Wyoming IT independent contractor agreement template

Wyoming IT Independent Contractor Agreement

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

• [Client Full Legal Name], located at [Client Address], hereinafter referred to as “Client,” and
• [Contractor Full Legal Name], located at [Contractor Address], hereinafter referred to as “Contractor.”

1. Scope of IT Services

• Option A: General Scope
  • The Contractor agrees to provide the following IT services to the Client: [Detailed description of IT services, e.g., software development, systems integration, cybersecurity assessments].
• Option B: Specific Scope with Deliverables
  • The Contractor will perform the following tasks and provide the following deliverables:
  • Task 1: [Description of Task 1]. Deliverable: [Deliverable related to Task 1]. Timeline: [Timeline for Task 1].
  • Task 2: [Description of Task 2]. Deliverable: [Deliverable related to Task 2]. Timeline: [Timeline for Task 2].
• Option C: Ongoing Support & Maintenance
  • The Contractor will provide ongoing IT support and maintenance for the Client's [Specific systems or software] including:
  • Problem resolution.
  • Software updates and patching.
  • System monitoring.

2. Working Methods and Access

• Option A: Remote Work
  • The Contractor will perform the services remotely.
• Option B: On-Site Work
  • The Contractor will perform the services on-site at [Client's Specific Location(s) in Wyoming].
• Option C: Access Requirements
  • The Contractor requires access to the following Client systems: [List of Systems].
• Data Security & Compliance: The contractor will comply with all applicable Wyoming and Federal data security standards, including [Specific data privacy regulations, e.g., HIPAA if applicable]. Data handling protocols: [Detailed protocols for data handling, storage, and disposal].

3. Resources Provided

• Option A: Client Provides
  • The Client will provide the following resources: [List of hardware, software, access credentials, documentation].
• Option B: Contractor Provides
  • The Contractor will provide all necessary resources to perform the services, except as explicitly stated above.
• Ownership and Licensing: All work product, code, inventions, and intellectual property (IP) created under this Agreement shall be owned by [Client/Contractor/Specify ownership details]. Licensing details: [Specific license terms for use, modification, customization].

4. Subcontracting

• Option A: Permitted
  • The Contractor may subcontract portions of the work with prior written approval from the Client. Subcontractors must be Wyoming-based.
• Option B: Not Permitted
  • The Contractor shall not subcontract any portion of the work without prior written approval from the Client.

5. Payment

• Option A: Hourly Rate
  • The Client shall pay the Contractor at an hourly rate of [Hourly Rate].
• Option B: Milestone-Based
  • The Client shall pay the Contractor according to the following milestone schedule:
  • Milestone 1: [Milestone Description]. Payment: [Payment Amount].
  • Milestone 2: [Milestone Description]. Payment: [Payment Amount].
• Option C: Per Project
  • The Client shall pay the Contractor a fixed price of [Fixed Price] for the entire project.
• Invoicing: The Contractor shall submit invoices [Frequency of invoicing, e.g., monthly] to the Client. Invoices must include: [Required supporting documentation].
• Wyoming Tax Requirements: The Contractor is responsible for handling all self-employment tax and business license requirements, if applicable, as required by Wyoming law. Sales tax on IT services, if applicable under Wyoming law, will be [Client/Contractor responsibility].
• Late Payment Penalties: Late payments will incur a penalty of [Penalty Amount or Percentage]. Acceptable forms of payment: [List of acceptable forms of payment].

6. Confidentiality and Non-Disclosure

• The Contractor agrees to hold all confidential information of the Client in strict confidence. Confidential information includes: [Source code, client business processes, customer data, proprietary tools].
• Data Handling: The Contractor shall comply with all applicable Wyoming legal standards regarding the handling, storage, and disposal of confidential information.
• Data Breaches: In the event of a data breach, the Contractor shall immediately notify the Client and comply with Wyoming data breach notification requirements.
• Prohibitions: The Contractor shall not use client data for personal or third-party benefit.

7. Independent Contractor Status

• The Contractor is an independent contractor and not an employee of the Client.
• The Contractor is not entitled to participate in any of the Client’s benefit plans.
• The Client will not withhold taxes or insurance from payments to the Contractor.
• The Contractor is responsible for their own workers’ compensation insurance.

