Washington independent contractor agreement template

Washington Independent Contractor Agreement

1. Agreement Basics

This Independent Contractor Agreement (the “Agreement”) is made and entered into as of this [Date], by and between [Company Name], located at [Company Address], hereinafter referred to as "Client," and [Contractor Name], located at [Contractor Address], hereinafter referred to as "Contractor."

Client desires to engage Contractor as an independent contractor to provide certain services; and

Contractor is willing to provide such services as an independent contractor.

2. Services

Contractor shall perform the following services (the “Services”): [Detailed Description of Services, Scope of Work, Deliverables].

The Services shall be performed according to the following specifications: [Performance Standards, Project Milestones, Timelines].

Work Location:

Option A: The Services shall be performed remotely.

Option B: The Services shall be performed on-site at [Client's Address].

Option C: The Services shall be performed on a hybrid basis, as mutually agreed upon.

3. Term and Termination

The term of this Agreement shall commence on [Start Date] and shall continue:

Option A: Until [End Date] (fixed term).

Option B: Until completion of the Services, as determined by Client.

Option C: At will, subject to termination as provided below.

Termination:

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

Option B: Client may terminate this Agreement immediately for cause, including but not limited to Contractor's breach of this Agreement, gross negligence, or failure to perform the Services to Client's reasonable satisfaction.

Option C: Contractor may terminate this Agreement immediately for cause, including but not limited to Client's breach of this Agreement or failure to make timely payments.

Effect of Termination: Upon termination, Contractor shall deliver to Client all work product and materials related to the Services. Client shall pay Contractor for all Services performed up to the date of termination.

4. Compensation

Client shall compensate Contractor for the Services as follows:

Option A: At an hourly rate of [Dollar Amount] per hour.

Option B: A flat fee of [Dollar Amount] for the completion of the Services.

Option C: Commission-based compensation as follows: [Commission Structure].

Option D: Milestone-based payments as follows: [Milestone & Payment Amount].

Option E: Retainer Fee of [Dollar Amount] per [frequency, e.g., month].

Payment Method: [e.g., Check, Direct Deposit].

Invoicing: Contractor shall submit invoices to Client [Frequency, e.g., monthly] for Services performed.

Payment Terms: Client shall pay Contractor within [Number] days of receipt of a valid invoice.

Late Payment: A late payment penalty of [Percentage]% per month shall be assessed on any overdue amount.

Expenses:

Option A: Contractor is responsible for all expenses incurred in connection with the Services.

Option B: Client shall reimburse Contractor for reasonable and necessary expenses incurred in connection with the Services, subject to Client's prior written approval.

Taxes: Contractor is responsible for all taxes, including self-employment taxes, arising out of Contractor's compensation under this Agreement.

5. Independent Contractor Status

It is the express intention of the parties that Contractor is an independent contractor and not an employee, agent, joint venturer, or partner of Client. Nothing in this Agreement shall be construed as creating an employer-employee relationship between Client and Contractor.

Contractor shall be solely responsible for all taxes, insurance (including workers' compensation, if applicable), and other benefits arising out of Contractor's performance of the Services. Contractor is not eligible for any employee benefits of Client.

Contractor shall have the right to control and direct the manner and means by which the Services are performed, subject to Client's requirements as to the results to be achieved.

Contractor acknowledges that Contractor is responsible for maintaining all necessary insurance coverage, including workers' compensation (if required under Washington law), liability, and other insurance, as applicable.

6. Representations and Warranties

Client represents and warrants that it has the right to engage Contractor to perform the Services.

Contractor represents and warrants that:

Contractor is qualified to perform the Services.

Contractor has the necessary licenses and permits to perform the Services in Washington.

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

Contractor has the authority to enter into this Agreement.

7. Duties and Obligations

Contractor shall:

Perform the Services in a timely and professional manner.

Communicate regularly with Client regarding the progress of the Services.

Provide Client with reports as reasonably requested.

Client shall:

Provide Contractor with access to information and resources reasonably necessary to perform the Services.

Pay Contractor in accordance with the terms of this Agreement.

Tools and Equipment:

Option A: Contractor shall provide all tools and equipment necessary to perform the Services.

Option B: Client shall provide all tools and equipment necessary to perform the Services.

8. Intellectual Property

Ownership:

Option A: All work product created by Contractor in connection with the Services shall be owned by Client and considered "work made for hire" to the extent permitted by law.

