Texas IT independent contractor agreement template

Texas IT Independent Contractor Agreement

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

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

1. Scope of Services

The Contractor agrees to provide the following IT services to the Client:

• Option A: Software Development
  • Develop [Software Name] according to the specifications outlined in [Document Name].
  • Deliverables include: Source code, documentation, and executable files.
  • Technical specifications: [List Technical Specifications]
  • Work Methodology: Agile
  • Key Milestones: [List Milestones]
• Option B: Network Setup
  • Design and implement a network infrastructure for Client's office located at [Client Office Address].
  • Deliverables include: Network diagrams, configuration files, and installation reports.
  • Technical Specifications: [List Technical Specifications]
  • Work Methodology: Waterfall
  • Key Milestones: [List Milestones]
• Option C: Cybersecurity Audit
  • Perform a comprehensive cybersecurity audit of Client's IT systems.
  • Deliverables include: Audit report, vulnerability assessment, and remediation recommendations.
  • Technical Specifications: Compliance with NIST standards.
  • Work Methodology: [Specify Methodology]
  • Key Milestones: [List Milestones]

The Contractor is responsible for all documentation related to the above-described work. Acceptance testing criteria shall be as described in [Document Name].

2. Service Period and Reporting

• Option A: Fixed Term
  • The term of this Agreement shall commence on [Start Date] and shall continue until [End Date].
• Option B: Project-Based
  • The Agreement shall continue until the completion of the project, estimated to be [Estimated Completion Date].

The Contractor shall provide weekly progress updates to the Client via [Communication Method, e.g., Email]. A bug tracker shall be maintained by the contractor, utilizing the [Bug Tracker Name] platform. Post-implementation support shall be provided for a period of [Number] days following final delivery.

3. Location and Modality of Work

• Option A: Remote Work
  • The Contractor shall perform the services remotely.
• Option B: On-Site Work
  • The Contractor shall perform the services on-site at the Client's facilities located at [Client Address]. Access protocols are described in [Document Name].
• Option C: Hybrid Arrangement
  • The Contractor shall perform the services both remotely and on-site as required.

The Contractor shall use [Contractor Owned/Client Owned] equipment to perform the services. All system access will comply with [Company Name]'s security requirements. The Contractor is responsible for compliance with all local Texas business facility regulations.

4. Payment Terms

The Client shall compensate the Contractor as follows:

• Option A: Hourly Rate
  • The Contractor shall be paid at an hourly rate of [Hourly Rate].
• Option B: Per Deliverable
  • The Contractor shall be paid [Amount] per deliverable as defined in Section 1.
• Option C: Flat Fee
  • The Contractor shall be paid a flat fee of [Amount] for the entire project.

Invoices shall be submitted by the Contractor to the Client on a [Frequency, e.g., Weekly, Monthly] basis and shall include a detailed breakdown of services rendered. Payment shall be made within [Number] days of receipt of invoice. Contractor is responsible for all federal and Texas state taxes, including Texas Franchise Tax, if applicable. Texas has no state personal income tax. Reimbursable expenses are defined as [List of Reimbursable Expenses]. Late payment penalties shall be [Late Payment Penalty], in accordance with Texas finance laws.

5. Confidentiality and Data Security

The Contractor acknowledges that they may have access to confidential information of the Client. The Contractor shall maintain the confidentiality of all such information and shall not disclose it to any third party. This includes compliance with Texas-specific privacy requirements and relevant federal IT security standards. The Contractor will utilize best practices for safeguarding confidential data, including encryption, network security, and secure storage.

6. Intellectual Property

All work products, including source code, documentation, deliverables, inventions, and related data, created under this Agreement shall be considered "work made for hire" under Texas law and shall be owned exclusively by the Client.

• Exception: Contractor's Pre-Existing Intellectual Property
  • The Client acknowledges that the Contractor may utilize pre-existing intellectual property in the performance of the services. Such pre-existing intellectual property shall remain the property of the Contractor.
• Exception: Open-Source Code
  • Any open-source code incorporated into the work product shall be subject to the terms of the applicable open-source license.

7. Non-Compete/Non-Solicitation

The Contractor agrees not to compete with the Client or solicit the Client's employees or customers for a period of [Number] years following the termination of this Agreement within a [Radius in Miles] radius of [City, State]. This clause is narrowly tailored in accordance with Texas law.

8. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client. The Contractor is responsible for all of their own taxes, insurance, and professional licensing as required by Texas law. Contractor acknowledges the Texas Workforce Commission’s guidelines and DOL standards impacting misclassification liability.

9. Insurance Requirements

The Contractor shall maintain the following insurance policies:

• Professional Liability Insurance: [Coverage Amount]
• Cyber Risk Insurance: [Coverage Amount]

Proof of coverage shall be provided to the Client upon request and must comply with Texas requirements.

10. Liability and Indemnification

The Contractor shall be liable for any damages caused by their negligence or willful misconduct. The Contractor shall indemnify and hold harmless the Client from any claims arising out of the Contractor's performance of this Agreement, within Texas legal limits.

11. Termination

• Option A: Termination for Cause
  • Either party may terminate this Agreement for cause upon [Number] days written notice.
• Option B: Termination for Convenience
  • Either party may terminate this Agreement for convenience upon [Number] days written notice.

Upon termination, the Contractor shall deliver all unfinished work and return all Client property. Final payment shall be made within [Number] days of termination.

12. Amendment

This Agreement may be amended only in writing, signed by both parties.

13. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Venue for any disputes shall be in [County Name] County, Texas. Preferred dispute resolution process shall be [Negotiation, Mediation, Arbitration, or Litigation].

14. Compliance Warranties

The Contractor and Client shall comply with all applicable Texas, federal, and industry-specific laws and regulations. Contractor shall maintain any required professional or business licenses with the Texas Secretary of State, if applicable.

15. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to a force majeure event, including but not limited to power outages, cyberattacks, and severe weather events common in Texas.

16. Severability

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

17. Notices

All notices under this Agreement shall be in writing and shall be sent to the addresses listed above, via [Acceptable Communication Methods, e.g., Email, Certified Mail].

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]