Vermont maintenance independent contractor agreement template

Vermont Maintenance Independent Contractor Agreement

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

[Client Name], residing at [Client Address], hereinafter referred to as "Client," and

[Contractor Name], residing at [Contractor Address], hereinafter referred to as "Contractor."

Client Contact Information:

• Name: [Client Contact Name]
• Phone: [Client Phone Number]
• Email: [Client Email Address]

Contractor Contact Information:

• Name: [Contractor Contact Name]
• Phone: [Contractor Phone Number]
• Email: [Contractor Email Address]

1. Scope of Services

The Contractor agrees to perform the following maintenance services (the "Services") for the Client:

• Option A: Comprehensive Maintenance
  • A detailed description of all maintenance services to be performed is attached as Exhibit A. This includes, but is not limited to: [List Covered Tasks. Be Specific.]
• Option B: Limited Maintenance
  • The Contractor will only provide the following specific services: [List Specific Tasks. Be Specific.] Services outside of this list require separate written agreement.
• Excluded Services: The following services are specifically excluded from this Agreement: [List Excluded Tasks. Be Specific.]
• Response Times:
  • Regular Maintenance: [Specify Response Time, e.g., Within 2 business days]
  • Emergency Maintenance: [Specify Response Time, e.g., Within 2 hours]
• Schedule:
  • Regular Schedule: [Specify Schedule, e.g., Weekly, Monthly, Quarterly]
  • On-Call Schedule: [Specify On-Call Availability, e.g., 24/7, Weekdays Only]
• Client Responsibilities: The Client is responsible for providing:
  • Access to the property.
  • Utilities needed to perform the services.
• Contractor Responsibilities: The Contractor is responsible for providing:
  • All necessary tools and equipment (unless otherwise specified).
  • All necessary materials (unless otherwise specified).
• Service Standards: All Services must be performed in accordance with industry best practices and all applicable Vermont regulations.
• Performance Metrics: The performance of the Services will be evaluated based on: [List Performance Metrics, e.g., Completion rate, response time, client satisfaction]

2. Location of Services

The Services will be performed at the following location(s):

• [Property Address 1]
• [Property Address 2 (if applicable)]
• On-site presence is required: [Specify On-Site Requirements, e.g., Daily, Weekly]
• Parking: [Specify Parking Arrangements]
• Building Access: [Specify Building Access Procedures]
• Property Rules: The Contractor agrees to adhere to all property-specific rules and Vermont safety codes.

3. Term and Termination

• The term of this Agreement shall commence on [Start Date] and shall continue until [End Date].
• Option A: Renewal
  • This Agreement will automatically renew for additional [Number] year(s) unless either party provides written notice of termination at least [Number] days prior to the expiration date.
• Option B: No Renewal
  • This Agreement will not automatically renew.
• Termination for Cause: Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement.
• Termination for Convenience: Either party may terminate this Agreement upon [Number] days written notice to the other party.
• Obligations Upon Termination: Upon termination, the Contractor shall:
  • Return all Client property.
  • Provide transitional support as reasonably requested by the Client.
  • Submit a final invoice for all Services performed up to the date of termination.

4. Compensation

The Client shall compensate the Contractor for the Services as follows:

• Option A: Hourly Rate
  • The Contractor shall be paid at an hourly rate of [Dollar Amount] per hour.
• Option B: Flat Rate
  • The Contractor shall be paid a flat rate of [Dollar Amount] per [Time Period, e.g., week, month].
• Option C: Per Task
  • The Contractor shall be paid [Dollar Amount] per task, as detailed in Exhibit B.
• Payment Schedule: Payments will be made [Payment Schedule, e.g., weekly, monthly, upon completion of each task].
• Invoice Submission: The Contractor shall submit invoices to the Client [Invoice Submission Details, e.g., monthly, by email].
• Sales Tax: [Specify whether Vermont sales tax applies and who is responsible]. Contractor is responsible for all applicable Vermont sales taxes.
• Reimbursement: The Client shall reimburse the Contractor for reasonable travel and material expenses, not to exceed [Dollar Amount] without prior written approval.
• Late Payment Interest: Late payments shall accrue interest at a rate of [Percentage] per month, or the maximum rate allowed by Vermont law, whichever is lower.
• Vermont Tax Compliance: The Contractor is responsible for all applicable federal and Vermont state taxes. Completion of Vermont Form W-9 is required.