Option B: Contractor shall retain ownership of all work product, but grants Client a perpetual, irrevocable, non-exclusive license to use the work product.

Assignment: To the extent that any work product is not considered "work made for hire," Contractor hereby assigns to Client all right, title, and interest in and to such work product.

Confidentiality:

Option A (Mutual): Both Client and Contractor shall maintain the confidentiality of each other's confidential information.

Option B (Client Only): Contractor shall maintain the confidentiality of Client's confidential information.

Confidential Information includes, but is not limited to: [List examples, e.g., trade secrets, customer lists, financial information].

9. Data Privacy and Information Security

Option A: Contractor shall comply with all applicable federal and Washington state laws regarding data privacy and information security, including but not limited to the Washington Privacy Act (if enacted), and the Washington Personal Information Protection Act.

Option B: Contractor shall implement and maintain reasonable security measures to protect Client's confidential information from unauthorized access, use, or disclosure.

10. Non-Compete and Non-Solicitation (Consider Washington's Enforceability)

Note: Washington law places restrictions on the enforceability of non-compete agreements for independent contractors, particularly based on income thresholds. Consult with legal counsel before including this clause.

Option A: During the term of this Agreement and for a period of [Number] months following termination, Contractor shall not, directly or indirectly, engage in any business that competes with Client within [Geographic Area].

Option B: During the term of this Agreement and for a period of [Number] months following termination, Contractor shall not solicit any of Client's employees, customers, or clients.

11. Non-Disparagement and Conflict of Interest

Non-Disparagement: Contractor agrees not to disparage Client, its products, services, or employees, either during or after the term of this Agreement.

Conflict of Interest: Contractor shall not engage in any activities that create a conflict of interest with Client's business. Contractor shall disclose any potential conflicts of interest to Client immediately.

12. Termination

Termination for Cause: Either party may terminate this Agreement for cause if the other party breaches a material term of this Agreement and fails to cure such breach within [Number] days of written notice.

Termination Without Cause:

Option A: Client may terminate the Agreement at any time without cause, with [Number] days written notice to the Contractor.

Option B: Client may terminate the Agreement at any time without cause, and without notice to the Contractor.

Final Payment: Upon termination, Client shall pay Contractor for all Services performed up to the date of termination, subject to any applicable set-offs or deductions.

Return of Property: Upon termination, Contractor shall return all Client property, including but not limited to documents, equipment, and data.

13. Dispute Resolution

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Washington.

Choice of Law: The laws of the State of Washington shall govern the interpretation and enforcement of this agreement.

Jurisdiction: Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in [County Name] County, Washington.

Dispute Resolution Method:

Option A: The parties shall attempt to resolve any disputes through good faith negotiation.

Option B: If negotiation fails, the parties shall submit the dispute to mediation in [City Name], Washington.

Option C: Any unresolved dispute shall be submitted to binding arbitration in accordance with the rules of the American Arbitration Association.

14. Insurance

Option A: Contractor shall maintain general liability insurance with a minimum coverage of [Dollar Amount] per occurrence.

Option B: Contractor shall maintain professional liability/errors and omissions insurance with a minimum coverage of [Dollar Amount] per claim.

Option C: If required by law, Contractor shall maintain workers’ compensation insurance coverage for its employees.

Contractor shall provide Client with proof of insurance upon request.

15. Indemnification

Contractor shall indemnify and hold harmless Client from and against any and all claims, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to Contractor's performance of the Services, including but not limited to claims of negligence, breach of contract, or violation of law.

16. Compliance with Laws

Contractor shall comply with all applicable federal, Washington state, and local laws, rules, and regulations, including but not limited to anti-discrimination laws, wage and hour laws, and worker classification laws.

17. Assignment

Contractor shall not assign or delegate any of its rights or obligations under this Agreement without the prior written consent of Client.

18. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by a force majeure event, such as natural disaster, war, or government regulation.

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.

20. Amendment

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

21. Severability

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

22. Waiver

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

23. 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 above.

24. Optional Provisions

Publicity:

Option A: Client may use Contractor's name and likeness in marketing materials.

Option B: All publicity relating to this agreement or the Services performed hereunder must be approved in writing by both parties prior to release.

Equipment Return: Upon termination of this Agreement, Contractor shall return all Client equipment in good working order, reasonable wear and tear excepted.

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

[Company Name]

By: [Name]

Title: [Title]

[Contractor Name]

By: [Name]