Washington IT independent contractor agreement template

Washington IT Independent Contractor Agreement

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

[Client Name], located at [Client Address], email: [Client Email], phone: [Client Phone] ("Client"), and

[Contractor Name], located at [Contractor Address], email: [Contractor Email], phone: [Contractor Phone] ("Contractor").

Scope of Services

Option A: The Contractor shall provide the following IT services: [Detailed Description of IT Services]. This includes, but is not limited to:

[Specific Task 1]

[Specific Task 2]

Option B: The Contractor shall perform the IT services as outlined in Exhibit A, attached hereto and incorporated by reference.

Option C: The Contractor agrees to perform the work detailed in each Statement of Work ("SOW") agreed to and signed by both parties. Each SOW will specify the details for a new service requested by the client.

Technical Requirements and Standards

Option A: The Contractor shall utilize the following technical requirements, software platforms, hardware environments, operating systems, and third-party integrations: [List of Technical Requirements].

Option B: The Contractor shall adhere to the following performance and quality standards for deliverables: [Detailed Description of Performance and Quality Standards, e.g., Code Review Criteria, Documentation Expectations, Bug-Resolution Timeframes].

Option C: The Contractor must make all work conformant with SOC2 compliance.

Project Timeline and Milestones

Option A: The project shall be completed according to the following timeline:

Phase 1: [Description of Phase 1] - Due Date: [Date]

Phase 2: [Description of Phase 2] - Due Date: [Date]

Final Delivery: [Description of Final Delivery] - Due Date: [Date]

Option B: The Contractor shall provide progress reports to the Client on a [Frequency] basis.

Option C: The client will be available for weekly meetings to align on project progress.

Work Location and Access

Option A: The Contractor will perform the services [On-Site/Fully Remote/Hybrid]. If on-site, the Contractor shall adhere to the Client's security protocols.

Option B: The Contractor will have access to the following client systems: [List of Client Systems]. The Contractor will use [VPN Name] to access these systems and will adhere to all security requirements.

Option C: The client agrees to provide a secure work environment for the contractor when on-site.

Compensation and Payment

Option A: The Client shall pay the Contractor at an hourly rate of [Hourly Rate].

Option B: The Client shall pay the Contractor a fixed fee of [Fixed Fee] for the completion of the project.

Option C: The Client shall pay the Contractor according to the following milestone schedule:

Milestone 1: [Description] - Payment: [Amount]

Milestone 2: [Description] - Payment: [Amount]

The Contractor is responsible for all applicable state and federal taxes, including Washington Business & Occupation (B&O) tax, and shall provide invoices to the Client according to the following schedule: [Invoicing Schedule].

Independent Contractor Status

Option A: The Contractor is an independent contractor and not an employee of the Client. This Agreement does not create an employer-employee relationship. The Contractor is solely responsible for all self-employment taxes and business license compliance in Washington. The contractor must be compliant with Washington’s independent contractor tests, including the “ABC” test and relevant Department of Labor & Industries rules.

Option B: The Contractor is not eligible for any employee benefits from the Client.

Option C: The Contractor affirms they are legally authorized to work in the United States.

Ownership and Intellectual Property

Option A: All work product, code, documentation, intellectual property, inventions, and deliverables developed during the course of this engagement shall be considered "work made for hire" and shall be owned exclusively by the Client. The Contractor hereby assigns all rights, title, and interest in such work product to the Client.

Option B: The Contractor retains ownership of pre-existing intellectual property. Client receives a license to use the pre-existing IP, in the final deliverable.

Option C: Client and Contractor will both retain ownership of distinct project elements to be documented.

Confidentiality and Data Protection

Option A: The Contractor shall maintain the confidentiality of all Client data and proprietary information. This includes compliance with relevant Washington privacy laws. The contractor must notify the client no later than 24 hours of any data breach.

Option B: The Contractor shall implement and maintain appropriate security measures to protect Client data, including encryption.

Option C: Upon termination of this Agreement, the Contractor shall immediately return or securely destroy all Client data.

Compliance with Laws and Regulations

Option A: The Contractor shall comply with all applicable Washington state and federal IT and data security regulations, including industry standards such as NIST, SOC 2, or HIPAA if applicable.

Option B: The Contractor shall adhere to Client-specific IT policies.

Option C: The Contractor is responsible for ensuring compliance with any relevant export control laws or regulations.

Liability and Insurance

Option A: The Contractor's liability to the Client shall be limited to the amount of fees paid by the Client to the Contractor under this Agreement, except for gross negligence or willful misconduct.

Option B: The Contractor shall maintain general liability, professional/E&O, and cyber liability insurance with coverage amounts of [Insurance Coverage Amounts]. The Contractor shall provide proof of insurance to the Client upon request.

Option C: Neither party will be liable for consequential or indirect damages.

Subcontracting and Assignment

Option A: The Contractor shall not subcontract any of the services under this Agreement without the prior written consent of the Client.

Option B: The Contractor shall remain fully liable for the work of any subcontractors.

Option C: This Agreement cannot be assigned by either party without written permission.

Termination

Option A: This Agreement may be terminated by either party with [Number] days written notice.

Option B: This Agreement may be terminated immediately by either party for material breach.

Option C: Upon termination, the Contractor shall provide transition assistance to the Client, including the transfer of code, credentials, systems access, and documentation. All Client Data and property must be returned.

Non-Solicitation

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

Option B: This non-solicitation clause shall not apply to general solicitations made to the public.

Option C: This clause is omitted from this contract.

Dispute Resolution

Option A: Any disputes arising out of or relating to this Agreement shall be resolved through negotiation and mediation in Washington State.

Option B: If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in Washington State in accordance with the rules of the American Arbitration Association.

Option C: The laws of Washington State shall govern the interpretation and enforcement of this Agreement. Venue for any legal action shall be in [County Name] County, Washington.

Washington-Specific Notices

Option A: The Contractor acknowledges that they are an independent contractor and are responsible for all applicable taxes and compliance with Washington law.

Option B: The Contractor understands they are not entitled to employee benefits from the Client.

Option C: This is a standalone provision for mandated notices.

Record Keeping and Audit Rights

Option A: The Contractor shall maintain detailed work and billing records in accordance with Washington state business record retention requirements.

Option B: The Client shall have the right to audit the Contractor's billing records upon reasonable notice.

Option C: The Client may request a review of security procedures.

Entire Agreement

Option A: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

Option B: Any modifications to this Agreement must be in writing and signed by both parties.

Option C: This document must be read in tandem with Exhibit A (if used).

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

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]