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Independent Contractor Subcontractor Agreement Template for United States

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Key Requirements PROMPT example:

Independent Contractor Subcontractor Agreement

"I need an Independent Contractor Subcontractor Agreement for hiring a software development company to assist with our mobile app project, with specific provisions for code ownership and data security, starting March 2025 and running for 18 months."

Document background
The Independent Contractor Subcontractor Agreement is essential when a primary contractor needs to engage specialized services through a subcontractor while maintaining clear independent contractor status. This agreement, governed by U.S. federal and state laws, serves to protect both parties by clearly defining roles, responsibilities, scope of work, and payment terms. It's particularly crucial for maintaining proper worker classification, managing liability, and ensuring compliance with tax regulations. The document includes provisions for insurance requirements, intellectual property rights, and confidentiality, making it suitable for various industries and project types.
Suggested Sections

1. Parties: Identification of the contracting parties, including the primary contractor and subcontractor

2. Background: Context of the agreement and relationship between parties

3. Definitions: Key terms used throughout the agreement

4. Scope of Services: Detailed description of work to be performed by the subcontractor

5. Term and Termination: Duration of agreement and conditions for termination

6. Compensation: Payment terms, rates, and schedule for services rendered

7. Independent Contractor Status: Declaration of independent contractor relationship and associated obligations

8. Insurance Requirements: Required insurance coverage and minimum limits

9. Compliance with Laws: Obligations to comply with applicable federal, state, and local laws

10. Representations and Warranties: Statements of fact and promises made by both parties

11. Indemnification: Protection against losses and liability allocation between parties

12. General Provisions: Standard legal provisions including governing law, notices, and amendments

Optional Sections

1. Intellectual Property Rights: Ownership and rights to work product, applicable when work involves creation of IP

2. Confidentiality: Protection of confidential information and trade secrets

3. Non-Compete: Restrictions on competitive activities during and after the agreement

4. Non-Solicitation: Restrictions on soliciting employees, customers, or other business relationships

5. Data Protection and Privacy: Obligations regarding handling of personal and sensitive data

6. Force Majeure: Provisions for unforeseeable circumstances preventing performance

Suggested Schedules

1. Schedule A - Scope of Work: Detailed description of services, deliverables, and performance standards

2. Schedule B - Fee Schedule: Detailed breakdown of rates, payment terms, and reimbursable expenses

3. Schedule C - Insurance Requirements: Specific insurance coverage requirements, limits, and certificates

4. Schedule D - Project Timeline: Project milestones, deadlines, and delivery schedule

5. Schedule E - Key Personnel: List of key personnel assigned to the project and their qualifications

Authors

Alex Denne

Head of Growth (Open Source Law) @ ¶¶Òõ¶ÌÊÓÆµ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Clauses




















Industries

Internal Revenue Code (IRC): Federal tax regulations governing worker classification rules and tax obligations for independent contractors

Fair Labor Standards Act (FLSA): Federal law establishing wage, hour, and overtime standards, important for proper contractor classification

Immigration Reform and Control Act (IRCA): Federal law requiring verification of work eligibility for all workers, including contractors

Civil Rights Act: Federal anti-discrimination law that may apply to contractor relationships

Americans with Disabilities Act (ADA): Federal law protecting rights of individuals with disabilities, which may affect contractor accommodations

State Labor Laws: Various state-specific regulations governing employment and contractor relationships

State Worker Classification Tests: State-specific tests (such as California's ABC test) for determining contractor status

State Licensing Requirements: State-specific professional licensing and permit requirements for contractors

IRS 20-Factor Test: Federal guidelines used to determine whether a worker is an employee or independent contractor

Workers' Compensation Requirements: State-specific insurance requirements for workplace injuries and illnesses

Copyright Act: Federal law governing intellectual property rights and ownership of created works

Trade Secret Protection: Laws protecting confidential business information and trade secrets

State Contract Law: State-specific regulations governing contract formation, enforcement, and remedies

Uniform Commercial Code: Standardized state laws governing commercial transactions, which may apply to certain contractor agreements

State Data Protection Laws: State-specific regulations governing data privacy and security requirements

Industry-Specific Regulations: Specialized rules for particular sectors such as construction, healthcare, or financial services

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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