8. Non-Solicitation and Non-Competition

• Option A: Non-Solicitation
  • During the term of this Agreement and for a period of [Duration] after termination, the Contractor shall not solicit any employees or clients of the Client within [Geographic Scope within Wyoming].
• Option B: Non-Competition
  • During the term of this Agreement and for a period of [Duration] after termination, the Contractor shall not engage in any business that competes with the Client within [Geographic Scope within Wyoming]. This restriction is tailored to be enforceable under Wyoming law.
• Option C: No Restrictions
  • The Contractor is not subject to any non-solicitation or non-competition restrictions.

9. Insurance

• Option A: Required Insurance
  • The Contractor shall maintain the following insurance policies:
  • General liability insurance: [Minimum Coverage Amount].
  • Professional liability (errors & omissions) insurance: [Minimum Coverage Amount].
  • Cyber liability insurance: [Minimum Coverage Amount].
• Option B: No Insurance Required
  • The Contractor is not required to maintain any specific insurance policies.
• The Contractor shall provide the Client with certificates of insurance upon request, following Wyoming-specific certificate processes if required.

10. Acceptance Criteria and Testing

• Deliverables will be subject to acceptance testing by the Client.
• Acceptance criteria: [Detailed description of acceptance criteria].
• The Client will provide feedback to the Contractor within [Timeframe for feedback].
• Defects: The Contractor shall address any defects within [Response and remediation times].

11. Intellectual Property Indemnification and Liability

• The Contractor shall indemnify the Client against any claims of intellectual property infringement.
• Liability Limits: The Contractor's liability for damages shall be limited to [Liability Limit Amount]. Exclusion of Consequential Damages: To the fullest extent permitted by Wyoming law, neither party shall be liable to the other for any indirect, incidental, consequential, special or punitive damages.

12. Term and Termination

• Option A: Term Length
  • This Agreement shall commence on [Start Date] and continue for a term of [Duration of Agreement].
• Option B: Project Phases and Renewals
  • This Agreement covers the following project phases: [List of project phases]. Renewal terms: [Terms for renewal of the agreement].
• Termination for Convenience: Either party may terminate this Agreement for convenience with [Notice Period] written notice.
• Termination for Cause: Either party may terminate this Agreement for cause (e.g., breach, non-performance, legal non-compliance) with [Notice Period] written notice.
• Wyoming-Specific Rules: Termination will comply with Wyoming-specific rules for contracts impacted by regulatory or statutory changes.

13. Post-Termination Duties

• Upon termination of this Agreement, the Contractor shall:
• Provide a final settlement of accounts.
• Handoff and return or delete all Client data.
• Provide transition assistance to the Client.
• Deliver all source code and documentation to the Client.

14. Wyoming Business Registration and Licensing

• The Contractor is responsible for complying with all Wyoming business registration and local licensing requirements necessary for their contractor status. [Consider IT contractor licensing and reporting practices specific to Wyoming].

15. Dispute Resolution

• The parties agree to attempt to resolve any disputes through good faith negotiation.
• If negotiation fails, the parties agree to submit the dispute to [Mediation/Arbitration].
• The exclusive jurisdiction and venue for any legal action arising out of this Agreement shall be in [Wyoming County], Wyoming. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming.

16. Force Majeure

• Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event. Force majeure events include: [Defining events per Wyoming norms].
• Notification duties: [Duties for notifying the other party of a force majeure event].

17. Notices

• All notices under this Agreement shall be in writing and delivered to the following addresses:
• Client: [Client Address].
• Contractor: [Contractor Address].
• Acceptable Delivery: [Acceptable methods of delivery of legal communications].

18. Compliance with Laws

• The Contractor shall comply with all applicable Wyoming and federal regulations relevant to IT services, including but not limited to [Specific regulations, e.g., CCPA if servicing California users, federal export laws for software, Wyoming data security statutes].

19. Amendment

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

20. Exhibits and Attachments

• The following exhibits and attachments are incorporated into this Agreement:
• Exhibit A: [Detailed schedule of deliverables].
• Exhibit B: [Statement of Work].
• Exhibit C: [Technical Specifications].
• Exhibit D: [Service Level Agreement (SLA)].
• Exhibit E: [Rates].
• Exhibit F: [Sample Invoices].

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

____________________________

[Client Full Legal Name]

____________________________

[Contractor Full Legal Name]