Independent Contractor Agreement - Louisiana

INDEPENDENT CONTRACTOR AGREEMENT

(Louisiana)

TABLE OF CONTENTS

1. Parties
2. Scope of Services
3. Term
4. Compensation and Payment Terms
5. Independent Contractor Status
6. Tax Obligations
7. Benefits Exclusion
8. Insurance Requirements
9. Intellectual Property and Work Product
10. Confidentiality
11. Non-Competition
12. Indemnification
13. Termination
14. Dispute Resolution
15. General Provisions
16. Louisiana-Specific Notes
17. Signatures

1. PARTIES

This Independent Contractor Agreement ("Agreement") is entered into as of [__/__/____] (the "Effective Date") by and between:

Client: [CLIENT FULL LEGAL NAME], a [________________________________] organized under the laws of [________________________________], with a principal address at [________________________________] ("Client");

Contractor: [CONTRACTOR FULL LEGAL NAME], a [________________________________] with a principal address at [________________________________], Tax ID/SSN: [________________________________] ("Contractor").

2. SCOPE OF SERVICES

2.1 Contractor shall perform the following services ("Services"):
[________________________________]

2.2 Contractor shall deliver the following deliverables ("Deliverables"):
[________________________________]

2.3 Contractor retains sole discretion over the means, methods, techniques, and procedures for performing the Services, subject only to the results and specifications agreed upon by the Parties.

3. TERM

3.1 This Agreement shall commence on [__/__/____] and continue until [__/__/____], unless earlier terminated pursuant to Section 13 ("Term").

3.2 The Parties may extend the Term by mutual written agreement.

4. COMPENSATION AND PAYMENT TERMS

4.1 Client shall pay Contractor [________________________________] for the Services as follows:

☐ Fixed fee of $[________________________________]
☐ Hourly rate of $[____] per hour
☐ Per-project rate of $[________________________________]
☐ Other: [________________________________]

4.2 Contractor shall submit invoices [________________________________] (e.g., monthly, upon milestone completion).

4.3 Client shall pay each invoice within [____] days of receipt.

4.4 Contractor is responsible for all expenses incurred in performing the Services unless otherwise agreed in writing.

5. INDEPENDENT CONTRACTOR STATUS

5.1 Relationship. The Parties intend an independent-contractor relationship. Their label does not decide classification under a governing statute. Contractor is not authorized to act as Client's agent or partner.

5.2 Louisiana unemployment-insurance classification (La. R.S. 23:1472(12)(E)). For purposes of Louisiana employment security law, services performed by an individual for wages or under a contract of hire are deemed employment unless the administrator is satisfied that all three statutory conditions are met, subject to the separate statutory presumption in § 23:1711.1 where it applies. Record the actual facts; do not sign an inaccurate statement:

☐ (A) Freedom from Control and Direction. Contractor is free from control and direction over the performance of the Services, both under this Agreement and in fact. If not, describe the control: [________________________________].

☐ (B) Outside Usual Course of Business or Premises. The Services are performed either outside the usual course of Client's business or outside all Client places of business. If not, describe where and how the work is performed: [________________________________].

☐ (C) Independently Established Trade or Business. Contractor is customarily engaged in an independently established trade, occupation, profession, or business. If not, describe Contractor's other work: [________________________________].

5.3 Statutory Rebuttable Presumption (La. R.S. 23:1711.1). Subject to subsection B's exclusions, the presumption applies if Contractor controls the performance, methods, or processes used to perform the Services and meets at least six of the following eleven statutory criteria. Check only facts true in practice; an unchecked or untrue item is not cured by this Agreement.

☐ Contractor controls the performance, methods, or processes used to perform the Services.

☐ Contractor operates an independent business providing services for or in connection with Client
☐ Contractor represents the Services as self-employment available to others
☐ Contractor accepts responsibility for tax liability associated with payments received from or through Client
☐ Contractor obtains and maintains required registrations, licenses, and authorizations
☐ Contractor is not covered by Client's health, workers' compensation, or unemployment insurance
☐ Contractor may accept or decline service requests and may perform services for others
☐ Client may impose quality standards or deadlines, but Contractor determines days and time periods worked
☐ Contractor furnishes the major tools or equipment needed for the work
☐ Contractor is paid a fixed or contract rate rather than salary or hourly wages
☐ Contractor bears most performance expenses, subject to express contractual or customary reimbursement
☐ Contractor may use assistants and is responsible for their supervision and compensation

5.4 Contractor shall not hold itself out as an employee of Client and shall have no authority to bind Client.

6. TAX OBLIGATIONS

6.1 If Contractor is properly classified as an independent contractor for the applicable tax system, Client will make payments without employee payroll withholding. If the controlling classification requires withholding, the Parties will comply with that law.

6.2 Contractor will pay taxes legally owed on its compensation. This allocation does not decide tax classification or excuse Client's statutory duties.

6.3 Client shall issue Form 1099-NEC or another information return when required by current federal law and IRS instructions.

6.4 Contractor shall provide Client with a completed IRS Form W-9 prior to commencement of Services.

7. BENEFITS EXCLUSION

7.1 This Agreement offers no employee benefit plan participation as a contract term. Any statutory benefit, workers' compensation, or unemployment entitlement is determined under controlling law and actual classification.

