Vermont independent contractor agreement template

Vermont Independent Contractor Agreement

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

[Client Name], located at [Client Address] (“Client”), and

[Independent Contractor Name], located at [Independent Contractor Address] (“Independent Contractor”).

Scope of Services

Option A: General Description

The Independent Contractor will perform the following services: [Description of Services].

Option B: Project-Based

The Independent Contractor will complete the following project: [Project Name].

• Task Descriptions:
  • [Task 1 Description]
  • [Task 2 Description]
• Objectives: [Project Objectives]
• Expected Outcomes: [Expected Outcomes]
• Milestones: [List of Milestones with Deadlines]
• Deadlines: [Overall Project Deadline]
• Deliverable Format: [Format of Deliverables, e.g., Word Document, PDF, Source Code]

Option C: Retainer

The Independent Contractor will be available for consultation and services up to [Number] hours per [Week/Month] on an as-needed basis. Specific tasks will be assigned by Client.

Work Location and Expenses

Option A: Work Location

• The work will be performed:
• Remotely.
• Onsite at [Client's Location].
• Both remotely and onsite as needed.

Option B: Expenses

• Expenses for:
• Travel are/are not reimbursable.
• Materials are/are not reimbursable.
• Equipment are/are not reimbursable.

Reimbursement requires prior written approval from the Client and submission of receipts.

Independent Contractor Status

The Independent Contractor is an independent contractor and not an employee of the Client.

The Independent Contractor is responsible for their own taxes (federal, state, and local).

The Independent Contractor is not entitled to employee benefits, including, but not limited to, health insurance, paid time off, or retirement plans.

The Independent Contractor is not covered by Client’s unemployment insurance or workers’ compensation.

Option A: Limited Benefits

Notwithstanding the above, the Client will provide [Specific Benefit, e.g., access to Client's gym].

Payment Terms

Option A: Hourly Rate

The Independent Contractor will be paid at a rate of [Hourly Rate] per hour.

Option B: Per Project

The Independent Contractor will be paid a fixed fee of [Project Fee] for the completed project.

Option C: Retainer

The Independent Contractor will be paid a retainer fee of [Retainer Fee] per [Week/Month].

Option D: Commission

The Independent Contractor will be paid a commission of [Commission Percentage]% on [Specify Basis for Commission, e.g., Sales Revenue].

Invoicing: The Independent Contractor will submit invoices [Frequency, e.g., weekly, bi-weekly, monthly] to [Client Contact for Invoices].

• Invoices must include: [Required Information, e.g., date, hours worked, description of services, invoice number].

Payment Due Date: Payments are due within [Number] days of receipt of invoice.

Late Payment Penalty: A late payment penalty of [Percentage]% per month will be applied to overdue amounts.

Method of Payment: Payments will be made via:

• Check.
• Direct deposit.
• Online platform (specify: [Platform Name]).

Term and Termination

Term: This Agreement will begin on [Start Date] and will:

• End on [End Date].
• Continue until terminated as provided herein.

Termination for Cause: Either party may terminate this Agreement for cause upon [Number] days' written notice if the other party breaches a material term of this Agreement.

Termination for Convenience:

• Option A: Client

Client may terminate this Agreement for convenience upon [Number] days' written notice to the Independent Contractor.

• Option B: Independent Contractor

Independent Contractor may terminate this Agreement for convenience upon [Number] days' written notice to the Client.

Upon termination, all outstanding amounts owed to the Independent Contractor will be paid within [Number] days.

The Independent Contractor will return all Client property upon termination.

Tax Obligations

The Independent Contractor is responsible for all federal, state (including Vermont), and local taxes, including self-employment taxes.

The Client will not withhold income or employment taxes from payments to the Independent Contractor.

The Independent Contractor will provide the Client with a completed IRS Form W-9.

The Independent Contractor acknowledges their responsibility to comply with Vermont tax regulations related to independent contractors.

Intellectual Property

Option A: Work for Hire

All inventions, works, and deliverables created by the Independent Contractor under this Agreement are considered “works made for hire” and are owned by the Client.

