Independent Contractor Agreement - Ohio

OHIO INDEPENDENT CONTRACTOR SERVICES AGREEMENT

CLASSIFICATION WARNING: This Agreement records the Parties' intended relationship. It does not override a worker-status determination required by Ohio or federal law. The Parties must administer the engagement consistently with the facts recorded below.

This Independent Contractor Services Agreement (the “Agreement”) is entered as of [__/__/____] by and between:

The Company and Contractor are each a “Party” and together the “Parties.”

1. SERVICES AND STATEMENTS OF WORK

1.1 Engagement

The Company engages Contractor to perform the services described in one or more signed statements of work (“SOWs”). Contractor accepts the engagement subject to this Agreement.

1.2 Required SOW Terms

Each SOW must identify:

• services, deliverables, and objective acceptance criteria;
• project dates and requested deadlines;
• a fixed, milestone, per-project, or per-unit fee;
• invoice and payment dates;
• approved expenses;
• required licenses, insurance, and security controls;
• which Party supplies tools, equipment, personnel, materials, and workspace;
• Contractor's discretion over sequence, methods, staffing, and ordinary work time;
• Contractor's business investment and opportunity for profit or loss; and
• each proposed subcontractor and required workers' compensation evidence.

1.3 Changes

A change to scope, price, or deadline is effective only in a writing signed by both Parties. The Company may define desired results, specifications, lawful requirements, worksite rules, and requested deadlines without assuming day-to-day control over the manner and means of performance.

2. TERM AND WORK OPPORTUNITIES

2.1 Term

This Agreement begins on [__/__/____] and continues until [__/__/____ / completion of all SOWs], unless earlier terminated under Section 13.

2.2 No Guaranteed Work; Nonexclusivity

Unless an SOW states otherwise, the Company is not required to offer a minimum amount of work. Contractor may accept or reject a proposed assignment and may provide services to others, subject to confidentiality and conflicts expressly identified in an SOW.

3. OHIO CLASSIFICATION REVIEW

3.1 Unemployment-Compensation Direction or Control

Ohio Rev. Code § 4141.01(B)(1), as amended effective September 30, 2025, treats compensated service under a contract of hire as employment unless the individual has been and will continue to be free from direction or control over performance, both under the contract and in fact.

Ohio Admin. Code 4141-3-05 uses twenty common-law factors as guides. Their importance varies by occupation and context, and the factors are considered in totality. The review includes instructions, training, integration into the recipient's regular business, required personal service, hiring and supervision, continuity, set hours, full-time demands, work location, sequence of work, reports, regular periodic pay, expense payment, supplied tools, investment, profit or loss, work for others, public availability, discharge rights, and termination rights.

3.2 Operational Record

The Parties state that the following selections accurately describe the engagement:

☐ Contractor controls the ordinary manner and means of performing the Services, subject to agreed results and lawful requirements.

☐ Contractor is not required to follow Company instructions about when, where, or how to work except for agreed deadlines, coordination, security, safety, legal, or worksite requirements.

☐ Contractor is not required to complete Company training except training required for safety, security, legal compliance, or authorized system access.

☐ Contractor may use qualified personnel or subcontractors as selected in the SOW.

☐ Contractor determines ordinary work hours and sequence of work.

☐ Contractor supplies the ordinary tools, facilities, personnel, and materials identified in the SOW.

☐ Contractor bears ordinary business expenses and has a meaningful opportunity for profit or loss.

☐ Contractor offers similar services to the public or other clients.

☐ The engagement is project-based or otherwise limited as described in the SOW.

☐ Contractor may end an SOW subject to the negotiated termination terms and any liability for an uncured contractual breach.

If any selected statement becomes inaccurate, the Parties must revise their practices and documents and obtain Ohio legal advice before work continues.

