Virginia IT independent contractor agreement template

Virginia IT Independent Contractor Agreement

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

• [Client Name], a [Client Entity Type, e.g., Virginia Corporation], with its principal place of business at [Client Address] ("Client"),
• and
• [Contractor Name], a [Contractor Entity Type, e.g., Individual, LLC], with its principal place of business/residence at [Contractor Address], and, if applicable, registered with the Virginia State Corporation Commission as [Contractor Business Registration Details] ("Contractor").

1. Description of Services

Contractor agrees to provide the following IT services to Client:

• [Option A: Detailed Description]: A comprehensive list of IT services including but not limited to [list IT services, e.g., Software Development, Network Administration, Cybersecurity Consulting, Data Migration, System Integration, Technical Support, IT Infrastructure Management]. Deliverables include [list deliverables, e.g., source code, documentation, reports]. Systems covered include [list systems, e.g., Windows Servers, AWS cloud]. Service levels required are [list service levels, e.g., 99.9% uptime, response time within 2 hours]. Project milestones are [list milestones, e.g., MVP completion by date, full rollout by date]. Deadlines are [list deadlines, e.g., weekly reports, monthly progress meetings]. Reporting format is [describe reporting format, e.g., weekly email report, monthly meeting].
• [Option B: Project-Based]: Completion of the following project: [Project Name], with the following scope: [Detailed Project Scope]. Key Milestones: [List Key Milestones].
• [Option C: Retainer-Based]: Provide IT services on an as-needed basis, up to [Number] hours per [Time Period, e.g., week, month], including [List of Services Included in Retainer].

2. Work Location and Equipment

• [Option A: Remote]: Contractor will perform the services remotely from a location of their choosing. Remote access protocols are [Describe remote access protocols, e.g., VPN, MFA]. Acceptable devices are [list acceptable devices, e.g., Contractor-owned laptop meeting minimum specifications]. Security standards are [list security standards, e.g., antivirus, firewall].
• [Option B: On-Site]: Contractor will perform the services on-site at Client’s premises located at [Client Address].
• [Option C: Hybrid]: Contractor will perform services both remotely and on-site as needed. On-site work will be at [Client Address].
• Equipment and Software:
  • [Option 1: Contractor Provided]: Contractor will provide all necessary equipment and software to perform the services.
  • [Option 2: Client Provided]: Client will provide the following equipment and software: [List Equipment and Software]. Acceptable Use Policy: [Reference or Describe Acceptable Use Policy]. Maintenance responsibilities for client-provided equipment are [Describe responsibilities]. Client-provided credentials protocols: [Describe protocols].

3. Compensation and Payment

• [Option A: Hourly]: Client will pay Contractor at an hourly rate of [Dollar Amount] per hour. Projected hours are approximately [Number] per [Time Period, e.g., week, month].
• [Option B: Flat Fee]: Client will pay Contractor a flat fee of [Dollar Amount] for the completion of the services described in Section 1.
• [Option C: Milestone-Based]: Client will pay Contractor according to the following milestone schedule:
  • Milestone 1: [Milestone Description]: [Dollar Amount]
  • Milestone 2: [Milestone Description]: [Dollar Amount]
• [Option D: Retainer]: Client will pay Contractor a retainer fee of [Dollar Amount] per [Time Period, e.g., month].

Reimbursable expenses: Eligible reimbursable expenses include [list eligible expenses, e.g., technology purchases, approved travel within Virginia, licensing fees].

Payment schedule: Contractor will invoice Client [Frequency, e.g., weekly, bi-weekly, monthly]. Invoices must include [required invoice content, e.g., date, invoice number, detailed description of services rendered, hours worked (if applicable)]. Payment method is [payment method, e.g., check, ACH].

Late payments: Late payments will accrue interest at a rate of [Percentage] per month. Client is responsible for collection costs incurred by the Contractor.

Taxes: Contractor is solely responsible for all federal, Virginia state, and local taxes.

4. Ownership and Intellectual Property

Ownership of Work Product: All work product, including but not limited to source code, documentation, developed tools, customized software, scripts, and data, created by Contractor for Client under this Agreement, is the sole and exclusive property of Client.

Open-Source/Third-Party Materials: Contractor will disclose any use of open-source or third-party materials in the work product.

Assignment: Contractor hereby assigns to Client all right, title, and interest in and to the work product. This includes all IP developed in the course of engagement to the client upon payment.

5. Confidentiality and Data Security

Confidential Information: Contractor agrees to hold all Client confidential information in strict confidence.

