West Virginia IT independent contractor agreement template

West Virginia IT Independent Contractor Agreement

This West Virginia IT Independent Contractor Agreement is made and entered into as of [Date] by and between:

• [Client Company Name], located at [Client Address], West Virginia ("Client"), and
• [Contractor Name/Company Name], located at [Contractor Address], West Virginia ("Contractor").

1. Scope of Services

• Option A: Broad Scope
  • The Contractor shall provide the following IT services to the Client: [Detailed description of IT services, e.g., software development, network administration, cybersecurity consultation].
• Option B: Specific Project
  • The Contractor shall provide IT services specifically related to [Project Name], including [Detailed list of deliverables, specifications, platforms, integration requirements, compliance needs]. This includes meeting milestones such as [Milestone 1], [Milestone 2], and [Milestone 3], with acceptance criteria defined as [Acceptance Criteria].

Regular reporting intervals shall be [Reporting Intervals, e.g., weekly, bi-weekly].

2. Work Location

• Option A: Remote
  • The Contractor shall perform services remotely from [Contractor's location].
• Option B: On-Site
  • The Contractor shall perform services on-site at the Client’s West Virginia premises located at [Client Address]. The Contractor will adhere to all Client’s security protocols, including [Network Access Protocols, VPN/Security Requirements].
• Option C: Hybrid
  • The Contractor shall perform services both remotely and on-site as needed. The schedule will be determined by [Agreement method, e.g., mutual agreement, Client direction].
  • The Client will provide [Hardware Provided] and [Software Licenses Provided]. The Contractor will provide [Hardware Provided by Contractor] and [Internet Connectivity].

3. Fees and Compensation

• Option A: Hourly Rate
  • The Client shall pay the Contractor an hourly rate of [Hourly Rate] per hour.
• Option B: Project-Based
  • The Client shall pay the Contractor a fixed fee of [Project Fee] for the completion of the entire project as defined in Section 1.
• Option C: Milestone-Based
  • The Client shall pay the Contractor according to the following milestone schedule:
    • [Milestone 1]: [Payment Amount]
    • [Milestone 2]: [Payment Amount]
    • [Milestone 3]: [Payment Amount]

The payment schedule is as follows: Invoices will be submitted [Frequency, e.g., bi-weekly, monthly]. Payment will be made within [Number] days of invoice approval. Late payment penalties will be [Late Payment Penalty, e.g., 1% per month]. Invoicing procedures comply with West Virginia sales/use tax requirements as applicable.

4. Expenses and Reimbursements

• Option A: Expenses Reimbursed
  • The Client shall reimburse the Contractor for reasonable and pre-approved expenses, including [List of Reimbursable Expenses, e.g., travel, equipment, software subscriptions].
  • Reimbursement requires submission of receipts and documentation as specified by the Client.
• Option B: Expenses Included
  • All expenses are included in the fees outlined in Section 3. No additional reimbursements will be provided.

5. Ownership and Rights

All work product, source code, developed software, databases, documentation, or intellectual property created by the Contractor under this Agreement shall be the exclusive property of the Client upon payment. Any open-source or third-party code used will be disclosed with corresponding licensing information. This includes [Specific work product examples].

6. Confidentiality and Data Security

The Contractor shall maintain the confidentiality of all Client information and comply with all applicable West Virginia and federal data privacy laws, including WV Code §46A-2A. This includes:

• Procedures for handling, transmitting, and storing client data: [Specific procedures].
• Requirements for secure disposal of client information: [Secure disposal methods].
• Mandatory notification procedures for data breaches or unauthorized access: [Notification procedures and timelines].

7. Independent Contractor Status

The Contractor is an independent contractor and not an employee of the Client. The Contractor is responsible for all income tax, self-employment tax, insurance, and other costs associated with operating their business, including workers’ compensation if applicable. The Contractor shall not represent themselves as an agent of the Client.

8. Representations and Warranties

The Contractor warrants that:

• They will perform services using industry best practices.
• Deliverables will be free from material defects.
• Deliverables will not infringe any third-party rights.
• Services will comply with all applicable laws and regulations.

9. Intellectual Property Indemnification and Liability

The Contractor shall indemnify and hold harmless the Client from any claims of intellectual property infringement arising from the Contractor’s work. The Contractor’s liability for system downtime, data loss, or breach of confidentiality shall be limited to [Dollar Amount or other limitation], except for gross negligence or willful misconduct.

10. Insurance

The Contractor shall maintain professional liability/errors & omissions insurance with a minimum policy limit of [Dollar Amount]. Proof of insurance shall be provided to the Client upon request.

11. Non-Solicitation and Non-Compete

During the term of this Agreement and for a period of [Number] months following termination, the Contractor shall not solicit or hire any employees or clients of the Client within a [Geographic Area] radius of the Client’s principal place of business in West Virginia, subject to the enforceability limits under West Virginia law.

12. Subcontracting and Assignment

The Contractor shall not subcontract or assign any of its obligations under this Agreement without the prior written consent of the Client. Any approved subcontractors must undergo background checks or security vetting as required by the Client.

13. Termination

• Option A: At-Will
  • This Agreement may be terminated at-will by either party with [Number] days written notice.
• Option B: For Cause
  • The Client may terminate this Agreement immediately for cause, including material breach, data security violations, or persistent late/non-performance.

Upon termination, the Contractor shall transfer all completed or in-progress work to the Client and return all Client assets and data.

14. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement due to a force majeure event, including natural disasters, cyber incidents, or infrastructure failures. The affected party shall make reasonable efforts to mitigate the impact of the event.

15. Dispute Resolution

Any disputes arising under this Agreement shall be resolved through good faith negotiations. If negotiations fail, the parties agree to attempt mediation or arbitration in West Virginia. This Agreement shall be governed by the laws of the State of West Virginia, and any legal action shall be brought in the state or federal courts located in [County], West Virginia.

16. Compliance with Laws

The Contractor shall comply with all applicable West Virginia licensing, business registration, and tax withholding laws, as well as any relevant federal or state IT industry standards. The Contractor shall obtain a West Virginia Business Registration Certificate if required.

17. General Provisions

• This Agreement constitutes the entire agreement between the parties.
• Any amendments must be in writing and signed by both parties.
• If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• All notices shall be in writing and sent to the addresses listed above or via email to [Client Email] and [Contractor Email].
• No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
• Electronic signatures shall be accepted in accordance with the West Virginia Uniform Electronic Transactions Act.

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

[Client Company Name]

By: [Client Name]

Title: [Client Title]

[Contractor Name/Company Name]

By: [Contractor Name]

Title: [Contractor Title]