Wisconsin independent contractor agreement template

Wisconsin 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 principal place of business at [Client Address] (“Client”), and,

[Contractor Name], with a principal place of business at [Contractor Address] (“Contractor”). Contractor's FEIN/SSN: [Contractor FEIN/SSN]; Phone Number: [Contractor Phone Number].

Client and Contractor may be referred to individually as a “Party” and collectively as the “Parties.”

Scope of Work

Option A: The Contractor shall perform the following services for the Client: [Description of Services]. Deliverables include: [Description of Deliverables].

Option B: The Contractor shall provide services as described in Exhibit A, attached hereto and incorporated by reference.

Work Location(s): [Specify location, e.g., On-site at Client’s office, Remote, Combination].

Independent Contractor Status

The Contractor is an independent contractor of the Client. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between the Parties. The Client shall not direct or control the means or methods by which the Contractor performs the services, but only the results of the work, consistent with Wisconsin law.

Project Type

Option A: Single Project: This Agreement covers a single project. Upon completion of the services described in Section 1, this Agreement shall terminate.

Option B: Recurring: This Agreement covers recurring services to be performed on a [Frequency, e.g., weekly, monthly] basis.

Option C: Ongoing: This Agreement is for an ongoing relationship. Specific projects will be defined and agreed upon separately.

Term and Termination

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

Option B: Project Basis: This Agreement shall commence on [Start Date] and shall continue until the completion of the Scope of Work as defined in Section 1.

Option C: At-Will: This Agreement shall commence on [Start Date] and may be terminated by either Party with [Number] days written notice.

Early Termination: Either Party may terminate this Agreement for cause if the other Party materially breaches any provision of this Agreement and fails to cure such breach within [Number] days after written notice thereof.

Immediate Termination: The Client may terminate this Agreement immediately if the Contractor engages in any illegal, unethical, or unprofessional conduct that could harm the Client’s reputation or business.

Compensation

Option A: Hourly Rate: The Contractor shall be paid at an hourly rate of [Dollar Amount] per hour.

Option B: Flat Fee: The Contractor shall be paid a flat fee of [Dollar Amount] for the completion of the services described in Section 1.

Option C: Per Milestone: The Contractor shall be paid according to the following milestone schedule: [Description of Milestones and Payment Amounts].

Option D: Retainer: The Contractor shall be paid a retainer of [Dollar Amount] per [Frequency, e.g., month, quarter].

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

Invoicing Requirements: Invoices must include [Specific Requirements, e.g., date, invoice number, description of services, hours worked].

Reimbursement of Expenses: The Client shall reimburse the Contractor for reasonable and necessary business expenses incurred in connection with the performance of the services, subject to prior written approval.

Late Payment Penalty: Late payments shall accrue interest at a rate of [Percentage] per month.

Taxes

The Contractor is solely responsible for the payment of all federal, state, and local taxes, including self-employment taxes, arising out of the performance of the services. The Client will not withhold or pay payroll taxes, unemployment insurance, Social Security, or workers’ compensation on behalf of the Contractor, except as may be specifically required under Wisconsin law.

Compliance with Laws

The Contractor shall comply with all applicable federal, state, and local laws, rules, and regulations, including licensing requirements and business registration, in performing the services.

Work Standards

The Contractor shall perform the services in a professional and workmanlike manner, meeting industry standards.

Progress Updates: The Contractor shall provide regular progress updates to the Client, as reasonably requested.

Acceptance of Work: The Client shall have the right to review and accept or reject the Contractor’s work. If the Client rejects the work, the Contractor shall have a reasonable opportunity to correct any deficiencies.

Intellectual Property

Option A: Work for Hire: All work product created by the Contractor in connection with the services shall be considered “work made for hire” and shall be owned exclusively by the Client.

Option B: Contractor Retains Rights: The Contractor shall retain ownership of all intellectual property rights in the work product, but grants the Client a perpetual, irrevocable, non-exclusive, royalty-free license to use, reproduce, modify, and distribute the work product.

Pre-existing IP: Any pre-existing intellectual property of the Contractor shall remain the Contractor’s sole property.

Confidentiality

The Contractor shall maintain the confidentiality of all proprietary, business, and client information of the Client during and after the term of this Agreement.

Duration: The confidentiality obligations under this section shall continue for [Number] years after the termination of this Agreement.

Non-Solicitation

Option A: Included: During the term of this Agreement and for a period of [Number] years after the termination of this Agreement, the Contractor shall not solicit the Client’s customers, clients, vendors, or employees.

Option B: Omitted: This Agreement does not include a non-solicitation clause.

Non-Compete

Option A: Included (Wisconsin Specific Requirements Apply): For a period of [Number] months following the termination of this agreement, and within a geographic area of [Number] miles from [Specific Location], the contractor will not engage in [Description of Prohibited Activities]. This non-compete clause is included with the understanding that it is reasonably necessary to protect the Client’s legitimate business interests and is reasonable as to time and geographic scope as required under Wisconsin Statutes Sec. 103.465.

Option B: Omitted: This Agreement does not include a non-compete clause.

Right to Work for Others

Option A: Included: The Contractor shall have the right to work for others and take on other clients.

Option B: Exclusivity: The Contractor shall devote their full time and attention to the services required by the Client and shall not perform services for any other person or entity that is directly competitive with the Client’s business.

Tools, Materials, and Equipment

Option A: Contractor Provided: The Contractor shall provide their own tools, materials, and equipment necessary to perform the services.

Option B: Client Provided: The Client shall provide the tools, materials, and equipment necessary for the Contractor to perform the services. The Contractor shall be responsible for the proper use and maintenance of such tools, materials, and equipment.

Insurance

Option A: Included: The Contractor shall maintain, at its own expense, the following insurance coverage: [Specify Insurance Types and Coverage Amounts, e.g., General Liability Insurance, Professional Liability Insurance]. Contractor shall provide proof of such insurance to Client upon request.

Option B: Omitted: No specific insurance requirements are placed on the contractor under this agreement.

Indemnification

Option A: Included: The Contractor shall indemnify and hold harmless the Client from and against any and all liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with the Contractor’s work or negligence.

Option B: Omitted: There is no indemnity provision included in this agreement.

Assignment and Subcontracting

The Contractor shall not delegate, assign, or subcontract any of its obligations under this Agreement without the Client’s prior written consent.

Relationship of the Parties

Nothing in this Agreement is intended to create a partnership, joint venture, or employer-employee relationship between the Parties. The Contractor is an independent contractor of the Client and is free from direction and control except for the results of the work.

Dispute Resolution

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

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

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

Notices

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 reputable overnight courier service to the addresses set forth in the introductory paragraph of this Agreement.

Amendments

Any changes to this Agreement must be in writing and signed by both Parties.

Severability

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

Waiver

The failure of either Party to enforce any provision of this Agreement shall not constitute a waiver of such provision or any other provision of this Agreement.

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.

Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin.

Signatures

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

____________________________
[Client Name]

Date: ______________________

____________________________
[Contractor Name]

Date: ______________________

Optional Elements

Equal Opportunity: [Select one: Included/Omitted]

Anti-Discrimination: [Select one: Included/Omitted]

Anti-Harassment: [Select one: Included/Omitted]

Data Privacy: [Select one: Included/Omitted]

Compliance with Client Policies: [Select one: Included/Omitted]

Conflict of Interest Disclosures: [Select one: Included/Omitted]

Recordkeeping: [Select one: Included/Omitted]

Audit Rights: [Select one: Included/Omitted]

Background Check Requirements: [Select one: Included/Omitted]