Independent Contractor Agreement - North Dakota

INDEPENDENT CONTRACTOR AGREEMENT

State of North Dakota

Table of Contents

1. Parties
2. Recitals
3. Scope of Services
4. Term and Termination
5. Compensation and Payment
6. Independent Contractor Status
7. Tax Obligations
8. No Employee Benefits
9. Insurance
10. Intellectual Property
11. Confidentiality
12. Non-Competition and Non-Solicitation
13. Indemnification
14. Dispute Resolution
15. North Dakota-Specific Notices
16. General Provisions
17. Signatures

1. PARTIES

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

Company/Client:
Name: [________________________________]
Address: [________________________________]
City: [________________________________] State: North Dakota ZIP: [____]
EIN/Tax ID: [________________________________]

Independent Contractor:
Name: [________________________________]
DBA (if applicable): [________________________________]
Address: [________________________________]
City: [________________________________] State: [____] ZIP: [____]
SSN/EIN: [________________________________]

2. RECITALS

WHEREAS, Company desires to engage Contractor to perform certain services; and

WHEREAS, Contractor represents that Contractor operates an independently established business and intends to perform the Services without Company control over the methods of work;

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

3. SCOPE OF SERVICES

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

3.2. Deliverables: [________________________________]

3.3. Contractor shall determine the manner, method, and means of performing the Services. Company may specify desired results only.

4. TERM AND TERMINATION

4.1. Term. This Agreement begins on [__/__/____] and continues through [__/__/____].

4.2. Termination for Convenience. Either Party may terminate upon [____] days' written notice.

4.3. Termination for Cause. Either Party may terminate immediately upon material breach if not cured within [____] days.

4.4. Effect of Termination. Contractor delivers all completed work and is paid for Services performed through termination.

5. COMPENSATION AND PAYMENT

5.1. Compensation.

☐ Fixed fee of $[________________________________]
☐ Hourly rate of $[________________________________] per hour
☐ Milestone-based payments per Exhibit A
☐ Other: [________________________________]

5.2. Invoicing. Contractor shall submit invoices [________________________________].

5.3. Payment Terms. Payment due within [____] days of valid invoice.

5.4. Expenses. Contractor bears all expenses unless pre-approved. Pre-approved expenses: [________________________________]

6. INDEPENDENT CONTRACTOR STATUS

6.1. Classification. The Parties intend an independent contractor relationship, without agency, joint venture, or partnership. Actual worker classification remains subject to applicable law and the facts of performance.

6.2. North Dakota Common-Law Factors. Under N.D. Cent. Code §§ 52-01-01(17)(e) and 65-01-03(1), and N.D. Admin. Code § 27-02-14-01, actual control and the working relationship determine status. The rule's twenty factors are guides whose weight depends on the occupation and facts. The parties record the following intended practices, subject to actual performance:

☐ Contractor controls when, where, and how Services are performed
☐ Contractor sets their own schedule without required hours
☐ Contractor provides their own tools, equipment, and supplies
☐ Contractor has the right to hire and pay assistants
☐ Contractor is free to work for other clients simultaneously
☐ Contractor maintains an independently established business
☐ Contractor has a significant investment in their own business
☐ Contractor has an opportunity for profit or loss
☐ Contractor is not integrated into Company's regular operations
☐ The relationship is project-based, not continuing indefinitely
☐ Contractor is not required to submit regular reports
☐ Contractor is not trained by Company

6.3. Burden of Proof. For workers' compensation classification under N.D. Cent. Code § 65-01-03(1), the person asserting independent contractor status bears the burden of proving it. This Agreement alone does not establish that status.

6.4. No Control. Company shall not control the details, manner, or means of Contractor's work.

7. TAX OBLIGATIONS

7.1. Contractor shall report and pay taxes applicable to Contractor's income, subject to any withholding or reporting obligations the law places on Company.

7.2. Company shall withhold taxes only when required by applicable law.

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

7.4. If Contractor is a U.S. person, Contractor shall provide a completed Form W-9 before first payment. A contractor who is not a U.S. person shall provide the applicable tax documentation requested by Company.

8. NO EMPLOYEE BENEFITS

8.1. The Parties do not intend to provide employee benefits under this Agreement. Statutory workers' compensation, unemployment, and other rights, if any, depend on actual classification and applicable law and are not waived by this clause.

8.2. Contractor is responsible for obtaining personal insurance coverage.

9. INSURANCE

9.1. Contractor shall maintain at Contractor's expense:

☐ General liability insurance: $[________________________________] minimum
☐ Professional liability insurance: $[________________________________] minimum
☐ Workers' compensation coverage through WSI (if required by law)
☐ Commercial auto insurance (if applicable)

9.2. Certificates of insurance shall be provided upon request.

10. INTELLECTUAL PROPERTY

10.1. Work Product. All work product shall be:

☐ Assigned to Company under Section 10.3
☐ Licensed to Company per: [________________________________]
☐ Owned by Contractor with perpetual non-exclusive license to Company

10.2. Pre-Existing IP. Contractor retains pre-existing IP rights and grants Company a non-exclusive license for incorporated materials.

