Texas independent contractor agreement template

Texas Independent Contractor Agreement

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

• [Client Name], with its principal place of business at [Client Address] (“Client”), and
• [Contractor Name], residing at [Contractor Address] (“Contractor”). Contractor's Tax ID (EIN or SSN, as applicable): [Contractor Tax ID].

Scope of Work

• Option A: The Contractor shall perform the following services (the “Services”): [Detailed Description of Services].
• Option B: The Services shall include, but not be limited to: [General Description of Services]. A detailed statement of work for each project will be mutually agreed upon in writing.
• Deliverables: [List of Deliverables]
• Milestones: [List of Milestones]
• Project Requirements: [Detailed Requirements]
• Performance Standards: [Specific Performance Metrics]
• Deadline: [Project Deadline or Timeline]

Location of Service Performance

• Option A: Services shall be performed remotely.
• Option B: Services shall be performed at the Client’s premises located at [Client Address].
• Option C: Services shall be performed at [Specify Location, e.g., various client sites].

Independent Contractor Relationship

• The parties agree that the Contractor is an independent contractor and not an employee, partner, agent, or joint venturer of the Client. The Contractor is solely responsible for all federal, state, and local taxes, including self-employment taxes, and any insurance obligations. The Contractor is not entitled to any employee benefits from the Client.
• Contractor acknowledges responsibility for maintaining their own insurance, including but not limited to health insurance, disability insurance, and workers' compensation insurance (if applicable).
• Contractor acknowledges that no Texas Unemployment Insurance taxes will be paid by Client on Contractor's behalf.

Term and Termination

• Option A: This Agreement shall commence on [Start Date] and shall continue until [End Date] (Fixed-Term).
• Option B: This Agreement shall commence on [Start Date] and shall continue until the completion of the Services described in Section 1.
• Option C: This Agreement shall commence on [Start Date] and may be terminated by either party upon [Number] days written notice to the other party.
• Option D: Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement. Material breach includes, but is not limited to, failure to perform the Services, failure to make payments, or violation of confidentiality obligations.
• Option E: Post-Termination Obligations: Upon termination, Contractor shall return all Client property, including but not limited to, documents, data, and equipment. Any outstanding payments due to Contractor for work completed prior to termination shall be paid within [Number] days of termination.

Compensation

• Option A: The Client shall pay the Contractor at an hourly rate of [Dollar Amount] per hour.
• Option B: The Client shall pay the Contractor a fixed fee of [Dollar Amount] for the completion of the Services described in Section 1.
• Option C: The Client shall pay the Contractor according to the following milestone schedule: [Milestone Schedule and Payment Amounts].
• Invoicing: Contractor shall submit invoices to Client on a [Frequency, e.g., monthly] basis.
• Payment Terms: Client shall pay all valid invoices within [Number] days of receipt.
• Method of Payment: Payments shall be made via [Payment Method, e.g., check, ACH transfer].
• Expense Reimbursement: Contractor is responsible for all expenses unless pre-approved in writing by Client. Pre-approved expenses will be reimbursed within [Number] days of submission of receipts.

Tax Responsibilities

The Contractor is solely responsible for all federal, state, and local taxes, including self-employment taxes, arising from payments made under this Agreement. The Client will issue a Form 1099-NEC to the Contractor if required by law. Contractor is responsible for paying all applicable Texas state taxes.

Intellectual Property

• Option A: Ownership of Work Product: All work product created by the Contractor in connection with the Services shall be owned exclusively by the Client, and shall be considered "work for hire" to the extent permitted by law. The Contractor hereby assigns to the Client all right, title, and interest in and to such work product, including all copyrights, trademarks, and other intellectual property rights.
• Option B: Contractor Retains Ownership: Contractor retains ownership of all pre-existing intellectual property and grants Client a non-exclusive license to use such property to the extent necessary to benefit from the Services.
• Moral Rights Waiver: To the extent permitted by applicable law, the Contractor irrevocably waives all moral rights relating to the work product.

