INDEPENDENT CONTRACTOR SERVICES AGREEMENT
(Connecticut)
[// GUIDANCE: This template is intentionally comprehensive yet modular. Delete any bracketed text that does not apply before final execution.]
TABLE OF CONTENTS
- Document Header
- Definitions
- Engagement & Scope of Services
- Compensation & Payment Terms
- Term; Termination
- Representations & Warranties
- Covenants & Compliance
- Default; Remedies
- Risk Allocation
- Dispute Resolution
- General Provisions
- Execution Block
- Connecticut Rider – Worker Classification, Tax, & Insurance
1. DOCUMENT HEADER
THIS INDEPENDENT CONTRACTOR SERVICES AGREEMENT (this “Agreement”) is entered into and made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:
• [COMPANY LEGAL NAME], a [STATE OF FORMATION] [corporation/limited liability company/etc.] with its principal place of business at [COMPANY ADDRESS] (“Company”), and
• [CONTRACTOR LEGAL NAME], a [STATE OF FORMATION] [individual/sole proprietorship/limited liability company/etc.] with its principal place of business at [CONTRACTOR ADDRESS] (“Contractor”).
Company and Contractor are sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties.”
RECITALS
A. Company desires to retain Contractor to perform certain specialized services on an independent-contractor basis.
B. Contractor represents that it possesses the requisite skill, experience, and resources to perform such services in a professional and workmanlike manner.
C. The Parties desire to enter into this Agreement to set forth the terms and conditions governing their relationship.
NOW, THEREFORE, in consideration of the mutual covenants herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
2. DEFINITIONS
For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Defined terms include all grammatical variations and cross-references to usage herein.
“Affiliate” – any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.
“Applicable Law” – all federal, state (particularly, the laws of the State of Connecticut), and local statutes, regulations, ordinances, and other legal requirements applicable to the Services or this Agreement.
“Confidential Information” – all non-public information disclosed by either Party, whether in oral, written, electronic, or other form, that is designated as confidential or that a reasonable person should understand to be confidential.
“Deliverables” – all work product, reports, data, and other tangible or intangible items to be delivered by Contractor pursuant to the Statement of Work.
“Services” – the services to be provided by Contractor described in Section 3 and the applicable Statement of Work.
“Statement of Work” or “SOW” – a document executed by both Parties that references this Agreement and sets forth project-specific details, including scope, milestones, timelines, fees, and acceptance criteria.
3. ENGAGEMENT & SCOPE OF SERVICES
3.1 Engagement. Company hereby engages Contractor, and Contractor accepts such engagement, to perform the Services strictly as an independent contractor and not as an employee of Company.
3.2 Scope. Contractor shall render the Services and provide the Deliverables described in one or more mutually executed SOWs, each of which is incorporated herein by reference.
3.3 Performance Standards. Contractor shall:
(a) perform the Services in a diligent, timely, professional, and workmanlike manner in accordance with industry best practices;
(b) allocate sufficient qualified personnel and resources to meet all deadlines; and
(c) comply with all Applicable Law, including, without limitation, the Connecticut worker-classification standards referenced in the Connecticut Rider.
3.4 Subcontracting. Contractor may not subcontract any portion of the Services without Company’s prior written consent. Any permitted subcontractor shall be bound in writing by terms at least as protective of Company as this Agreement.
[// GUIDANCE: Consider inserting a detailed project plan as an exhibit to the first SOW.]
4. COMPENSATION & PAYMENT TERMS
4.1 Fees. In consideration of the Services, Company shall pay Contractor the fees set forth in the applicable SOW (the “Fees”). Unless expressly stated otherwise, Fees are: (a) payable in U.S. Dollars; (b) exclusive of all taxes; and (c) deemed earned only upon Company’s written acceptance of the applicable Deliverables.
4.2 Invoices; Payment. Contractor shall invoice Company in accordance with the schedule in the SOW. Company shall pay undisputed amounts within [___] days after receipt of a correct invoice.
4.3 Expenses. Company shall reimburse only those reasonable, pre-approved out-of-pocket expenses expressly authorized in the SOW and supported by documentation acceptable to Company.
4.4 Setoff. Company may offset any amounts due to Contractor against any amounts Contractor owes to Company.
4.5 Taxes. Contractor is solely responsible for all federal, state, and local taxes arising from the Fees, including estimated income taxes and self-employment taxes. Nothing herein shall render Company responsible for withholding taxes under 26 U.S.C. § 3402 or under Conn. Gen. Stat. ch. 228c.
5. TERM; TERMINATION
5.1 Term. This Agreement commences on the Effective Date and continues until the earliest of:
(a) completion of all SOWs;
(b) termination pursuant to this Section; or
(c) [TERMINATION DATE], unless extended by mutual written agreement.
5.2 Termination for Convenience. Either Party may terminate this Agreement or any SOW for convenience upon [___] days’ prior written notice to the other Party.
