Wyoming independent contractor agreement template

Wyoming Independent Contractor Agreement

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

[Client Name], residing at [Client Address], hereinafter referred to as "Client,"

and

[Contractor Name], a [Contractor Legal Entity Type, e.g., LLC, Sole Proprietor], residing at [Contractor Address], hereinafter referred to as "Contractor."

Services

Option A: Contractor shall perform the following services: [Detailed Description of Services]. This includes but is not limited to [List of Specific Deliverables].

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

Project Milestones: [List of Project Milestones and Deadlines]

Work Location:

On-site at Client's premises located at [Client Address].

Remote location, with the Contractor being responsible for providing their own work environment.

Tools and Resources:

Client shall provide the following tools and resources: [List of Client-Provided Tools and Resources].

Contractor shall provide all necessary tools and resources to perform the services.

Independent Contractor Status

Contractor is an independent contractor of Client. Nothing in this Agreement shall be construed as creating an employer-employee relationship, partnership, joint venture, or agency relationship.

Contractor is solely responsible for all applicable federal, state, and local taxes, including self-employment taxes, and shall make all required filings and payments. Client will not withhold any taxes from payments made to Contractor.

Contractor is not entitled to any employee benefits from Client, including, but not limited to, health insurance, vacation pay, sick leave, or retirement benefits. Contractor expressly waives any claim to such benefits.

Term and Termination

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

Option B: This Agreement shall commence on [Start Date] and continue until terminated as provided herein.

Termination by Client:

For Cause: Client may terminate this Agreement immediately upon written notice if Contractor breaches this Agreement or fails to perform the services in a satisfactory manner.

Without Cause: Client may terminate this Agreement upon [Number] days written notice to Contractor.

Termination by Contractor:

For Cause: Contractor may terminate this Agreement immediately upon written notice if Client breaches this Agreement or fails to make timely payments.

Without Cause: Contractor may terminate this Agreement upon [Number] days written notice to Client.

Obligations Upon Termination: Upon termination, Contractor shall deliver all completed and partially completed deliverables to Client. Client shall pay Contractor for all services performed and expenses incurred up to the date of termination, subject to any setoff for damages caused by Contractor's breach.

Compensation

Option A: Client shall pay Contractor at an hourly rate of [Dollar Amount] per hour for services performed.

Option B: Client shall pay Contractor a fixed fee of [Dollar Amount] for the completion of the services.

Option C: Client shall pay Contractor according to the following milestone schedule: [List of Milestones and Payments].

Invoicing Procedures: Contractor shall submit invoices to Client [Frequency of Invoicing, e.g., weekly, monthly]. Invoices shall include a detailed description of the services performed, the dates of performance, and the total amount due.

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

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

Expense Reimbursement:

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

Option B: All expenses are the sole responsibility of the Contractor.

Advances/Deposits:

Option A: Client shall pay Contractor an advance/deposit of [Dollar Amount] upon execution of this Agreement.

Option B: No advance or deposit shall be paid.

Intellectual Property Rights

Work for Hire:

Option A: All deliverables created by Contractor under this Agreement shall be considered "works made for hire" and shall be the sole property of Client.

Option B: Deliverables created by Contractor shall not be considered "works made for hire".

Ownership of Pre-existing IP: Each party shall retain ownership of its pre-existing intellectual property.

Assignment of Inventions:

Option A: Contractor hereby assigns to Client all right, title, and interest in and to any inventions, discoveries, or improvements conceived or made by Contractor in connection with the services.

Option B: Contractor retains all right, title, and interest in and to any inventions, discoveries, or improvements conceived or made by Contractor in connection with the services.

Transfer of Rights: Contractor agrees to execute all documents necessary to transfer ownership of intellectual property to Client.

Confidentiality and Non-Disclosure

Definition of Confidential Information: Confidential Information includes, but is not limited to, Client's trade secrets, business plans, customer lists, financial information, and any other information designated as confidential by Client.

Obligations: Contractor shall not use or disclose any Confidential Information to any third party without Client's prior written consent.

Limitations: The obligations of confidentiality shall not apply to information that is publicly available, already known to Contractor, or received from a third party without restriction.