10.3. Assignment. If the assignment option in Section 10.1 is selected, Contractor assigns to Company Contractor's rights in the identified Work Product upon creation, excluding Pre-Existing IP listed in [EXHIBIT / DESCRIPTION]. If another ownership option is selected, that option controls.

11. CONFIDENTIALITY

11.1. Definition. "Confidential Information" means all non-public information disclosed by Company.

11.2. Obligations. Contractor shall maintain strict confidence, not disclose without consent, and use solely for Services.

11.3. Exceptions. Publicly available information, previously known, independently developed, or legally required disclosures.

11.4. Duration. Contractual obligations survive for [____] years. Information qualifies as a trade secret under N.D. Cent. Code § 47-25.1-01(4) only if it has independent economic value from secrecy and is subject to reasonable secrecy efforts; the confidentiality label alone does not establish that status.

12. NON-COMPETITION AND NON-SOLICITATION

12.1. During Services. Contractor shall not misuse Company's confidential information or trade secrets to divert a Company engagement while performing the Services. This clause imposes no post-termination restriction on lawful competition or solicitation.

12.2. North Dakota Statutory Limitation. N.D. Cent. Code § 9-08-06 generally voids contracts restraining a lawful profession, trade, or business, subject to its stated exceptions. No post-termination noncompetition covenant is imposed here.

13. INDEMNIFICATION

13.1. Contractor shall indemnify, defend, and hold harmless Company from third-party claims arising from Contractor's breach of this Agreement or Contractor's negligence or willful misconduct in performing the Services, to the extent permitted by law. This clause does not shift statutory obligations based on the worker's actual classification.

13.2. Company shall indemnify Contractor from claims arising from Company's negligence or willful misconduct.

14. DISPUTE RESOLUTION

14.1. Governing Law. Governed by North Dakota law.

14.2. Mediation. Parties shall first attempt mediation in [________________________________] County, North Dakota.

14.3. Arbitration / Litigation.

☐ Binding arbitration under AAA rules in [________________________________], North Dakota.
☐ Litigation in [________________________________] County District Court, North Dakota, subject to the court's jurisdiction and mandatory venue rules.

14.4. Attorneys' Fees. In a dispute to enforce this Agreement, the prevailing party may recover reasonable attorneys' fees and costs only to the extent this provision is enforceable under North Dakota law. If this Agreement or a related instrument is evidence of debt, no fee is payable under this provision for default in payment or proceedings to collect the debt to the extent barred by N.D. Cent. Code § 28-26-04.

15. NORTH DAKOTA-SPECIFIC NOTICES

15.1. Classification Test. N.D. Admin. Code § 27-02-14-01 uses twenty common-law factors as guides for unemployment classification and says their weight depends on the occupation and facts. N.D. Cent. Code § 65-01-03(1) separately presumes employment for remunerated services in the workers' compensation context and places the burden of proving contractor status on the person asserting it. The parties' label does not override the actual relationship.

15.2. Workforce Safety & Insurance (WSI). N.D. Cent. Code § 65-01-03 applies a common-law test to the employee-versus-contractor question for workers' compensation. Confirm the actual relationship and coverage obligations with WSI before treating a worker as outside employee coverage.

15.3. Non-Compete Restrictions. N.D. Cent. Code § 9-08-06 generally voids agreements restraining lawful professions, trades, or businesses, subject to exceptions for specified goodwill sales and partner, member, or shareholder ownership transactions. This Agreement imposes no post-termination noncompete covenant.

15.4. Unemployment Compensation. N.D. Cent. Code § 52-01-01(17)(e) deems paid services employment unless independent contractor status is shown under the common-law test; N.D. Admin. Code § 27-02-14-01 explains its control factors.

16. GENERAL PROVISIONS

16.1. Entire Agreement. Complete agreement superseding all prior discussions.

16.2. Amendments. Written and signed by both Parties.

16.3. Severability. Invalid provisions severed.

16.4. Notices. Written to addresses above.

16.5. Assignment. Not assignable without consent.

16.6. Waiver. No waiver constitutes future waiver.

16.7. Counterparts. Executable in counterparts.

17. SIGNATURES

IN WITNESS WHEREOF, the Parties execute this Agreement as of the Effective Date.

COMPANY/CLIENT:

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

INDEPENDENT CONTRACTOR:

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

EXHIBIT A — STATEMENT OF WORK

[________________________________]

Sources and References:

• N.D. Admin. Code § 27-02-14-01 — Employment Defined
• ND WSI — Coverage Requirements
• N.D. Cent. Code § 9-08-06 — Restraint of Business Void
• N.D. Cent. Code § 52-01-01 — Unemployment Compensation Definitions