5.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure within ten (10) days after written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or commences bankruptcy proceedings; or (c) engages in fraud, willful misconduct, or gross negligence.
5.4 Effect of Termination. Upon expiration or termination:
(a) Contractor shall cease all Services, deliver all work-in-progress, and return or destroy Company’s Confidential Information;
(b) Company shall pay Contractor undisputed Fees for Services properly performed through the termination date; and
(c) Sections 4.5, 6, 7.4, 8, 9, 10, 11, and the Connecticut Rider shall survive.
6. REPRESENTATIONS & WARRANTIES
6.1 Mutual Representations. Each Party represents that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation; (b) it has full power and authority to enter into and perform this Agreement; and (c) this Agreement constitutes a valid and binding obligation enforceable against such Party.
6.2 Contractor Representations. Contractor further represents and warrants that:
(a) the Services and Deliverables will conform materially to the specifications in the applicable SOW and be free from material defects;
(b) it possesses all licenses, permits, and insurance required by Applicable Law and the Connecticut Rider;
(c) no Deliverable will infringe any third-party intellectual-property right; and
(d) it is and shall remain an independent contractor under Applicable Law, including the ABC test under Conn. Gen. Stat. § 31-222(a)(1)(B)(ii).
6.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6.4 Survival. The warranties in this Section survive for [___] months after Company’s acceptance of the applicable Deliverable.
7. COVENANTS & COMPLIANCE
7.1 Confidentiality. Each Party shall use the other’s Confidential Information solely to perform under this Agreement and shall protect such information with at least the same care it uses to protect its own similar information, but in no event less than reasonable care.
7.2 Intellectual Property. Unless otherwise stated in the SOW: (a) Contractor hereby grants to Company a perpetual, irrevocable, worldwide, royalty-free, transferable license to use, reproduce, modify, and distribute the Deliverables for Company’s business purposes; and (b) pre-existing intellectual property of either Party remains the sole property of that Party.
7.3 Non-Solicitation. During the term of this Agreement and for twelve (12) months thereafter, Contractor shall not knowingly solicit for employment any employee of Company that Contractor came to know through performing the Services, without Company’s prior written consent.
7.4 Records & Audit. Contractor shall maintain complete and accurate records relating to its performance and shall allow Company, on reasonable notice and during normal business hours, to audit such records to confirm compliance with this Agreement.
8. DEFAULT; REMEDIES
8.1 Events of Default. A Party is in default if it:
(a) materially breaches this Agreement and fails to cure within the applicable cure period, or
(b) experiences an insolvency event described in Section 5.3.
8.2 Remedies. Upon default, the non-defaulting Party may, without limiting any other rights:
(a) suspend performance;
(b) withhold further payments;
(c) pursue specific performance or injunctive relief; and
(d) recover actual damages, including reasonable attorneys’ fees and costs.
8.3 Mitigation. Each Party shall use commercially reasonable efforts to mitigate its damages.
9. RISK ALLOCATION
9.1 Indemnification by Contractor. Contractor shall indemnify, defend, and hold harmless Company, its Affiliates, and their respective officers, directors, employees, and agents (“Indemnitees”) from and against any and all third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from:
(a) Contractor’s breach of this Agreement;
(b) Contractor’s violation of Applicable Law, including worker-classification and tax obligations;
(c) bodily injury, death, or property damage caused by Contractor; or
(d) any actual or alleged infringement of intellectual-property rights by the Deliverables.
9.2 Limitation of Liability. EXCEPT FOR (i) LIABILITY ARISING UNDER SECTION 9.1 (INDEMNIFICATION), (ii) BREACHES OF CONFIDENTIALITY, OR (iii) WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY. EACH PARTY’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE TO CONTRACTOR UNDER THE APPLICABLE SOW GIVING RISE TO THE CLAIM, SUBJECT TO ANY NON-WAIVABLE STATUTORY LIMITATIONS UNDER CONNECTICUT LAW.
[// GUIDANCE: Adjust the cap or carve-outs to match risk tolerance. Connecticut generally enforces liability caps unless unconscionable or contrary to public policy.]
9.3 Insurance. Contractor shall maintain, at its own expense and for the term of this Agreement plus twelve (12) months:
(a) Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence and $2,000,000 aggregate;
(b) Professional Liability/Errors & Omissions insurance with limits of not less than $1,000,000 per claim (if Services are professional in nature);
(c) Workers’ Compensation insurance as required by Connecticut law for any of Contractor’s employees; and
(d) Automobile Liability insurance (if vehicle use is required) with limits of not less than $1,000,000 combined single limit.
Contractor shall provide certificates of insurance evidencing the foregoing upon request.
9.4 Force Majeure. Neither Party is liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, terrorism, pandemic, or governmental actions, provided the affected Party gives prompt notice and resumes performance as soon as practicable.
