall not assign or subcontract any portion of the Work without the prior written consent of Client. Contractor shall ensure that all subcontractors comply with the terms of this Agreement and all applicable Texas laws.

17. Lien Notices and Waivers

Contractor shall comply with all applicable Texas lien laws, including providing required notices and lien waivers. Contractor shall submit preliminary notices by the applicable deadlines if unpaid, in accordance with Texas Property Code Chapter 53.

18. Termination

• Option A: Termination for Cause: Client may terminate this Agreement for cause upon written notice to Contractor if Contractor materially breaches this Agreement or fails to perform the Work in a timely and workmanlike manner, or violates any Texas laws or safety standards.
• Option B: Termination for Convenience: Client may terminate this Agreement for convenience upon [Number] days' written notice to Contractor. In the event of termination for convenience, Client shall pay Contractor for all Work performed and expenses incurred up to the date of termination.

Upon termination, Contractor shall promptly demobilize from the site and perform all necessary site cleanup.

19. 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 negotiation.
• If negotiation fails, the parties shall attempt to resolve the dispute through mediation in [City, Texas].
• If mediation fails, the dispute shall be resolved by arbitration in accordance with the Texas Arbitration Act, or by litigation in a court of competent jurisdiction in [County, Texas]. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Exclusive jurisdiction and venue for any legal action shall be in the state courts of Texas.

20. Other Provisions

Contractor shall comply with all industry-specific rules, employment classification, tax withholding, licensing, safety training, and background check requirements, if required by the Client.
Contractor is responsible for maintaining all business records, books, permits, filings, and tax IDs necessary for legal operation in Texas.
Contractor shall notify Client of any work-related injuries or accidents in compliance with Texas law, including incident documentation and cooperation with workplace investigations.
Client has the right to access the worksite for inspection purposes. Contractor shall maintain a safe worksite in accordance with OSHA and TxDOT rules, and shall comply with all environmental regulations, including the handling and disposal of hazardous materials. Contractor shall be responsible for site cleanup after project completion.
Procedures and consequences for defective or incomplete work: [Detailed process for addressing and curing defects, including back charges]. Compliance with the Texas two-step termination process, if invoked.

21. Signatures

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 signatures shall be considered valid and binding under Texas law.

[Client Legal Name]

By: [Client Representative Name]
Title: [Client Representative Title]
Date: [Date]

[Contractor Legal Name]

By: [Contractor Representative Name]
Title: [Contractor Representative Title]
Date: [Date]

22. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

23. 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.

24. Amendment

This Agreement may be amended only by a written instrument signed by both parties. All amendments must comply with Texas legal practice.