3.3 Workers' Compensation

Ohio Rev. Code § 4123.01(A)(1)(b) defines covered private-service relationships through contracts of hire. For labor or services under a construction contract, § 4123.01(A)(1)(c) supplies a separate statutory twenty-criterion test and treats the person as an employee when at least ten criteria apply.

Before Services begin, the Parties must obtain an Ohio-specific coverage determination for the Company, Contractor, and each subcontractor. They may not rely on the old assumption that an individual can create an exclusion merely by signing a private affidavit.

Ohio Rev. Code § 4123.35(A) generally requires covered private employers to fund or qualify for workers' compensation coverage and can make a private employer responsible for a subcontractor's unpaid premium attributable to contract work. The Company may therefore require current Bureau of Workers' Compensation evidence before allowing work to begin.

3.4 Separate Legal Tests

The unemployment and construction workers' compensation rules above do not decide status for every wage, tax, benefit, licensing, tort, or federal law. The Parties will obtain a separate review when another law or agency applies a different test.

3.5 Reclassification

If an agency or court determines that Contractor or any individual performing Services is an employee for a particular law, the Parties will comply with that determination. Nothing in this Agreement waives compensation, taxes, insurance, benefits, remedies, or other rights or obligations that cannot lawfully be waived.

4. COMPENSATION, INVOICES, AND TAXES

4.1 Fees

The Company will pay the fees stated in each SOW. Select the actual pricing method:

☐ fixed project price

☐ milestone price

☐ per-unit price

☐ other: [________________________________]

4.2 Invoices and Payment

Contractor will submit an itemized invoice [weekly / monthly / by milestone]. The Company will pay undisputed amounts by [SPECIFIC DATE / ____ DAYS AFTER RECEIPT].

The Company must identify a disputed item in writing within [____] days and pay undisputed portions when due.

4.3 Expenses

Contractor bears ordinary business expenses. The Company will reimburse only expenses expressly approved in the SOW and supported by records.

4.4 Taxes and Reporting

Contractor is responsible for taxes and filings legally imposed on Contractor's business and personnel. The Company may report payments and withhold amounts when required by then-current law. Tax reporting, withholding treatment, or issuance of Form 1099 does not by itself determine worker status.

5. PERSONNEL AND SUBCONTRACTORS

5.1 Personnel

Contractor chooses, directs, and pays its personnel. Contractor is responsible for their qualifications, compensation, classification, supervision, and compliance with this Agreement, subject to obligations imposed directly on the Company by law.

5.2 Subcontractors

☐ Contractor may use qualified subcontractors without prior consent.

☐ Contractor must obtain the Company's written consent before a subcontractor receives access to Company systems, protected information, or a restricted worksite.

Before any subcontractor begins work, Contractor will provide current workers' compensation evidence or a written coverage analysis reviewed by Ohio counsel or an insurance professional. Company approval does not establish proper classification or eliminate statutory premium responsibility.

6. INTELLECTUAL PROPERTY

6.1 Background Materials

Each Party retains ownership of materials developed independently of this Agreement and identified in the SOW as background materials.

6.2 Commissioned Works and Assignment

A specially ordered or commissioned work qualifies as a “work made for hire” under 17 U.S.C. § 101 only when it falls within a listed statutory category and the Parties expressly agree in a signed writing. To the extent a paid Deliverable qualifies, the Parties agree that it is a work made for hire for the Company under 17 U.S.C. § 201(b).

As a separate fallback, upon full payment for the applicable Deliverable, Contractor assigns to the Company all transferable right, title, and interest in that Deliverable, excluding identified background and third-party materials. This signed Agreement and the applicable signed SOW are intended to satisfy the writing requirement in 17 U.S.C. § 204(a).

6.3 Background-Material License

Contractor grants the Company a [perpetual / term-limited], [worldwide], [royalty-free] license to identified background materials embedded in a paid Deliverable only to the extent needed to use that Deliverable.

