Wisconsin IT independent contractor agreement template

Wisconsin IT Independent Contractor Agreement

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

• [Client Legal Name], a [Client Business Entity Type, e.g., LLC, Corporation] with its principal place of business at [Client Address], [Client City], Wisconsin [Client Zip Code], with Wisconsin Business Registration/Identification Number [Client Wisconsin Business Registration/Identification Number], hereinafter referred to as “Client,” and
• [Contractor Legal Name], a [Contractor Business Entity Type, e.g., LLC, Sole Proprietor] with its principal place of business at [Contractor Address], [Contractor City], Wisconsin [Contractor Zip Code], with Wisconsin Business Registration/Identification Number [Contractor Wisconsin Business Registration/Identification Number], hereinafter referred to as “Contractor.”

1. Scope of Services

Contractor agrees to provide the following IT services to Client:

• Option A: [Description of IT Services, e.g., Software Development: Design, develop, and test a mobile application for iOS and Android platforms.]
• Option B: [Description of IT Services, e.g., Network Administration: Maintain and support Client’s existing network infrastructure.]
• [List of specific tasks, functional/technical specifications, expected deliverables, and required performance standards.]

2. Service Milestones and Timelines

The Services shall be performed according to the following milestones and timelines:

• Option A: [Milestone 1 Description]: Completion Date: [Date]
• Option B: [Milestone 2 Description]: Completion Date: [Date]
• [Frequency of Status Reporting]: [e.g., Weekly] reports to be submitted to [Client Contact Name] via [Method of Communication, e.g., email].
• Escalation Procedures: In the event of a delay, Contractor shall notify Client within [Number] hours.

3. Service Delivery Location

The Services will be primarily performed:

• Option A: On-site at [Client Address], [Client City], Wisconsin [Client Zip Code]. Access Requirements: [Description, e.g., Keycard access required, network credentials provided upon arrival.]
• Option B: Remotely.
• Option C: Hybrid arrangement with [Number] days on-site and the remaining days remote.

4. Fees and Payment

Client shall pay Contractor as follows:

• Option A: Hourly Rate: [Dollar Amount] per hour. Minimum Hours per week: [Number]. Maximum Hours per week: [Number].
• Option B: Project-Based Fee: [Dollar Amount] for the entire project described in Section 1.
• Option C: Milestone-Based Fee: [Dollar Amount] per milestone.
• Expense Reimbursement: Client will reimburse Contractor for pre-approved expenses, such as [List of expenses, e.g., travel, software licenses], supported by receipts, in accordance with Wisconsin law.

5. Payment Process

• Contractor shall submit invoices to [Client Contact Name] at [Client Email Address] every [Frequency, e.g., two weeks].
• Invoices must include: [List of required information, e.g., Date, Invoice Number, Description of Services, Hours Worked, Rates, Expenses].
• Payment shall be made within [Number] days of receipt of invoice via [Method of Payment, e.g., ACH transfer].
• Late Payment Penalty: A late payment fee of [Percentage]% per month will be applied to invoices not paid within the agreed-upon timeframe.

6. Intellectual Property Ownership

• All custom software, code, databases, scripts, documentation, and other IT-related deliverables created under this Agreement shall be considered "work for hire" and owned exclusively by Client.
• Contractor hereby assigns all copyright, patent, and other intellectual property rights in the Deliverables to Client.
• Contractor retains ownership of any pre-existing materials incorporated into the Deliverables, and grants Client a non-exclusive, perpetual license to use such materials.

7. Confidentiality and Non-Disclosure

Contractor acknowledges that during the term of this Agreement, Contractor may have access to confidential information of Client, including but not limited to:

• Option A: IT systems and data.
• Option B: Sensitive business data and source code.
• Contractor agrees to maintain the confidentiality of such information and not to disclose it to any third party without Client's prior written consent, complying with Wisconsin trade secrets law.

8. Data Security

Contractor shall implement and maintain reasonable security measures to protect Client's data, including:

• Data Encryption: [Specify encryption standards, e.g., Data at rest and in transit will be encrypted using AES-256 encryption.]
• Incident Response: Contractor shall notify Client of any data breach within [Number] hours of discovery.
• Compliance with Wisconsin data security laws and industry standards.

9. Independent Contractor Status

• Contractor is an independent contractor and not an employee of Client.
• Client will not withhold taxes from Contractor's payments.
• Contractor is responsible for paying all applicable federal and state taxes, including self-employment taxes (Social Security and Medicare), unemployment insurance, and workers' compensation insurance.
• Contractor affirms that they operate independently as per the criteria set forth by the Wisconsin Department of Workforce Development and understands the "ABC test" as it may apply to independent contractors in Wisconsin.

