Utah independent contractor agreement template

Utah Independent Contractor Agreement

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

[Company Name], with a business address at [Company Address], and a Tax Identification Number (EIN) of [Company EIN], hereinafter referred to as "Client,"

[Contractor Name], with a business address at [Contractor Address], and a Tax Identification Number (EIN or SSN) of [Contractor TIN], hereinafter referred to as "Contractor."

Contractor's legal entity status (if applicable): [Contractor Legal Entity Status]

• Option A: Individual
• Option B: Limited Liability Company (LLC)
• Option C: Corporation

1. Description of Services

Contractor agrees to perform the following services for Client: [Description of Services].

• Details of Contractor’s duties: [Contractor's Duties]
• Specific deliverables: [Specific Deliverables]
• Quality standards: [Quality Standards]
• Timelines: [Project Timelines]
• Reporting requirements: [Reporting Requirements]
• Work location: [Work Location]
  • Option A: On-site at [Client Address]
  • Option B: Remote
  • Option C: Various locations as required
• Description Type:
  • Option A: One-time Project
  • Option B: Ongoing Service Provision
  • Option C: Project Milestones

2. Term and Duration

This Agreement shall commence on [Start Date] and shall continue:

• Option A: For a fixed term ending on [End Date].
  • Renewal Option: [Renewal Option Details]
• Option B: On a project-based arrangement until completion of [Project Name].
• Option C: Indefinitely until terminated as provided herein.

Early Termination:

• Option A: Client may terminate this agreement with [Number] days written notice.
• Option B: Either party may terminate this agreement with [Number] days written notice.
• Option C: The agreement may only be terminated with just cause.

3. Compensation

Client shall compensate Contractor as follows:

• Payment Amount: [Payment Amount]
  • Option A: Fixed fee of [Dollar Amount]
  • Option B: Hourly rate of [Dollar Amount] per hour
  • Option C: Per project fee of [Dollar Amount]
  • Option D: Milestone payments as outlined in Appendix A.
  • Option E: Commission based on [Commission Details].
• Payment Method:
  • Option A: Check
  • Option B: ACH transfer
  • Option C: Wire transfer
• Payment Schedule:
  • Option A: Weekly
  • Option B: Bi-weekly
  • Option C: Monthly
  • Option D: Upon invoice
  • Option E: Upon milestone acceptance
• Payment Deadline: [Number] days from invoice date.
• Reimbursement of Expenses: [Expense Reimbursement Details]
  • Option A: Client will reimburse pre-approved business expenses.
  • Option B: Client will not reimburse expenses.
• Invoice Requirement: Contractor must submit invoices to [Invoice Submission Details].

4. Independent Contractor Status

Contractor is an independent contractor of Client, and nothing in this Agreement shall be construed to create an employer-employee relationship.

• No employee benefits: Contractor is not entitled to any employee benefits, including but not limited to health insurance, retirement plans, vacation, paid time off, unemployment benefits, or workers' compensation, unless required by law.
• Tax Responsibility: Contractor is responsible for all federal and state taxes and withholdings.
  • Option A: Contractor shall indemnify Client for any tax liabilities arising from this relationship.
• Unemployment/Insurance: Contractor is not eligible for unemployment or employer-sponsored insurance through Client.
• Include Explanatory Clauses:
  • Option A: Include Explanatory Clauses
  • Option B: Exclude Explanatory Clauses

5. Equipment, Tools, Materials, Licenses, and Insurance

Contractor shall provide all equipment, tools, and materials necessary to perform the services.

• Licenses: Contractor is responsible for maintaining all required licenses.
• Insurance: Contractor shall maintain the following insurance coverage:
  • Option A: Professional Liability Insurance with minimum coverage of [Dollar Amount].
  • Option B: General Liability Insurance with minimum coverage of [Dollar Amount].
  • Option C: Other: [Other Insurance Details]
• Certificate of Insurance:
  • Option A: Contractor must provide a certificate of insurance to Client.
  • Option B: Contractor is not required to provide a certificate of insurance.

6. Work Product Ownership and Intellectual Property

Ownership of work product and intellectual property created under this Agreement shall be as follows:

• Option A: Work for Hire: All work product shall be considered "work for hire" and owned by Client.
• Option B: Assignment of Rights: Contractor assigns all rights to the work product to Client.
• Option C: Exceptions for Pre-existing IP: Contractor retains ownership of pre-existing IP.
• Option D: Contractor retains IP ownership and grants Client a license to use.
  • License Details: [License Details]

7. Confidentiality and Non-Disclosure

Contractor shall maintain the confidentiality of Client's confidential information.

• Trade Secrets Protection: Contractor shall protect Client's trade secrets.
• Duration of Confidentiality:
  • Option A: During and after the engagement.
  • Option B: For [Number] years after the engagement.
• Permissible Use of Client Data: [Permissible Use Details]
• Exclusion Clauses:
  • Option A: Exclude public domain information.
  • Option B: Exclude prior knowledge.
  • Option C: Exclude disclosure required by law.

