Washington accounting independent contractor agreement template

Washington Accounting Independent Contractor Agreement

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

[Client Legal Name], a [Client Business Type, e.g., Washington Corporation] with its principal place of business at [Client Address], and Washington State Unified Business Identifier (UBI) number [Client UBI Number] (hereinafter referred to as “Client”),

and

[Contractor Legal Name], a [Contractor Business Type, e.g., Sole Proprietorship, LLC] with its principal place of business at [Contractor Address], and Washington State Unified Business Identifier (UBI) number [Contractor UBI Number], and Washington State Board of Accountancy License Number [Contractor Accountancy License Number] (hereinafter referred to as “Contractor”).

1. Scope of Services

Option A: General Accounting Services

The Contractor shall provide the following accounting services to the Client: [Detailed description of accounting services, e.g., monthly bookkeeping, bank reconciliations, financial statement preparation, accounts payable/receivable management].

Option B: Tax Services

The Contractor shall provide the following tax services to the Client: [Detailed description of tax services, e.g., preparation and filing of federal and Washington state tax returns (including B&O tax), tax planning, representation before taxing authorities]. The Contractor is responsible for understanding and applying current Washington State tax law.

Option C: Specialized Accounting Services

The Contractor shall provide the following specialized accounting services to the Client: [Detailed description of specialized services, e.g., forensic accounting, auditing, management consulting, advisory on Washington-specific tax credits and deductions].

Deliverables:

[List of deliverables, e.g., monthly financial statements, tax returns, audit reports]

Deadlines/Milestones:

[List of deadlines/milestones, e.g., monthly financial statement due dates, tax return filing deadlines]

Reporting Format:

[Specify reporting format, e.g., electronic PDF, printed reports]

2. Term and Termination

Option A: Fixed Term

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

Option B: Ongoing Term

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

Renewal:

[Specify renewal provisions, e.g., automatic renewal, option to renew]

Termination for Convenience:

Either party may terminate this Agreement upon [Number] days written notice to the other party.

Termination for Cause:

Either party may terminate this Agreement immediately upon written notice to the other party if the other party materially breaches this Agreement.

Client's Obligations Upon Termination:

Upon termination, the Client shall pay the Contractor for all satisfactory work performed up to the date of termination.

Contractor's Obligations Upon Termination:

Upon termination, the Contractor shall promptly return all Client records and work product to the Client.

3. Compensation

Option A: Hourly Rate

The Client shall pay the Contractor at an hourly rate of [Dollar Amount] per hour for all services performed.

Option B: Project Fee

The Client shall pay the Contractor a fixed fee of [Dollar Amount] for the completion of [Specific Project].

Option C: Retainer Fee

The Client shall pay the Contractor a retainer fee of [Dollar Amount] per [Month/Quarter].

Invoicing Procedure:

The Contractor shall submit invoices to the Client on a [Frequency, e.g., monthly] basis.

Payment Schedule:

The Client shall pay the Contractor within [Number] days of receipt of invoice.

Late Payment:

Late payments shall accrue interest at a rate of [Percentage]% per month, to the extent permitted by Washington law (RCW 19.52).

Tax Responsibility:

The Contractor is solely responsible for all applicable federal and Washington state taxes, including but not limited to self-employment tax and Washington B&O tax. The contractor will register and report Washington B&O tax, if applicable.

4. Work Location and Access

Option A: Remote Work

The Contractor shall perform services remotely.

Option B: On-Site Work

The Contractor shall perform services on-site at the Client's premises located at [Client Address].

On-Site Requirements:

[Specify on-site requirements, e.g., days/hours of on-site presence].

Client-Provided Resources:

The Client shall provide the Contractor with the following resources: [List of resources, e.g., computer, software, office space].

Security Protocols:

The Contractor shall comply with the Client's security protocols for remote access and data security, including the use of secure communication and accounting software that meet Washington privacy and cybersecurity standards.

5. Ownership and Confidentiality

Ownership of Work Product:

All records, financial documents, and client data shall be owned exclusively by the Client.

Confidentiality:

The Contractor shall hold all Client information in strict confidence and shall not disclose such information to any third party. The Contractor's duty to preserve the confidentiality and security of data will be in accordance with the Washington Personal Information Protection Act and professional accounting ethics.

Data Security:

The Contractor shall implement and maintain appropriate data security measures to protect Client information, including secure document storage, password management, and data encryption.

Breach Notification:

The Contractor shall notify the Client immediately of any breach of confidentiality or data security per RCW 19.255.

6. Independent Contractor Status

The Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of the Client.

The Contractor is solely responsible for all business registration (UBI number), local business licenses, professional liability insurance, and applicable employment taxes (including self-employment and unemployment taxes). The Contractor acknowledges the client is not liable for Washington workers’ compensation or any other statutory contributions on the contractor's behalf.

7. Limitation of Liability

The Contractor's liability for any damages arising out of this Agreement shall be limited to [Dollar Amount].

The Contractor shall maintain professional liability insurance with minimum coverage of [Dollar Amount].

The Contractor will notify the client immediately of any claims or regulatory audits.

8. Dispute Resolution

Negotiation:

The parties shall first attempt to resolve any disputes through good faith negotiation.

Mediation:

If negotiation fails, the parties shall attempt to resolve any disputes through mediation in Washington State.

Arbitration:

If mediation fails, any remaining disputes shall be resolved through binding arbitration in Washington State, in accordance with the rules of the American Arbitration Association.

Governing Law and Venue:

This Agreement shall be governed by and construed in accordance with the laws of the State of Washington. Venue for any legal action shall be in [County Name] County, Washington.

9. Compliance with Laws

The Contractor shall comply with all applicable federal, state, and local laws and regulations, including but not limited to Washington State statutes, Board of Accountancy Regulations (RCW 18.04), AICPA ethical standards, anti-fraud and anti-money laundering rules, data privacy laws, and continuing professional education requirements.

10. Conflicts of Interest

The Contractor shall disclose any conflicts of interest to the Client immediately.

11. Specific Client Needs

[Address any specific client needs such as multi-entity accounting, multi-state taxation, garnishments, government contract accounting, or agricultural/non-profit reporting requirements common in Washington, and spell out who is responsible for compliance with such industry-specific mandates]

12. Electronic Communication

The parties agree to communicate electronically and to execute documents electronically, in accordance with Washington’s Uniform Electronic Transactions Act (UETA).

13. Miscellaneous

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 party against whom the waiver is sought to be enforced.

Entire Agreement: This Agreement constitutes the entire agreement between the parties 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.

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 addresses set forth in the preamble to this Agreement.

Licensure: The Contractor shall maintain up-to-date licensing and registration with the Washington State Board of Accountancy and shall notify the Client immediately of any suspension, revocation, or lapse of licensure.

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

[Client Legal Name]

By: [Client Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title]