Option B: Contractor IP

The Independent Contractor retains ownership of all intellectual property created under this Agreement, but grants the Client a [Type of License, e.g., perpetual, irrevocable, non-exclusive] license to use the deliverables.

Pre-existing IP: The Independent Contractor retains ownership of any pre-existing intellectual property.

Confidentiality

The Independent Contractor will protect the Client’s confidential and proprietary information during and after the term of this Agreement.

Duration: This confidentiality obligation will continue for [Number] years after the termination of this Agreement.

Exclusions: This obligation does not apply to information that is publicly available or rightfully received from a third party.

Non-Solicitation and Non-Competition

Option A: Non-Solicitation

During the term of this Agreement and for [Number] months after termination, the Independent Contractor will not solicit the Client’s customers or employees.

Option B: Non-Competition

During the term of this Agreement and for [Number] months after termination, the Independent Contractor will not engage in any business that competes with the Client within [Geographic Area].

Note: Enforceability of non-compete clauses in Vermont is limited and depends on specific circumstances. This clause should be carefully reviewed by legal counsel.

Representations and Warranties

The Independent Contractor represents and warrants that they are qualified to perform the services under this Agreement.

The Independent Contractor represents and warrants that they possess all necessary licenses and permits, including [List specific Vermont licenses if any], to perform the services.

The Independent Contractor represents and warrants that all work produced under this Agreement will be original and will not infringe on the rights of any third party.

Indemnification and Limitation of Liability

The Independent Contractor will indemnify and hold harmless the Client from any claims arising out of the Independent Contractor’s performance under this Agreement.

The Client will indemnify and hold harmless the Independent Contractor from any claims arising out of the Client’s negligence or willful misconduct.

Limitation of Liability: In no event will either party be liable for consequential, incidental, or indirect damages.

Compliance with Laws

The Independent Contractor will comply with all applicable federal, state (including Vermont), and local laws and regulations.

This includes, but is not limited to, Vermont’s criteria for determining independent contractor status.

Dispute Resolution

Option A: Mediation

Any disputes arising under this Agreement will be resolved through mediation in [City, State].

Option B: Arbitration

Any disputes arising under this Agreement will be resolved through binding arbitration in [City, State].

Option C: Litigation

Any disputes arising under this Agreement will be resolved in the courts of [County], Vermont.

Governing Law: This Agreement will be governed by and construed in accordance with the laws of the State of Vermont.

Notice

All notices under this Agreement must be in writing and delivered to the addresses listed above.

Notices may be sent by:

• Certified mail, return receipt requested.
• Email (with confirmation of receipt).

Notice is effective upon receipt.

Insurance

The Independent Contractor will maintain the following insurance coverage: [List Required Coverage, e.g., Liability Insurance, Professional Indemnity Insurance] with a minimum coverage of [Amount].

The Independent Contractor will provide the Client with a certificate of insurance upon request.

Option A: Waiver

The Client waives the requirement for the Independent Contractor to maintain insurance coverage.

Assignment and Subcontracting

The Independent Contractor may not assign this Agreement without the prior written consent of the Client.

The Independent Contractor may:

• Subcontract portions of the work with the prior written approval of the Client.
• Not subcontract any work related to this agreement.

The Independent Contractor is responsible for ensuring that any subcontractors comply with the terms of this Agreement.

Entire Agreement

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

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.

Signatures

[Client Name]

By: [Client Signature]

Printed Name: [Client Printed Name]

Title: [Client Title]

Date: [Date]

[Independent Contractor Name]

By: [Independent Contractor Signature]

Printed Name: [Independent Contractor Printed Name]

Date: [Date]

Vermont-Specific Disclosures

The parties acknowledge that the determination of independent contractor status in Vermont is subject to the “ABC test.”

[ ] The Independent Contractor acknowledges their right to file for workers’ compensation exemption, if applicable, according to Vermont law.

The parties agree to comply with the Vermont Fair Employment Practices Act, prohibiting discrimination.