6.4 Visual Art and Third-Party Materials

No waiver under 17 U.S.C. § 106A is effective unless a signed writing expressly and specifically identifies the covered work and uses. Contractor will identify third-party materials and applicable license terms before delivery.

7. CONFIDENTIALITY AND DATA SECURITY

7.1 Confidential Information

“Confidential Information” means nonpublic information disclosed for the engagement that is marked confidential or reasonably understood to be confidential. It excludes information Contractor documents was already known without duty, independently developed, lawfully received without restriction, or publicly available without breach.

7.2 Duties

The receiving Party will:

• use Confidential Information only for this Agreement;
• disclose it only to personnel who need it and are bound to protect it;
• use reasonable safeguards appropriate to its sensitivity; and
• return or destroy it on request, subject to lawful retention and routine backup practices.

7.3 Required Disclosure and Incidents

A Party may disclose information when legally required. When permitted, it will give prompt notice and reasonable cooperation regarding protective relief. Contractor will notify the Company without unreasonable delay after discovering unauthorized access to Company data.

8. LICENSES, INSURANCE, AND PERFORMANCE

8.1 Licenses

Contractor will maintain licenses and permits legally required for the Services and notify the Company promptly of a suspension, restriction, or lapse. A license does not determine worker status.

8.2 Negotiated Insurance

During each SOW, Contractor will maintain the selected coverage:

☐ commercial general liability: $[____________]

☐ professional liability / errors and omissions: $[____________]

☐ automobile liability: $[____________]

☐ cyber / privacy liability: $[____________]

☐ workers' compensation evidence or written coverage analysis: [____________]

Insurance documents are evidence of coverage only and do not determine worker status.

8.3 Performance and Acceptance

Contractor will perform professionally, safely, and according to the SOW. The Company will review each Deliverable within [____] business days. A rejection must identify the unmet acceptance criterion. Contractor will correct a valid nonconformity within [____] business days or another agreed period.

8.4 Records

Each Party will maintain records reasonably needed to support invoices, classification review, workers' compensation evidence, licenses, insurance, security duties, and tax reporting for [____] years or any longer period required by law.

9. REPRESENTATIONS AND COMPLIANCE

Each Party represents that it has authority to sign this Agreement. Contractor further represents that:

1. performance will not breach another agreement;
2. Contractor will not introduce third-party material without authority and required notices;
3. Contractor will comply with laws specifically applicable to the Services;
4. Contractor is not relying on this Agreement, a license, insurance, or tax reporting alone to establish independent-contractor status; and
5. information provided in the classification record is accurate and will be updated if circumstances change.

This Agreement contains no noncompetition or worker non-solicitation covenant. Any requested restriction must be separately reviewed under then-current Ohio law.

10. BENEFITS AND STATUTORY RIGHTS

The Company does not promise Contractor participation in an employee benefit plan unless an SOW, governing plan document, or applicable law provides otherwise. This statement does not decide status or waive a benefit, compensation, tax, insurance, or other right that follows from a legal determination that an employment relationship exists.

11. INDEMNITY AND LIMITATION OF LIABILITY

11.1 Contractor Indemnity

Contractor will defend and indemnify the Company from a third-party claim to the extent caused by Contractor's negligence, willful misconduct, breach of confidentiality, or infringement by a Deliverable, subject to prompt notice and Contractor's control of the defense.

11.2 Company Indemnity

The Company will defend and indemnify Contractor from a third-party claim to the extent caused by Company materials, Company instructions that Contractor timely identified as unlawful, or the Company's negligence or willful misconduct.

11.3 Procedure

The indemnified Party will promptly notify the indemnifying Party and provide reasonable cooperation. The indemnifying Party may control the defense but may not settle a claim that admits fault by, imposes nonmonetary duties on, or fails to release the indemnified Party without that Party's written consent.