10. DISPUTE RESOLUTION
10.1 Governing Law. This Agreement and any dispute hereunder shall be governed by and construed in accordance with the laws of the State of Connecticut, without regard to its conflict-of-law principles.
10.2 Forum Selection. Subject to Section 10.3, the Parties consent to the exclusive jurisdiction of the state and federal courts located in [COUNTY], Connecticut, and waive any objection to venue therein.
10.3 Arbitration. [CHECK ONE]
☐ Arbitration Elected. Any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be [CITY], Connecticut. Judgment on the award may be entered in any court of competent jurisdiction.
☐ Arbitration Not Elected. The Parties shall resolve disputes solely in the courts specified in Section 10.2.
10.4 Jury Waiver. To the extent permitted by Applicable Law, EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY in any action or proceeding arising out of this Agreement.
10.5 Injunctive Relief. Each Party acknowledges that a breach of Sections 6 or 7 may cause irreparable harm for which monetary damages may be inadequate, and agrees that the non-breaching Party shall be entitled to seek injunctive relief without posting bond, in addition to any other remedies.
11. GENERAL PROVISIONS
11.1 Amendment; Waiver. No amendment or waiver of any provision shall be effective unless in writing and signed by both Parties. A waiver on one occasion shall not constitute a waiver on any subsequent occasion.
11.2 Assignment. Neither Party may assign or delegate its rights or obligations without the prior written consent of the other Party, except to a surviving entity in a merger or sale of substantially all assets; provided that Contractor may not assign to Company’s competitor without Company’s written consent.
11.3 Successors & Assigns. This Agreement binds and benefits the Parties and their respective successors and permitted assigns.
11.4 Severability. If any provision is held invalid or unenforceable, the remainder shall be construed to effectuate the Parties’ intent, and the invalid provision shall be deemed modified to the minimum extent necessary.
11.5 Entire Agreement. This Agreement, together with all SOWs and exhibits, constitutes the entire agreement and supersedes all prior or contemporaneous agreements relating to its subject matter.
11.6 Counterparts; Electronic Signatures. This Agreement may be executed in counterparts (including via electronic signature or PDF), each of which is deemed an original, and all of which together constitute one instrument.
11.7 Notices. All notices shall be in writing and deemed given when (a) delivered personally, (b) sent by nationally recognized overnight courier (signature required), or (c) sent by certified mail, return receipt requested, in each case to the addresses set forth above or such other address designated by notice.
12. EXECUTION BLOCK
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
| COMPANY | CONTRACTOR |
|---|---|
| By: _______ | By: _______ |
| Name: _____ | Name: _____ |
| Title: ____ | Title: ____ |
| Date: _____ | Date: _____ |
[Notary Acknowledgment / Witness Lines if required by Company policy or specific transaction.]
13. CONNECTICUT RIDER – WORKER CLASSIFICATION, TAX, & INSURANCE
13.1 Independent-Contractor Status Under Connecticut Law. Contractor affirms that it meets the “ABC Test” set forth under Conn. Gen. Stat. § 31-222(a)(1)(B)(ii) for purposes of unemployment compensation and shall maintain such status throughout the term. Contractor shall:
(a) be free from Company’s control and direction in performing the Services, subject only to the result to be accomplished;
(b) perform the Services outside Company’s usual course of business or outside all places of business of Company; and
(c) customarily engage in an independently established trade, occupation, profession, or business of the same nature as the Services.
13.2 Tax Obligations. Contractor shall:
(a) provide Company with a completed IRS Form W-9 prior to commencing Services;
(b) file all required federal, Connecticut state, and local tax returns; and
(c) indemnify Company against any liability for withholding, FICA, unemployment insurance, or other taxes relating to compensation paid under this Agreement.
13.3 State Payroll & Misclassification Penalties. Contractor acknowledges that misclassification of workers in Connecticut may result in civil penalties, stop-work orders, and debarment. Contractor shall cooperate fully with any audit or investigation by the Connecticut Department of Labor and promptly furnish all requested documentation.
13.4 Workers’ Compensation. If Contractor has employees working on the Services, Contractor shall carry workers’ compensation insurance in compliance with Conn. Gen. Stat. §§ 31-275 to 31-355 and provide Company with evidence of coverage. Contractor shall not permit any individual classified as an employee to perform Services on Company premises without such coverage.
13.5 Occupational Licensing. If Applicable Law requires any occupational license (e.g., trades, construction, or professional services), Contractor shall maintain such license in good standing and provide copies to Company upon request.
13.6 Unemployment Insurance. Contractor shall register with the Connecticut Department of Labor as required and timely pay all unemployment contributions attributable to its employees.
[// GUIDANCE: This Rider may be severed and updated independently if Connecticut law changes.]
[// GUIDANCE: End of template. Review carefully for transaction-specific edits, defined term alignment, and removal of inapplicable options before circulating to client or counterparty.]