Wisconsin accounting independent contractor agreement template

Wisconsin Accounting Independent Contractor Agreement

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

[Client Legal Name], a [Client Business Entity Status, e.g., Wisconsin Corporation], with its principal place of business at [Client Address], Phone: [Client Phone], Email: [Client Email] (“Client”). If applicable, Wisconsin Business Registration Number: [Client Business Registration Number], Federal Tax Identification Number: [Client Federal Tax ID Number].

and

[Contractor Legal Name], a [Contractor Business Entity Status, e.g., Sole Proprietorship], residing/with its principal place of business at [Contractor Address], Phone: [Contractor Phone], Email: [Contractor Email] (“Contractor”). If applicable, Wisconsin Business Registration Number: [Contractor Business Registration Number], Federal Tax Identification Number: [Contractor Federal Tax ID Number].

1. Scope of Services

Contractor agrees to provide the following accounting services to Client:

• Option A: Bookkeeping services, including but not limited to, general ledger maintenance and reconciliation.
• Option B: Preparation of financial statements in accordance with Generally Accepted Accounting Principles (GAAP).
• Option C: Payroll processing, including preparation and filing of all required federal and Wisconsin payroll tax returns.
• Option D: Tax services, including preparation and filing of federal and Wisconsin income tax returns, sales and use tax compliance, and property tax returns.
• Option E: Audit support, assisting Client in preparing for and responding to audits.
• Option F: Budgeting and forecasting services.
• Option G: Consulting on Wisconsin-specific tax credits and incentives.
• Option H: Compliance reviews and internal controls assessments.
• Option I: Custom accounting software record management.
• Option J: Other: [Specify Other Services]

Deliverables include: [List Deliverables]. Service scope/reporting standards: [Define Scope and Standards]. Project/retainer structure: [Describe Structure]. Service delivery location: [Remote/Client Office/Hybrid]. Meeting days: [Number of Days]. Deadlines/milestones: [List Deadlines]. Backup processes: [Detail Processes]. Secure document handling obligations (referencing Wis. Stat. § 134.98): [Describe Obligations].

2. Compensation

Client shall compensate Contractor as follows:

• Option A: Hourly rate of [Dollar Amount] per hour.
• Option B: Flat fee of [Dollar Amount] per [Time Period].
• Option C: Per project fee as detailed in Exhibit A.
• Option D: Retainer fee of [Dollar Amount] per [Time Period].
• Option E: Hybrid: [Describe Hybrid Arrangement]

Basis of fee calculations: [Explain Basis]. Invoicing frequency: [Frequency, e.g., Monthly]. Invoicing method (with backup requirements): [Method and Requirements]. Wisconsin sales tax treatment (if applicable): [State Treatment]. Payment due within [Number] days of invoice receipt. Late payments subject to interest at [Percentage]% per annum, compliant with Wisconsin law. Out-of-pocket expenses: [Reimbursed/Not Reimbursed]. If reimbursed, provide details: [Expense Details].

3. Work Product Ownership and Records Retention

All deliverables, work papers, and documentation relating to Client work are the sole property of Client, consistent with Wisconsin Board of Accountancy rules. Contractor retains rights to underlying workpapers as allowed by Wisconsin law for compliance purposes. Upon termination, Contractor shall return all Client records and documentation. Record destruction methods must comply with Wisconsin law.

4. Confidentiality and Non-Disclosure

Contractor shall maintain the confidentiality of all Client information, including proprietary information, non-public financial information, and tax records. Client authorization is required for any release of information. Data breach response procedures shall comply with Wisconsin law. These confidentiality obligations continue after termination of this Agreement. Data security provisions aligned with Wisconsin’s notice of unauthorized acquisition of personal information requirements: [Detail Provisions].

5. Independent Contractor Status

Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Contractor is responsible for all applicable federal and Wisconsin taxes, Unemployment Insurance, Social Security, and Workers' Compensation. Contractor is not entitled to Client employee benefits. Contractor shall indemnify Client from any government claims seeking employee reclassification.

