Independent Contractor Agreement - New Hampshire

INDEPENDENT CONTRACTOR AGREEMENT

State of New Hampshire

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. New Hampshire-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: New Hampshire 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, if accurate, that Contractor is customarily engaged in an independently established trade, occupation, profession, or business;

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.

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 completed work and is paid through termination date.

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: [________________________________]

6. INDEPENDENT CONTRACTOR STATUS

6.1. Intended Relationship. The Parties intend an independent-contractor relationship and do not intend to create an agency, joint venture, or partnership. Actual classification for statutory purposes depends on the applicable law and working relationship.

6.2. Unemployment Compensation ABC Test. For unemployment compensation, RSA 282-A:9, III presumes paid services are employment unless the following three conditions are shown:

Prong A — Freedom from Control and Direction:
☐ Contractor is free from control and direction in performing the Services, both under this Agreement and in fact

Prong B — Outside Usual Course of Business:
☐ The Services are performed outside the usual course of Company's business; OR
☐ The Services are performed outside all of Company's places of business

Prong C — Independently Established Trade:
☐ Contractor is customarily engaged in an independently established trade, occupation, profession, or business

6.3. Workers' Compensation and Wage Payment. RSA 281-A:2, VI(b)(1) and RSA 275:42, II use a separate seven-criterion test. Subject to the statutes' stated exceptions, check whether the Contractor meets all of these:
☐ Has or has applied for a federal employer identification number or Social Security number, or agrees in writing to carry out the relevant employer responsibilities
☐ Controls the means and manner of performing the work, with the result rather than the method bargained for
☐ Controls when the work is performed, subject to agreed completion schedules and work-hour ranges
☐ Hires, pays, and supervises any assistants
☐ Holds out as an independent business or is registered as one, with continuing or recurring business liabilities or obligations
☐ Is responsible for satisfactory completion and may be contractually responsible for failure to complete
☐ Is not required to work exclusively for Company

6.4. Performance. Contractor controls the manner and means of performing the Services, subject to the agreed deliverables, deadlines, and lawful site requirements. The parties will review their actual practices against the applicable classification tests.

7. TAX OBLIGATIONS

7.1. Contractor is responsible for taxes applicable to properly classified independent-contractor income. New Hampshire does not tax individual W-2 wages and repealed its interest and dividends tax for taxable periods beginning after December 31, 2024.

7.2. Company shall not withhold employment taxes from payments if Contractor is properly classified as an independent contractor, except as otherwise required by law.

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

7.4. Contractor shall provide a W-9 prior to first payment.

8. NO EMPLOYEE BENEFITS

8.1. This Agreement does not promise Company employee benefits to Contractor. Any statutory entitlement to workers' compensation, unemployment insurance, or wage protections depends on the actual classification under the applicable test.

8.2. Contractor is responsible for personal coverage.

9. INSURANCE

9.1. Contractor shall maintain at Contractor's expense:

☐ General liability insurance: $[________________________________] minimum
☐ Professional liability insurance: $[________________________________] minimum
☐ Workers' compensation insurance (if required for Contractor's workers under applicable law)
☐ Commercial auto insurance (if applicable)

9.2. Certificates of insurance upon request.

10. INTELLECTUAL PROPERTY

10.1. Work Product.

☐ 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 rights; grants non-exclusive license for incorporated materials.

10.3. Assignment. If the assignment option in Section 10.1 is selected, Contractor assigns to Company all assignable rights in the deliverables specifically identified in Exhibit A, excluding Contractor's pre-existing materials. Contractor will identify any excluded materials in Exhibit A and grant the license in Section 10.2 for materials incorporated into a deliverable.

11. CONFIDENTIALITY

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

11.2. Obligations. Maintain strict confidence, no disclosure without consent, use solely for Services.

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

11.4. Duration. Survives [____] years. Trade secrets protected under the New Hampshire Uniform Trade Secrets Act (N.H. Rev. Stat. Ann. § 350-B:1 et seq.).

12. OTHER WORK AND CUSTOMER CONTACT

12.1. Other Work. Contractor may serve other clients during and after this Agreement, subject to the confidentiality duties in Section 11 and Contractor's delivery obligations in Exhibit A.

12.2. Customer Contact. Contractor shall not use Company's confidential customer information to solicit customers on Company's behalf or for Contractor's own business without Company's consent. This paragraph does not restrict general advertising or contact using information Contractor obtained independently.

12.3. No Post-Term Noncompete. This Agreement imposes no restriction on competing after termination.

13. INDEMNIFICATION

13.1. Contractor shall indemnify, defend, and hold harmless Company from claims arising from: (a) performance of Services; (b) breach of Agreement; (c) negligence or willful misconduct; (d) claims of employment status.

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

14. DISPUTE RESOLUTION

14.1. Governing Law. Governed by New Hampshire law.

14.2. Mediation. Parties shall first attempt mediation in [________________________________] County, New Hampshire.

14.3. Arbitration / Litigation.

☐ Binding arbitration under AAA rules in [________________________________], New Hampshire.
☐ Jurisdiction in [________________________________] County Superior Court, New Hampshire.

14.4. Attorneys' Fees. Prevailing party entitled to reasonable fees and costs.

15. NEW HAMPSHIRE-SPECIFIC NOTICES

15.1. Different Classification Tests. The three-part ABC test in RSA 282-A:9, III governs unemployment compensation. Workers' compensation under RSA 281-A:2, VI(b)(1) and wage payment under RSA 275:42, II instead use the separate seven-criterion test summarized in Section 6.3, subject to their stated exceptions. A contract label alone does not establish classification.

15.2. Unemployment Prong B. For unemployment compensation, services must be outside the usual course of Company's business or outside all of its places of business. Check both statutory alternatives against the actual work and business locations.

15.3. Classification Review. The parties will assess the actual work against each applicable state and federal test. A mistaken label can leave obligations under the governing workers' compensation, unemployment, wage, and tax laws unresolved.

15.4. Workers' Compensation. Under RSA 281-A:2, VI(b)(1), the employee presumption for covered paid services may be rebutted by proof that all seven statutory criteria are met, subject to the provision's stated exceptions. The unemployment ABC test does not determine workers' compensation status.

15.5. Federal and State Standards. Evaluate the federal standard applicable to the work separately from each relevant New Hampshire test; satisfying one classification test does not establish status under another.

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.H. Rev. Stat. Ann. § 282-A:9 — unemployment classification
• N.H. Rev. Stat. Ann. § 281-A:2 — workers' compensation classification
• N.H. Rev. Stat. Ann. § 275:42 — wage-payment employee definition
• N.H. Rev. Stat. Ann. § 350-B:1 — trade-secret definition
• New Hampshire Department of Revenue — interest and dividends tax repeal
• IRS — Instructions for Forms 1099-MISC and 1099-NEC