5. Independent Contractor Status

The Contractor is an independent contractor and not an employee, agent, or partner of the Client. This Agreement shall be interpreted consistent with Vermont law regarding independent contractor classification, including the "ABC Test" administered by the Vermont Department of Labor. The Contractor is solely responsible for:

• All federal and Vermont state taxes, including estimated taxes.
• Workers' compensation insurance (if required by Vermont law or if the Contractor hires subcontractors).
• Social Security and unemployment insurance.
• The Contractor is not entitled to any employee benefits from the Client.
• Non-Exclusivity: This is a non-exclusive agreement. The Contractor is free to provide services to other clients.

6. Tools, Equipment, and Materials

• Option A: Contractor Provided
  • The Contractor shall provide all tools, equipment, and materials necessary to perform the Services.
• Option B: Client Provided
  • The Client shall provide all tools, equipment, and materials necessary to perform the Services.
• Insurance: The Contractor shall maintain insurance for all Contractor-owned equipment.
• Safety Standards: The Contractor shall maintain all tools and equipment in a safe working condition and shall comply with all applicable safety standards.
• Environmentally Acceptable Supplies: The Contractor shall use environmentally acceptable supplies in accordance with Vermont regulations.

7. Insurance

The Contractor shall maintain the following insurance coverage:

• Liability Insurance: [Dollar Amount] per occurrence.
• General Commercial Liability Insurance: [Dollar Amount] per occurrence.
• Property Damage Insurance: [Dollar Amount] per occurrence.
• Workers' Compensation Insurance: As required by Vermont law (if applicable).
• Additional Insured: The Client shall be named as an additional insured on all liability insurance policies.
• Certificate of Insurance: The Contractor shall provide the Client with certificates of insurance evidencing the required coverage.

8. Confidentiality

The Contractor agrees to hold all Client information, security codes, maintenance records, and other confidential information in strict confidence and shall not disclose such information to any third party without the Client's prior written consent. This includes compliance with Vermont-specific privacy requirements.

9. Intellectual Property

• Option A: Client Ownership
  • All intellectual property rights in any work product or reports created by the Contractor in connection with the Services shall be owned by the Client. This includes maintenance logs, manuals, and technical documentation.
• Option B: Contractor Ownership
  • The Contractor shall retain all intellectual property rights in any work product or reports created by the Contractor in connection with the Services.

10. Subcontracting

The Contractor shall not delegate or subcontract any of the Services without the Client's prior written consent, as required under Vermont law for independent contractor relationships.

11. Indemnification and Limitation of Liability

The Contractor agrees to indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to the Contractor's performance of the Services. The limitation of liability will be subject to Vermont standards for indemnity agreements.

12. Regulatory and Permitting Requirements

The Contractor is responsible for complying with all applicable Vermont regulatory and permitting requirements, including:

• Local building codes.
• Health and safety standards.
• Required state licenses.
• Environmental regulations, including hazardous material handling and disposal.
• Vermont workplace safety laws (e.g., OSHA and Vermont Occupational Safety and Health Administration).

13. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• First, the parties shall attempt to resolve the dispute through negotiation.
• If negotiation fails, the parties shall attempt to resolve the dispute through mediation.
• If mediation fails, the parties shall attempt to resolve the dispute through Vermont-specific arbitration.
• Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont. Exclusive venue for any litigation shall be in the courts of Vermont.

14. Representations and Warranties

The Contractor represents and warrants that:

• The Contractor has the legal right to perform maintenance in Vermont.
• The Contractor possesses all necessary licenses and certifications.
• The Contractor is in good standing with all applicable tax and labor authorities.
• The Contractor will comply with all applicable Vermont and local laws.

15. Non-Solicitation/Non-Compete (Optional)

• Option A: Non-Solicitation
  • The Contractor agrees not to solicit any of the Client's employees or customers during the term of this Agreement and for a period of [Number] year(s) following the termination of this Agreement.
• Option B: Non-Compete
  • The Contractor agrees not to engage in any business that is competitive with the Client's business within a [Number] mile radius of the Client's business location for a period of [Number] year(s) following the termination of this Agreement, noting enforcement limitations under Vermont law.
• Option C: No Restriction
  • There is no non-solicitation or non-compete agreement.

16. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, civil unrest, labor disputes, or severe weather or natural disasters affecting service delivery in Vermont.

17. Amendment and Waiver

This Agreement may be amended only by a written instrument signed by both parties, as required by Vermont contract law. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party waiving the provision.

18. 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 email to the following addresses:

• To the Client: [Client Notice Address]; [Client Notice Email Address]
• To the Contractor: [Contractor Notice Address]; [Contractor Notice Email Address]

19. 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, integrating Vermont's parol evidence rules.

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

____________________________

[Client Name]

____________________________

[Client Title]

Date: ______________________

____________________________

[Contractor Name]

____________________________

[Contractor Title]

Date: ______________________