Data Security: Contractor will comply with all applicable federal and Virginia data privacy, breach notice, and cybersecurity laws, including the Virginia Consumer Data Protection Act (VCDPA), if applicable. Authorized use and storage of client data and systems are limited to [Describe authorized use and storage].

Protocols for handling, transmitting, and deleting sensitive information are [Describe protocols]. Notification requirements for actual or suspected data breaches are [Describe notification requirements].

6. Independent Contractor Status

Contractor acknowledges that they are an independent contractor and not an employee of Client. This agreement does not create any employer-employee or agency relationship. Contractor is responsible for all self-employment tax, business license, unemployment insurance, and workers’ compensation coverage, as defined in Va. Code Ann. § 40.1-28.7:7 and IRS guidelines. Contractor acknowledges they are not covered under Virginia unemployment or workers’ compensation insurance by Client.

7. Non-Solicitation and Non-Competition

Non-Solicitation: During the term of this Agreement and for a period of [Number] [Time Period, e.g., months, years] following its termination, Contractor will not solicit, directly or indirectly, any employees or clients of Client.

Non-Competition: During the term of this Agreement and for a period of [Number] [Time Period, e.g., months, years] following its termination, within a [Geographic Area, e.g., 50-mile radius of Client’s principal place of business in Virginia], Contractor will not engage in [Definition of Prohibited Activities], which are competitive with the Client’s business. These restrictions are considered reasonable and enforceable under Virginia law.

8. Record Retention and Audit

Record Retention: Contractor will maintain accurate records of all services performed under this Agreement for a period of [Number] years.

Audit Rights: Client reserves the right to audit Contractor's records related to the services provided under this Agreement.

Data Return/Destruction: Upon termination of this Agreement, Contractor will return or destroy all Client data in accordance with Client’s instructions.

9. Liability, Indemnity, and Insurance

Liability: Contractor's liability under this Agreement is limited to [Dollar Amount]. Neither party is liable for indirect or unforeseeable damages, excluding gross negligence or willful misconduct as enforceable under Virginia law.

Indemnity: Contractor agrees to indemnify and hold Client harmless from any claims arising from Contractor’s negligence or breach of this Agreement.

Insurance: Contractor will maintain professional liability (E&O) or cyber liability insurance with minimum coverage of [Dollar Amount].

10. Term and Termination

Term: This Agreement will commence on [Start Date] and continue until [End Date], unless earlier terminated.

Renewal/Extension: This Agreement may be renewed or extended upon written agreement of both parties.

Termination:

• [Option A: Termination for Convenience]: Either party may terminate this Agreement upon [Number] days written notice.
• [Option B: Termination for Cause]: Client may terminate this Agreement immediately for cause, including but not limited to breach of confidentiality, data security breach, or failure to perform services.

Contractor's Obligations During Transition/Offboarding: Contractor will cooperate with Client to ensure a smooth transition of services.

Final Payment/Deliverable Transfer: Upon termination, Client will pay Contractor for all services rendered up to the date of termination. Contractor will transfer all deliverables to Client.

11. Dispute Resolution

Dispute Resolution: Any disputes arising under this Agreement will be resolved through negotiation, followed by mediation or arbitration in Virginia.

Governing Law and Jurisdiction: This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia. The exclusive jurisdiction for any legal action arising out of this Agreement will be the state and federal courts located in [City, Virginia].

12. Compliance with Laws

Compliance with Virginia Statutes: Contractor will comply with all applicable Virginia statutes, including the Virginia Consumer Data Protection Act (VCDPA) and Virginia’s Business, Professional and Occupational Licensing rules.

Other Regulations: Contractor will adhere to export control, federal technology transfer, intellectual property, and industry-specific regulations (e.g., HIPAA, GLBA, or CCPA equivalents) if applicable to Client's industry. Contractor will comply with state-specific tax and reporting requirements.

13. Miscellaneous

Contractor acknowledges any necessary business or technology-specific licenses required to provide the listed services. If incorporated outside of Virginia, the Contractor will maintain a Virginia registered agent.

This agreement addresses specific local practices, such as registration requirements for contractors operating in Virginia and operational, technical, and risk realities of IT service delivery, expressly referencing technology platforms, access control, disaster recovery and business continuity procedures, and escalation chains for system-critical issues.

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

[Client Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Contractor Name]

By: [Contractor Name]

Title: [Contractor Title, e.g., Owner, CEO] (if applicable)