Virginia independent contractor agreement template

Virginia Independent Contractor Agreement

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

[Hiring Entity Name], a [Entity Type] with its principal place of business at [Hiring Entity Address], hereinafter referred to as "Client," and

[Independent Contractor Name], residing at [Independent Contractor Address] or doing business as [Independent Contractor Business Name], with a principal place of business at [Independent Contractor Business Address], hereinafter referred to as "Contractor."

Independent Contractor Status

Option A: Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Contractor is solely responsible for all federal, state, and local taxes, and other contributions, including but not limited to self-employment tax, social security, Medicare, state and federal income taxes, state unemployment insurance, and worker's compensation, for themselves and their employees, if any.

Option B: Client shall not withhold any taxes from payments made to the Contractor. Contractor acknowledges they are responsible for paying all applicable taxes on income received under this Agreement.

Option C: Contractor affirms that they have the authority to control and direct the manner and means of performing the services under this Agreement.

Description of Services

Option A: Contractor shall provide the following services to Client: [Detailed Description of Services].

Option B: The deliverables for the services are: [List of Deliverables].

Option C: The timeline for completion of the services is as follows: [Detailed Timeline], with the final deadline being [Final Deadline]. Key milestones include: [List of Milestones]. Deliverables must meet the following standards: [Submission Standards].

Option D: The work location is: [Work Location]. On-site access requirements are: [On-Site Access Requirements].

Term and Termination

Option A: This Agreement shall commence on [Start Date] and shall continue for a term of [Fixed Term Length], expiring on [End Date].

Option B: This Agreement shall commence on [Start Date] and shall continue until completion of the services described in Section 2.

Option C: This Agreement shall commence on [Start Date] and shall continue until terminated by either party as provided herein.

Either party may terminate this Agreement upon [Notice Period] written notice to the other party.

This Agreement may be terminated immediately by either party for cause, including but not limited to [Grounds for Termination for Cause].

Option D: Upon termination, Client shall pay Contractor for all services satisfactorily completed up to the date of termination. All outstanding work product shall be delivered to Client.

Payment

Option A: Client shall pay Contractor a [Payment Amount] [Payment Frequency] based on [Compensation Structure (e.g., hourly, flat fee)]. If the structure is hourly, the rate is [Hourly Rate] per hour.

Option B: Contractor shall submit invoices to Client [Invoicing Schedule]. Invoices must include [Required Invoice Documentation].

Option C: Client shall reimburse Contractor for the following expenses: [List of Reimbursable Expenses], up to a maximum of [Expense Reimbursement Cap], subject to prior written approval by Client.

Option D: If Client disputes an invoice, Client must notify Contractor in writing within [Number] days of receipt. The undisputed portion of the invoice shall be paid according to the payment schedule.

Taxes

Contractor is solely responsible for the payment of all federal, state, and local taxes arising out of or related to the performance of services under this Agreement. Client will not withhold any taxes from payments made to Contractor.

Insurance

Option A: Contractor shall maintain the following insurance coverage: [List of Required Insurance Coverage (e.g., general liability, auto)] with coverage amounts of [Coverage Amounts]. Contractor shall provide Client with proof of insurance upon request.

Option B: [If no Insurance is required, state "Contractor is not required to maintain insurance under this agreement"]

Representations and Warranties

Contractor represents and warrants that:

Contractor has the right to enter into this Agreement and to perform the services contemplated herein.

The services will be performed in a professional and workmanlike manner.

The work product created under this Agreement will be original and does not infringe on the intellectual property rights of any third party.

Contractor shall comply with all applicable laws, rules, and regulations in performing the services.

Intellectual Property

Option A: All work product created by Contractor under this Agreement shall be considered a "work made for hire" and shall be owned exclusively by Client. To the extent any work product is not considered a "work made for hire," Contractor hereby assigns all right, title, and interest in and to such work product to Client.

Option B: Contractor retains ownership of any pre-existing intellectual property. Client shall have a non-exclusive license to use such pre-existing intellectual property to the extent necessary to utilize the work product created under this Agreement.

Option C: Upon completion of the services, Contractor shall deliver all work product to Client.

Confidentiality

Contractor shall maintain the confidentiality of all confidential information of Client. "Confidential Information" includes, but is not limited to, [Definition of Confidential Information].