8. INSURANCE REQUIREMENTS

8.1 Contractor shall maintain, at Contractor's own expense, the following insurance coverage during the Term:

☐ Commercial general liability insurance with minimum coverage of $[________________________________]
☐ Professional liability / errors and omissions insurance with minimum coverage of $[________________________________]
☐ Workers' compensation insurance (if Contractor employs others)
☐ Other: [________________________________]

8.2 Contractor shall provide certificates of insurance upon Client's request.

9. INTELLECTUAL PROPERTY AND WORK PRODUCT

9.1 "Work Product" means the Deliverables Contractor creates for Client under this Agreement, excluding listed preexisting materials and third-party property: [LIST OR "NONE": ________________________________].

9.2 Contractor hereby assigns to Client the rights Contractor owns in the Work Product, to the extent transferable under applicable law.

9.3 Contractor grants Client a perpetual, nonexclusive license to use any Contractor-owned preexisting material identified above that is incorporated in a Deliverable, to the extent necessary to use that Deliverable. Other third-party material requires a separately identified license.

9.4 Contractor shall execute all documents reasonably necessary to perfect Client's ownership of the Work Product.

10. CONFIDENTIALITY

10.1 "Confidential Information" means all non-public information disclosed by either Party, including business plans, client lists, financial data, trade secrets, and technical information.

10.2 Each Party shall hold the other Party's Confidential Information in strict confidence and shall not disclose it to third parties without prior written consent.

10.3 Confidentiality obligations shall survive termination of this Agreement for a period of [____] years.

11. NON-COMPETITION

☐ Separate rider. Any post-service competition or customer-solicitation restriction must be set out in a signed rider specifying the restricted business and Louisiana parishes or municipalities where Client carries on a like business. Under La. R.S. 23:921(C), an independent-contractor restriction under a written contract may run no longer than two years from the last work performed under that contract, subject to the statute's other requirements.

☐ Not included. The Parties have elected not to include a non-competition provision.

12. INDEMNIFICATION

12.1 Contractor shall indemnify, defend, and hold harmless Client and its officers, directors, employees, and agents from third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from Contractor's material breach or negligent or willful acts, to the extent caused by Contractor and allowed by law. This clause does not shift Client's statutory classification duties or restrict a worker's claim to statutory benefits.

12.2 Client shall indemnify, defend, and hold harmless Contractor from any claims, damages, losses, and expenses arising from Client's breach of this Agreement or negligent acts or omissions.

13. TERMINATION

13.1 Either Party may terminate this Agreement upon [____] days' written notice.

13.2 Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure within [____] days of notice.

13.3 Upon termination, Contractor shall deliver all completed and in-progress Work Product to Client and shall be compensated for Services satisfactorily performed through the termination date.

14. DISPUTE RESOLUTION

14.1 The Parties shall first attempt to resolve disputes through good-faith negotiation.

14.2 If negotiation fails, disputes shall be resolved by:

☐ Mediation in [________________________________], Louisiana, followed by binding arbitration under the rules of [________________________________].
☐ Binding Arbitration in [________________________________], Louisiana, administered by [________________________________].
☐ Litigation in the courts of the State of Louisiana, [________________________________] Parish.

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

15. GENERAL PROVISIONS

15.1 Entire Agreement. This Agreement constitutes the entire agreement between the Parties and supersedes all prior negotiations and agreements.

15.2 Amendments. No modification shall be effective unless in writing and signed by both Parties.

15.3 Severability. If any provision is held unenforceable, the remaining provisions shall continue in full force and effect.

15.4 Assignment. Contractor may not assign this Agreement without Client's prior written consent.

15.5 Notices. All notices shall be in writing and delivered to the addresses set forth above.

15.6 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original.

16. LOUISIANA-SPECIFIC NOTES

Classification Test: For unemployment-compensation purposes, La. R.S. 23:1472(12)(E) contains three conditions for work for wages or under a contract of hire. Section 23:1711.1 creates a separate rebuttable independent-contractor presumption when its control, six-of-eleven, and subsection B scope conditions are met. Contract labels do not replace the required facts.

Civil Law Jurisdiction: Louisiana is a civil law jurisdiction. Legal principles, contract interpretation, and dispute resolution may differ from common-law states.

Misclassification Penalties (La. R.S. 23:1711):

• Administrative penalty: $500 per misclassified individual, waived for a first offense if the employer becomes compliant within 60 days
• After the first offense: $1,000 per misclassified individual
• Thereafter: $2,500 per misclassified individual
• Contributions, interest, and other penalties may also be due; knowing or willful violations can trigger a three-year bar on state and political-subdivision contracting

Non-Compete Restrictions (La. R.S. 23:921(C)): An independent-contractor restraint under a written contract is limited to the statutory geographic, like-business, activity, and two-years-from-last-work conditions. Review any separate rider against the current statute before signing.

17. SIGNATURES

CLIENT:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

CONTRACTOR:

Signature: [________________________________]
Printed Name: [________________________________]
Title: [________________________________]
Date: [__/__/____]

This document is a template provided for informational purposes only. It does not constitute legal advice. Consult a qualified Louisiana attorney before execution.