Survival: The confidentiality obligations shall survive the termination of this Agreement for a period of [Number] years.

Remedies: Client shall be entitled to injunctive relief and other equitable remedies to prevent or restrain any breach of this confidentiality provision.

Non-Solicitation and Non-Competition

Non-Solicitation:

Option A: During the term of this Agreement and for a period of [Number] months following termination, Contractor shall not solicit any of Client's customers, employees, or vendors.

Option B: This Non-Solicitation clause is not applicable to this agreement.

Non-Competition:

Option A: During the term of this Agreement and for a period of [Number] months following termination, Contractor shall not provide similar services to any competitor of Client within a [Number] mile radius of [City, State].

Option B: This Non-Competition clause is not applicable to this agreement.

Contractor Representations and Warranties

Contractor represents and warrants that:

Contractor is duly licensed and qualified to perform the services.

Contractor has the legal authority to enter into this Agreement.

Contractor will comply with all applicable laws and regulations.

Contractor will not infringe on the intellectual property rights of any third party.

Indemnification

Contractor shall indemnify and hold harmless Client from and against any and all claims, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to:

Contractor's breach of this Agreement.

Contractor's negligence or willful misconduct.

Any claim that Contractor's services infringe on the intellectual property rights of a third party.

Client Indemnification (Optional): Client shall indemnify and hold harmless Contractor from and against any and all claims, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to Contractor’s following specific directions from the Client.

Insurance

Option A: Contractor shall maintain the following insurance coverage:

General Liability Insurance: [Coverage Amount]

Professional Liability Insurance: [Coverage Amount]

Workers’ Compensation Insurance: [Coverage Amount] (If required by Wyoming law, Contractor shall secure and maintain this independently.)

Option B: Contractor is not required to maintain any insurance coverage under this Agreement.

Contractor shall provide Client with proof of insurance upon request.

Work Standards and Conduct

Contractor shall perform the services in a professional and workmanlike manner, in accordance with industry standards.

Contractor shall provide Client with regular progress reports as requested.

Contractor shall comply with Client's policies and procedures when on Client's premises.

Client shall have the right to review and approve all deliverables.

Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through negotiation.

Option B: If negotiation fails, the dispute shall be submitted to mediation in [City, State].

Option C: If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.

Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming. The venue for any legal action shall be [County], Wyoming.

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, acts of God, natural disasters, government actions, or pandemics.

The affected party shall promptly notify the other party of the force majeure event and shall use its best efforts to mitigate the effects of the event.

The period of performance shall be extended for a period equal to the duration of the force majeure event.

Assignment and Delegation

Option A: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party.

Option B: Contractor may subcontract portions of the services to qualified subcontractors, provided that Contractor remains responsible for the performance of such subcontractors.

Severability, Waiver, and Amendment

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

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

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

Notice

All notices under this Agreement shall be in writing and shall be deemed to be duly given when:

Delivered personally.

Sent by certified mail, return receipt requested.

Sent by email, with confirmation of receipt.

Notices shall be sent to the following addresses:

To Client: [Client Name], [Client Address], [Client Email]

To Contractor: [Contractor Name], [Contractor Address], [Contractor Email]

Compliance with Laws

Contractor shall comply with all applicable federal, state, and local laws and regulations, including, but not limited to, tax laws, labor laws, and environmental laws.

Contractor acknowledges responsibility for all tax liabilities, business registrations, and required permits.

Wyoming-Specific Provisions

Independent Contractor Status: The parties acknowledge that this agreement is intended to create an independent contractor relationship as defined under Wyoming law. Contractor controls the method and means by which the services are performed.

Department of Workforce Services: Contractor acknowledges the potential applicability of Wyoming Department of Workforce Services regulations and confirms responsibility for compliance where applicable.

No Guarantee of Future Work: This Agreement does not guarantee future work or create an exclusive arrangement unless explicitly stated otherwise in writing.

Workers’ Compensation: Contractor is responsible for self-procured workers’ compensation insurance if applicable under Wyoming law, particularly if they have employees or engage in inherently dangerous work.

Choice of Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming.

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, if applicable]

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title, if applicable]