10. Licensing, Certifications, and Compliance

Contractor represents and warrants that they possess all necessary licenses, certifications, and qualifications to perform the Services in accordance with applicable Wisconsin and IT industry regulations, including:

• [List of required licenses and certifications, e.g., CompTIA Security+, CISSP, Wisconsin Professional Engineer License]

11. Tools and Equipment

• Option A: Client shall provide Contractor with all necessary hardware, software, and network access to perform the Services.
• Option B: Contractor shall provide all necessary hardware, software, and network access to perform the Services.
• Responsibility for Maintenance and Data Loss: [Specify which party is responsible for maintenance of equipment and liable for data loss.]

12. Non-Solicitation and Non-Competition

During the term of this Agreement and for a period of [Number] months following its termination, Contractor shall not:

• Option A: Solicit any employees or customers of Client.
• Option B: Engage in any business that is competitive with Client's business within [Geographic Area].
• This clause is intended to be reasonable under Wis. Stat. § 103.465.

13. Insurance

Contractor shall maintain the following insurance coverage:

• Professional Liability (E&O) Insurance: [Dollar Amount] per occurrence.
• Cybersecurity Insurance: [Dollar Amount] per occurrence.
• Client to be listed as an additional insured, if appropriate.

14. Indemnification

Contractor shall indemnify and hold Client harmless from any and all claims, losses, damages, liabilities, costs, and expenses (including attorney's fees) arising out of:

• Contractor's negligent performance of the Services.
• Infringement of any third-party intellectual property rights.
• Any data breach caused by Contractor.

15. Limitation of Liability

Client's liability to Contractor under this Agreement shall be limited to:

• Option A: The total amount of fees paid to Contractor under this Agreement.
• Option B: Direct damages only. Consequential, indirect, or special damages are excluded.
• This limitation shall not apply to damages arising from Contractor's intentional misconduct.

16. Inspection and Acceptance

• Client shall have the right to inspect all Deliverables upon completion.
• Client shall notify Contractor of any deficiencies within [Number] days of delivery.
• Contractor shall correct any deficiencies within [Number] days of notification.

17. Subcontractors

Contractor shall not subcontract any of the Services without Client's prior written consent.

• Client's Consent Required: [Procedure for obtaining consent.]
• All subcontractors must agree to be bound by the terms of this Agreement.

18. Record-Keeping and Audit Rights

Contractor shall maintain accurate records of all Services performed and expenses incurred.

• Client shall have the right to audit such records upon reasonable notice.
• Record retention period: [Number] years.

19. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• If negotiation fails, the parties shall attempt to resolve the dispute through mediation.
• If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of [Arbitration Body, e.g., American Arbitration Association], or through litigation in Wisconsin courts.

20. Governing Law and Venue

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

• The exclusive venue for any legal action arising out of or relating to this Agreement shall be the state and federal courts located in [County Name] County, Wisconsin.

21. Termination

• Option A: Either party may terminate this Agreement for any reason upon [Number] days' written notice.
• Option B: Client may terminate this Agreement immediately for cause, including but not limited to breach of confidentiality or persistent non-performance.
• Requirements for Work-In-Progress Transfer: [Description of requirements, e.g., Contractor will provide all necessary documentation and assistance to transition the project to another provider.]

22. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to:

• Cyberattacks.
• Malware.
• Utility disruptions.
• Notification and Mitigation: [Description of notification and mitigation procedures.]

23. 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.
• Sent by email with confirmation of receipt.
• To the addresses set forth in the introductory paragraph of this Agreement.

24. Integration and Amendment

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.

• This Agreement may be amended only by a written instrument signed by both parties.

25. Severability

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

26. 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.

27. IT-Specific Warranties

Contractor warrants that:

• The Deliverables will be free from viruses and malware.
• The Deliverables will conform to the specifications set forth in Section 1.
• Contractor will provide bug fixes for a period of [Number] days following acceptance of the Deliverables.

28. Compliance with Wisconsin Anti-Discrimination Laws

Contractor shall comply with all applicable Wisconsin anti-discrimination laws in the performance of the Services.

29. Disclosures and Consents

Both parties acknowledge and agree to the terms of this Agreement by signing below. Electronic signatures are accepted as valid in accordance with Wisconsin law. Contractor confirms understanding of responsibilities as defined in Wisconsin statutes relating to independent contractors.

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

Client:

____________________________

[Client Legal Name]

By: ____________________________

[Client Name]

[Client Title]

Contractor:

____________________________

[Contractor Legal Name]

By: ____________________________

[Contractor Name]

[Contractor Title]