6. Professional Licensing and Continuing Education

Contractor holds a valid Wisconsin Certified Public Accountant (CPA) license (or other required credential) and will maintain it in good standing. Contractor shall comply with Wisconsin Department of Safety and Professional Services (DSPS) licensing rules and disclosure requirements and all applicable rules and ethics standards of the Wisconsin Accounting Examining Board.

7. Sub-Contracting

Contractor shall not sub-contract any work under this Agreement without Client's prior written approval. Any sub-contractors must have appropriate qualifications. Contractor is liable for the acts of sub-contractors and their compliance with Wisconsin independent contractor status tests (including the "nine-part" test for work performed off-premises).

8. Liability and Indemnification

Contractor is professionally liable for errors, omissions, regulatory penalties, breach of duty, or failure to deliver as specified. Contractor shall maintain professional liability/errors and omissions insurance with minimum coverage of [Dollar Amount], listing Client as additional insured if required. Contractor shall indemnify Client for damages from breach or misconduct. Limitation of liability exclusions (except for gross negligence or willful misconduct as not permitted under Wisconsin law). Damages for confidentiality breach or data loss: [Specify Damages].

9. Termination

• Option A: This Agreement shall continue for a fixed term of [Number] months, commencing on [Date].
• Option B: This Agreement is at-will and may be terminated by either party with [Number] days written notice.

Immediate termination for cause (breach, license loss, fraud, or data misappropriation). Final payment procedures: [Describe Procedures]. Pro-rata fees: [Explain Calculation]. Return of records: [Specify Return Process]. Orderly transition of work product: [Outline Transition].

10. Non-Solicitation and Non-Competition

Contractor shall not solicit Client’s employees or clients for a period of [Number] months following termination of this Agreement within [Geographic Area]. This restriction is narrowly tailored to accounting services and clients. Non-disparagement: [Include/Exclude].

11. Dispute Resolution

Disputes shall be resolved through good-faith negotiation. If negotiation fails, optional mediation may be pursued (with mediator selection process: [Describe Process]). Wisconsin venue for arbitration. Exclusive jurisdiction of Wisconsin state courts. Choice of law: Wisconsin law. Allocation of attorney’s fees and costs: [Specify Allocation].

12. Compliance with Laws

Contractor shall comply with all applicable federal and state laws, including anti-fraud, anti-money laundering, client identification (KYC) obligations, Internal Revenue Code requirements, Sarbanes-Oxley (if applicable) and Wisconsin statutes on CPA and business conduct.

13. Recordkeeping Obligations

Paper and electronic records must comply with Wisconsin Department of Revenue and Accountancy Board retention standards (minimum periods, allowed formats, and destruction methods). Client has inspection or audit rights during and after the contract.

14. Assignment

Contractor shall not assign this Agreement or its responsibilities without Client's prior written consent, except as required by merger, acquisition, or sale. Notice requirements for assignment: [Specify Requirements].

15. Notices

All notices shall be in writing and delivered by [Method, e.g., certified mail, email with receipt] to the addresses listed above.

16. Force Majeure

Neither party shall be liable for delays or failures in performance due to causes beyond their reasonable control, including [List Wisconsin-Recognized Events]. Obligation to resume performance: [Describe Obligation]. Carve-outs for accounting deadlines: [Specify Carve-Outs].

17. Ethical Standards and Conflict of Interest

Contractor shall disclose and recuse themselves from any conflicting engagements, consistent with Wisconsin Accountancy Board rules. Written consent process for permissible dual representations: [Describe Process].

18. Severability

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

19. Entire Agreement and Amendment

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written. No amendment or modification of this Agreement shall be valid unless in writing and signed by both parties, referencing Wisconsin law.

20. Technology and Cybersecurity Standards (Optional)

Contractor shall maintain minimum technology, cybersecurity standards, and secure data backup systems appropriate to accounting service delivery in Wisconsin. Periodic proof of compliance: [Describe Proof].

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]