Confidentiality and Non-Disclosure

• Option A: The Contractor agrees to hold all Confidential Information of the Client in strict confidence and not to disclose such information to any third party or use such information for any purpose other than performing the Services under this Agreement. Confidential Information includes, but is not limited to, [Examples of Confidential Information]. This obligation shall survive termination of this Agreement for a period of [Number] years.
• Option B: The Contractor acknowledges that during the course of this Agreement, they may have access to highly sensitive information regarding the Client's business, including but not limited to trade secrets, customer lists, financial data, and marketing strategies. The Contractor agrees to take all reasonable precautions to protect the confidentiality of such information, including storing it securely and limiting access to only those individuals who have a need to know. This obligation extends indefinitely.
• Option C: No Confidentiality Agreement: Both parties agree that there is no confidential information exchanged between them.

Non-Competition (Texas Specific Considerations)

• Option A: Non-Compete Clause: The Contractor agrees that during the term of this Agreement and for a period of [Number] months/years after termination, the Contractor will not, directly or indirectly, engage in any business that competes with the Client’s business within a [Geographic Area]. This restriction applies to the following activities: [Specific Restricted Activities]. This clause is intended to be ancillary to and part of an otherwise enforceable agreement under Texas law. The scope of the non-compete is considered reasonable in terms of time, geographic area, and scope of activity.
• Option B: No Non-Compete Clause: The parties agree that the Contractor is not subject to any non-competition restrictions under this Agreement.

Non-Solicitation

• Option A: The Contractor agrees that during the term of this Agreement and for a period of [Number] months/years after termination, the Contractor will not solicit, recruit, or hire any employees or customers of the Client.
• Option B: No Non-Solicitation Clause: The parties agree that the Contractor is not subject to any non-solicitation restrictions under this Agreement.

Contractor Conduct

• Work Hours: [Specify work hour expectations or state "None specified"].
• Communication: The Contractor shall communicate with the Client on a [Frequency, e.g., daily, weekly] basis regarding the progress of the Services.
• Quality Standards: The Contractor shall perform the Services in a professional and workmanlike manner and in accordance with industry standards.
• Reporting: The Contractor shall submit progress reports to the Client on a [Frequency, e.g., weekly, monthly] basis.
• Client may inspect work product [Frequency or upon request] to confirm compliance with the agreement.

Amendment

This Agreement may be amended or modified only by a written instrument signed by both parties.

Assignment

• Option A: This Agreement may not be assigned by either party without the prior written consent of the other party.
• Option B: This Agreement may be assigned by the Client without the consent of the Contractor in the event of a merger, acquisition, or sale of substantially all of its assets.
• Option C: Neither party may assign or delegate their rights or obligations under this Agreement.

Representations and Warranties

Each party represents and warrants that it has the legal capacity and authority to enter into this Agreement. The Contractor represents and warrants that it has the necessary skills, experience, and qualifications to perform the Services. Contractor warrants it possesses all necessary licenses and permits required by the State of Texas and any relevant municipalities to perform the specified services.

Indemnification

• Option A: The Contractor shall indemnify, defend, and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to the Contractor’s performance of the Services or breach of this Agreement.
• Option B: The Client shall indemnify, defend, and hold harmless the Contractor from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to the Client's negligence or willful misconduct.
• Option C: Each party shall be responsible for their own actions or inactions under this agreement and will not indemnify the other party.

Insurance

• Option A: The Contractor shall maintain, at its own expense, the following insurance coverage: [List Insurance Requirements, e.g., General Liability, Professional Liability, Workers' Compensation] with minimum limits of [Dollar Amount]. Contractor shall provide proof of insurance to Client upon request.
• Option B: No Insurance Required: Contractor is not required to maintain insurance under this agreement.

Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, Texas]. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association in [City, Texas].
• Option B: Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County, Texas].
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall 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.

Notice

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 service to the addresses set forth above.

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]