8. Restrictive Covenants

Contractor agrees to the following restrictive covenants:

• Non-Compete:
  • Option A: Contractor shall not compete with Client within [Geography] for [Number] years.
• Non-Solicitation: Contractor shall not solicit Client's clients, customers, or employees.
• Non-Interference: Contractor shall not interfere with Client's business relationships.
• Include/Remove Clauses:
  • Option A: Include Restrictive Covenants.
  • Option B: Remove Restrictive Covenants.

9. Termination

This Agreement may be terminated as follows:

• Grounds for Termination:
  • Option A: By either party with cause.
  • Option B: By either party without cause.
• Notice Period:
  • Option A: Immediate termination.
  • Option B: [Number] days written notice.
• Post-Termination Duties:
  • Return of Property: Contractor shall return all Client property.
  • Final Payments: Client shall make final payments.
  • Non-Disparagement: Both parties shall refrain from disparaging the other.
• Severance/Assistance:
  • Option A: Severance or transition assistance will be provided.
  • Option B: No severance or transition assistance will be provided.
• Outstanding Fees/Work: [Procedure for Resolving Outstanding Fees]

10. Dispute Resolution

Any disputes arising under this Agreement shall be resolved as follows:

• Option A: Mandatory Mediation
• Option B: Binding Arbitration (per AAA rules)
• Option C: Non-Binding Arbitration (per JAMS rules)
• Jurisdiction and Venue: Utah state or federal courts.
• Choice of Law: This Agreement shall be governed by the laws of the State of Utah.

11. Representations and Warranties

Contractor represents and warrants the following:

• Legal Eligibility: Legal eligibility to work in the U.S.
• Professional Qualifications: Possesses the necessary professional qualifications.
• Licensure: Holds all required licenses.
• Absence of Conflicting Obligations: No conflicting obligations that would prevent performance.
• Lawful Conduct: Will conduct services in a lawful manner.
• Compliance with Laws: Will comply with all applicable Utah and federal laws and regulations.
• Industry/Project Specific Representations: [Industry/Project Specific Representations]

12. Indemnification and Liability

Each party shall indemnify and hold harmless the other party from:

• Third-Party Claims: Claims arising from acts, omissions, or breach.
• Damages/Losses: Damages or losses arising from acts, omissions, or breach.
• Insurance Requirements: Compliance with insurance requirements.
• Limitations of Liability: [Limitations of Liability Details]
  • Option A: Mutual Indemnification
  • Option B: Unilateral Indemnification

13. State-Specific and Federal Compliance

This Agreement is subject to the following compliance statements:

• Worker Classification: Contractor meets the criteria for independent contractor status per IRS, DOL, and Utah Department of Workforce Services guidelines.
• EEO and Anti-Discrimination: Adherence to Equal Employment Opportunity (EEO) and anti-discrimination laws.
  • Detailed Clauses: [Detailed Clauses Regarding EEO]
• Unemployment Insurance, Workers’ Compensation: Contractor is not a covered employee under Utah’s unemployment insurance, workers’ compensation, or other state wage laws (unless legally required due to misclassification).

14. Conflict of Interest

Contractor shall disclose any outside business interests that may interfere with contractual obligations.

• Prohibitions/Disclosures: [Details Regarding Conflict of Interest Handling]

15. Recordkeeping and Audit Rights

Client shall have the right to:

• Document Retention: Require document retention.
• Inspection Access: Inspect documents.
• Right to Withhold Payment: Withhold payment pending review.
• Waiver/Limitation Provisions: [Details Regarding Waiver/Limitation of Audit Rights]

16. Assignment and Subcontracting

Assignment and subcontracting are permitted as follows:

• Contractor may: [Assignment/Subcontracting Details]
  • Delegate work
  • Assign the contract
  • Engage sub-contractors
• Consent Requirements: [Consent Requirements for Assignment/Subcontracting]

17. Contract Modification and Amendment

Any changes to this Agreement must be in writing and signed by both parties.

• Amendment Procedures: [Amendment Procedures]
  • Option A: Amendments by email are permitted.
  • Option B: Digital signatures are permitted.

18. Force Majeure

Neither party shall be liable for delays or failures to perform due to unforeseen events.

19. Severability

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

20. Entire Agreement (Integration)

This Agreement constitutes the entire agreement between the parties and supersedes all prior understandings.

• Counterparts Clause: [Counterparts Clause Details]
• Electronic Signature: [Electronic Signature Details]

21. Miscellaneous

• Waiver: Failure to enforce a provision is not a waiver.
• Governing Law and Jurisdiction: This Agreement shall be governed by the laws of the State of Utah, and any legal action shall be brought in the state or federal courts located therein.
• Notice: [Notice Procedures - Addresses and Methods]
• Headings: Headings are for convenience only.
• Interpretation Rules: [Interpretation Rules]

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

_______________________________

[Client Printed Name]

[Client Title]

[Date]

_______________________________

[Contractor Printed Name]

[Contractor Title]

[Date]

Witness: (Optional)

_______________________________

[Witness Name]

Notary: (Optional)

_______________________________

[Notary Information]