This confidentiality obligation shall continue during and after the term of this Agreement.

The confidentiality obligations do not apply to information that is [Exclusions to Confidentiality (e.g., publicly available)].

In the event of a breach of this confidentiality provision, Client shall be entitled to [Remedies for Breach of Confidentiality (e.g., injunctive relief, damages)].

Non-Solicitation (Optional)

Option A: During the term of this Agreement and for a period of [Non-Solicitation Period] following termination, Contractor shall not solicit, directly or indirectly, any employees or customers of Client.

Option B: [Clause is omitted]

Non-Compete (Optional - subject to VA law and enforceability limitations)

Option A: During the term of this Agreement and for a period of [Non-Compete Period] following termination, Contractor shall not engage in any business that competes with the business of Client within [Geographic Scope]. Note: Enforceability of non-compete clauses in Virginia may be limited, particularly for low-wage workers (Va. Code Ann. § 40.1-28.7:8).

Option B: [Clause is omitted]

Independent Contractor Relationship

The parties acknowledge and agree that this Agreement creates an independent contractor relationship and not an employment relationship. Contractor is solely responsible for all costs, tools, equipment, and methods of work.

Contractor has no authority to bind Client to any agreements or obligations.

Certificates, Licenses, and Permits

Contractor is responsible for obtaining and maintaining all necessary certificates, licenses, and permits required to perform the services under this Agreement, including but not limited to [List of Certificates, Licenses, and Permits].

Assignment and Subcontracting

Option A: Contractor may not assign this Agreement or subcontract any of the services without the prior written consent of Client.

Option B: Contractor may subcontract portions of the work, provided that Contractor remains fully responsible for the performance of all subcontractors.

Records Retention and Audit Rights (Optional)

Option A: Contractor shall maintain accurate records of all services performed and expenses incurred under this Agreement for a period of [Record Retention Period]. Client shall have the right to audit such records upon reasonable notice.

Option B: [Clause is omitted]

Conflict of Interest and Exclusivity

Option A: Contractor is free to perform services for other clients, provided that such services do not create a conflict of interest with Client's business. Contractor shall disclose any potential conflicts of interest to Client.

Option B: Contractor shall not perform services for any other clients during the term of this agreement without the express written permission of Client.

Option C: Upon termination of this Agreement, Contractor shall return all property belonging to Client.

Notices

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 reputable overnight courier service to the addresses set forth above.

Dispute Resolution

Option A: The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.

Option B: If negotiation fails, the parties shall submit the dispute to mediation in [City, State] before resorting to litigation.

Option C: Any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.

Option D: Any legal suit, action or proceeding arising out of or relating to this Agreement shall be instituted in the federal or state courts located in [City, Virginia].

This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles.

Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent such failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, natural disaster, or government regulation.

Indemnification

Contractor shall indemnify and hold harmless Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Contractor's performance of services under this Agreement.

Limitation of Liability

In no event shall Client be liable to Contractor for any indirect, incidental, special, or consequential damages arising out of or relating to this Agreement, even if Client has been advised of the possibility of such damages. Client's total liability to Contractor shall not exceed the total amount paid to Contractor under this Agreement.

Severability

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

Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

Integration/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.

Amendment

This Agreement may be amended only by a written instrument signed by both parties.

Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Virginia-Specific Considerations

Option A: Compliance Statement: Contractor represents and warrants that they are in compliance with Virginia unemployment insurance law and independent contractor misclassification statutes, including The Fair Labor Standards Act (FLSA) and any updates per Virginia Code § 40.1-28.7:7 et seq.

Option B: [Optional] Independent Contractor Acknowledgment: Contractor acknowledges their responsibility for paying all applicable federal, state, and local taxes, including self-employment taxes. Contractor understands that they are not eligible for unemployment insurance or workers' compensation benefits through Client.

Option C: Indemnification for Misclassification: Contractor shall indemnify and hold harmless Client from any and all liability, claims, costs, expenses, or damages (including attorney's fees) arising from a determination by any governmental agency or court that Contractor is an employee of Client rather than an independent contractor.

Option D: [Clause is omitted]

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

[Hiring Entity Name]

By: [Name of Authorized Representative]

Title: [Title of Authorized Representative]

[Independent Contractor Name]

Signature: [Independent Contractor Signature]