West Virginia independent contractor agreement template

West Virginia Independent Contractor Agreement

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

[Client Name], with a business address at [Client Address] and a Tax Identification Number/Social Security Number of [Client Tax ID/SSN] (hereinafter referred to as “Client”), and

[Contractor Name], with a business address at [Contractor Address] and a Tax Identification Number/Social Security Number of [Contractor Tax ID/SSN] (hereinafter referred to as “Contractor”).

1. Scope of Services

The Contractor agrees to perform the following services for the Client: [Description of Services].

Deliverables: [Specific Deliverables].

Benchmarks for Completion: [Completion Benchmarks].

Work Location:

Option A: The services will be performed at [Work Location Address].

Option B: The services will be performed remotely.

Option C: A combination of both, as needed.

Equipment and Resources: [Specify equipment and resources provided by Client or Contractor].

2. Term and Termination

Term:

Option A: Fixed Term: This Agreement shall commence on [Start Date] and shall terminate on [End Date].

Option B: Project-Based: This Agreement shall commence on [Start Date] and shall terminate upon completion of the Services as defined in Section 1.

Renewal/Extension:

Option A: This Agreement will automatically renew for successive [Number] [Months/Years] terms unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.

Option B: This Agreement will not automatically renew. Any extension will require a new written agreement.

Option C: One-Time Term. This Agreement is for a single term only.

Termination:

Option A: Termination at Will: Either party may terminate this Agreement at any time, with [Number] days written notice to the other party.

Option B: Termination for Cause: This Agreement may be terminated by either party for cause, including but not limited to material breach of this Agreement, non-performance of the Services, or insolvency of the other party.

Option C: Termination with Prior Written Notice of [Number] days.

3. Payment

Compensation:

Option A: Flat Fee: The Client shall pay the Contractor a flat fee of [Dollar Amount] for the Services.

Option B: Hourly Rate: The Client shall pay the Contractor at an hourly rate of [Dollar Amount] per hour for the Services.

Option C: Milestone-Based: The Client shall pay the Contractor according to the following milestone schedule: [Milestone Schedule].

Option D: Retainer: The Client shall pay the Contractor a retainer of [Dollar Amount] per [Week/Month].

Payment Intervals:

Option A: Weekly

Option B: Monthly

Option C: Upon Completion

Invoicing and Approval: The Contractor shall submit invoices to the Client on a [Weekly/Monthly/Project Completion] basis. The Client shall approve or reject invoices within [Number] days of receipt.

Expense Reimbursement: [Expense Reimbursement Details].

Taxes: The Contractor is responsible for all federal, state, and local taxes, including self-employment taxes. Contractor will provide a completed IRS Form W-9.

Late Payment Penalty: [Late Payment Penalty Details (Optional)].

Early Payment Incentive: [Early Payment Incentive Details (Optional)].

4. Independent Contractor Relationship

The parties agree that the Contractor is an independent contractor and not an employee of the Client. Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties.

The Contractor is not entitled to any employee benefits, including but not limited to health insurance, retirement plans, paid time off, unemployment insurance, or workers' compensation.

Contractor Representations:

Option A: Contractor represents and warrants that it is an established business operating independently.

Option B: Contractor represents and warrants it has the necessary licenses and permits.

Option C: Contractor represents and warrants it determines the method, details, and means of performing services.

Option D: Contractor represents and warrants that it is free to offer similar services to other parties.

5. Control and Autonomy

The Contractor shall have control over the means and manner of performing the Services.

The Contractor is free to offer similar services to other parties.

The Client shall only provide supervision regarding the results of the Services.

6. Intellectual Property

Option A: Work For Hire: All intellectual property, copyrights, trademarks, patents, or inventions created in connection with the Services shall be the property of the Client.

Option B: Contractor Ownership: Contractor shall retain ownership of intellectual property developed.

Option C: Limited IP Clause: Only the final delivered work product is owned by the Client.

7. Confidentiality

Definition of Confidential Information: [Definition of Confidential Information].

Contractor's Obligations: The Contractor shall maintain the confidentiality of the Client’s Confidential Information during and after the term of this Agreement.

Permissible Disclosures: [Permissible Disclosures].

Handling of Confidential Materials: [Handling of Confidential Materials].

Duration of Confidentiality:

Option A: Indefinite

Option B: [Number] years after termination of this agreement.

8. Non-Solicitation

Option A: Non-Solicitation Clause Included: The Contractor shall not solicit the Client’s customers, clients, vendors, or employees for a period of [Number] [Months/Years] after the termination of this Agreement.

Option B: Non-Solicitation Clause Excluded: This agreement contains no non-solicitation clause.

9. Assignment and Subcontracting

Option A: No Assignment or Subcontracting: The Contractor shall not assign this Agreement or subcontract any of the Services without the prior written consent of the Client.

Option B: Assignment Allowed with Approval: Contractor may assign portions of work with prior written approval.

Option C: Open Delegation: Contractor may delegate work without prior approval.

10. Representations and Warranties

Both parties represent and warrant that they have the legal authority to enter into this Agreement.

The Contractor represents and warrants that they possess any necessary business licenses or professional qualifications required for the performance of the Services.

The Client represents and warrants that they are authorized to engage the Contractor.

11. Insurance

Option A: Insurance Required: The Contractor shall maintain the following insurance coverage:

General Commercial Liability: [Coverage Amount]

Professional Liability/Errors and Omissions: [Coverage Amount]

Contractor shall provide proof of insurance upon request.

Option B: Insurance Waived: Insurance is not required for this agreement.

12. Indemnification

The Contractor shall indemnify and hold harmless the Client from and against any and all claims, losses, or damages arising from the Contractor’s actions or omissions in connection with the Services.

Limitations on Liability: [Limitations on Liability].

Waiver of Consequential or Punitive Damages: [Waiver of Consequential or Punitive Damages].

13. Dispute Resolution

Option A: Mediation: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in [City, West Virginia].

Option B: Binding Arbitration: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association in [City, West Virginia].

Option C: Litigation: Any dispute arising out of or relating to this Agreement shall be resolved in the courts of [County], West Virginia.

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

Venue: The venue for any legal action arising out of or relating to this Agreement shall be [City, West Virginia].

14. General Provisions

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.

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.

Enforceability: If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck and the remaining provisions shall be enforced.

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

Notice: [Notice Provisions (Optional)].

Force Majeure: [Force Majeure Events and Excusable Delays (Optional)].

Exhibits and Attachments: [List of Exhibits and Attachments (Optional)].

15. Compliance with Law

Both parties shall comply with all applicable federal, state (specifically referencing West Virginia), and local laws, regulations, and ordinances.

16. Additional Clauses

Work Product Delivery, Acceptance, and Revisions: [Work Product Details, if applicable].

Client Obligations: [Client Obligations, if applicable].

Non-Discrimination and Equal Opportunity: [Non-Discrimination Statement, if applicable].

17. West Virginia Specific Considerations (Selectable)

Option A: Worker Classification: Contractor warrants it meets requirements of the "ABC" test and/or applicable common law test under West Virginia law for independent contractor status.

Option B: Tax and Workers' Compensation Responsibility: Contractor is solely responsible for all applicable taxes and workers' compensation insurance, as required by West Virginia law.

Option C: Waiver of Employee Status Claim: Contractor waives any right to claim employee status or benefits under West Virginia law. (Note: Subject to public policy limits).

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]