Vermont IT independent contractor agreement template

Vermont IT Independent Contractor Agreement

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

[Client Name/Company Name], residing/with a principal place of business at [Client Address], and registered in Vermont as [Vermont Business Entity Type, e.g., LLC, Corp], with Vermont Secretary of State ID [Vermont Secretary of State ID Number] (the "Client").

[Contractor Name/Company Name], residing/with a principal place of business at [Contractor Address], and registered in Vermont as [Vermont Business Entity Type, e.g., LLC, Corp], with Vermont Secretary of State ID [Vermont Secretary of State ID Number] (the "Contractor").

Description of Services

Option A: The Contractor shall provide the following IT services to the Client: [Detailed description of services, including deliverables, technical specifications, performance metrics, milestones, acceptance criteria, and reporting frequency. Examples: Software development, systems integration, cybersecurity assessments, network setup, database management, technical consulting, application maintenance, cloud migration].

Option B: The Contractor shall provide the IT services as detailed in Exhibit A, attached hereto and incorporated by reference.

Work Location, Data Handling, and Security

Option A: The work shall be performed [Remote/On-site at [Vermont Business Address]/Hybrid].

Option B: The Contractor shall adhere to the Client's cybersecurity protocols and data handling requirements as outlined in Exhibit B, attached hereto and incorporated by reference, which include compliance with Vermont's data breach notification statutes. Specific requirements include: [List specific data handling and security requirements].

Compensation

Option A: The Client shall pay the Contractor at an hourly rate of [Hourly Rate].

Option B: The Client shall pay the Contractor a fixed fee of [Fixed Fee Amount] for the completion of the services described in Section 1.

Option C: The Client shall pay the Contractor according to the schedule outlined in Exhibit C, attached hereto and incorporated by reference, which specifies payments per deliverable.

The Client shall reimburse the Contractor for pre-approved business expenses, including travel within Vermont, in accordance with the Client's expense reimbursement policy.

Late payment penalties shall be assessed at a rate of [Interest Rate]% per month, compliant with Vermont’s usury and contract law. The Contractor is responsible for paying all applicable Vermont state income tax, self-employment tax, and sales and use tax on services as defined under Vermont law.

Intellectual Property Ownership

Option A: All work product created by the Contractor under this Agreement shall be considered work-for-hire, and all intellectual property rights shall be assigned to the Client.

Option B: The Client shall own all right, title, and interest in the deliverables, except that the Contractor retains ownership of background IP, as specifically defined in Exhibit D. The Contractor grants the Client a non-exclusive license to use the Contractor’s background IP solely as incorporated into the deliverables.

Confidentiality and Data Security

Option A: The Contractor shall maintain the confidentiality of all Client information and data, and comply with Vermont-specific consumer data protection regulations.

Option B: The Contractor shall adhere to the confidentiality and data security provisions outlined in Exhibit E, attached hereto and incorporated by reference. This includes immediate notification to the Client within timelines mandated by Vermont law in the event of any data security incident.

Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client. The Contractor is not entitled to any benefits, including unemployment or workers’ compensation coverage. The Contractor shall provide evidence of business registration (if operating as an LLC or corporation) and appropriate insurance (e.g., professional liability/cyber insurance) as required by Vermont statutes or Client policy.

Compliance with Laws

The Contractor shall comply with all Vermont state and U.S. federal laws applicable to IT services, including anti-spam, export control, cybersecurity, and accessibility regulations.

Liability and Indemnification

Option A: The Contractor shall be liable for any damages caused by their professional negligence. The Client agrees to indemnify and hold harmless the Contractor from any claims arising from the Client's use of the work product.

Option B: The Contractor's liability shall be limited to the total amount paid by the Client to the Contractor under this Agreement. The parties agree to mutual indemnification as described in Exhibit F, attached hereto and incorporated by reference.

Contract Modification, Assignment, and Subcontracting

This Agreement may be modified only by a written instrument signed by both parties. The Contractor may not assign this Agreement without the Client's prior written consent. Subcontracting is [Permitted/Not Permitted] [with/without] the Client’s written consent.

Term and Termination

This Agreement shall commence on [Start Date] and shall continue until [End Date], unless terminated earlier as provided herein.

Either party may terminate this Agreement with [Number] days written notice.

The Client may terminate this Agreement immediately upon written notice if the Contractor breaches any material term of this Agreement and fails to cure such breach within [Number] days after written notice of the breach. Upon termination, the Contractor shall return all Client materials and certify data destruction.

Dispute Resolution

The parties shall attempt to resolve any disputes through good faith negotiation. If negotiation fails, the parties agree to submit the dispute to mediation or arbitration within Vermont. This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont. The exclusive jurisdiction for any legal action shall be the courts of Vermont.

Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event.

Conflict of Interest and Non-Solicitation

The Contractor shall avoid any conflicts of interest. The Contractor shall not solicit the Client's employees for a period of [Number] months after the termination of this Agreement.

Compliance Certifications

The Contractor acknowledges familiarity with Vermont state cyber and data protection requirements.

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

[Client Name/Company Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Name/Company Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]

Exhibits (as applicable):

Exhibit A: Detailed Description of Services

Exhibit B: Cybersecurity Protocols and Data Handling Requirements

Exhibit C: Payment Schedule

Exhibit D: Definition of Contractor Background IP

Exhibit E: Confidentiality and Data Security Provisions

Exhibit F: Mutual Indemnification Agreement