11.4 Negotiated Liability Cap

Except for [fraud / willful misconduct / confidentiality breach / infringement / unpaid fees / indemnity / liabilities that cannot lawfully be limited], each Party's aggregate liability under an SOW will not exceed [AMOUNT OR FORMULA]. Neither Party will be liable for [SELECTED CATEGORIES] consequential or special damages to the extent the negotiated exclusion is enforceable.

12. CONFIDENTIALITY RELIEF

A Party may request provisional or equitable relief for actual or threatened misuse of Confidential Information or infringement. The requesting Party must satisfy applicable proof, security, bond, and procedural requirements; this Agreement does not establish irreparable harm or waive a court's authority.

13. TERMINATION

13.1 For Convenience

Either Party may terminate an SOW on [____] days' written notice. The Company will pay undisputed fees for conforming Services performed through the effective termination date.

13.2 For Cause

A Party may terminate for a material breach not cured within [____] days after written notice. No cure period applies to a breach that cannot reasonably be cured, unlawful conduct requiring immediate cessation, or an expressly identified security emergency.

13.3 Effect

On termination, Contractor will stop affected work, deliver paid work in progress, return Company property, submit a final itemized invoice, and handle Confidential Information under Section 7.

Sections intended by their nature to survive—including payment, ownership, confidentiality, indemnity, liability limits, and dispute terms—survive termination.

14. DISPUTE RESOLUTION

14.1 Ohio Law and Forum

Ohio law governs this Agreement without regard to conflict-of-law rules. Unless the Parties select arbitration below, an action must be filed in a state court in [COUNTY], Ohio, or a federal court with subject-matter jurisdiction and proper venue.

14.2 Optional Arbitration

Select one:

☐ No arbitration. Disputes proceed under Section 14.1.

☐ Arbitration selected. A dispute arising from this Agreement will be resolved by binding arbitration administered by [PROVIDER] under [RULES], seated in [CITY], Ohio, before [ONE / THREE] arbitrator(s). Ohio Rev. Code § 2711.01(A) generally recognizes written arbitration provisions, subject to statutory exceptions and ordinary contract-revocation grounds. Counsel must confirm that the selected dispute is arbitrable and that any governing federal law is addressed.

14.3 No Jury Waiver

This template does not include a pre-dispute jury-trial waiver. Any requested waiver must be separately reviewed and drafted by Ohio counsel.

15. GENERAL TERMS

15.1 Notices

Notices must be sent to the addresses below by [personal delivery / tracked courier / certified mail / agreed email]. Notice is effective as specified here: [________________________________].

15.2 Assignment

Neither Party may assign this Agreement without the other Party's written consent, except to [an identified affiliate / a successor in a merger or sale] that assumes the assigning Party's duties in writing.

15.3 Entire Agreement; Amendment; Waiver

This Agreement and signed SOWs are the entire agreement concerning their subject matter. An amendment or waiver must be in a writing signed by the Party against whom it is enforced. A waiver on one occasion is not a waiver on another.

15.4 Severability

If a provision is unenforceable, the remaining provisions continue to the extent they can operate independently. A court or arbitrator may modify a provision only when governing law authorizes modification.

15.5 Counterparts and Electronic Signatures

This Agreement may be executed in counterparts. Under Ohio Rev. Code § 1306.06, a record, signature, or contract may not be denied legal effect solely because it is electronic, and an electronic record or signature can satisfy a legal writing or signature requirement, subject to the chapter's scope and exceptions.

16. SIGNATURES

EXHIBIT A — STATEMENT OF WORK

1. Services: [________________________________]
2. Deliverables: [________________________________]
3. Acceptance criteria: [________________________________]
4. Start date: [__/__/____]
5. Completion or end date: [__/__/____]
6. Fee and payment schedule: [________________________________]
7. Approved expenses: [________________________________]
8. Tools, materials, and workspace supplied by each Party: [________________________________]
9. Contractor's personnel and subcontractors: [________________________________]
10. Required licenses and insurance: [________________________________]
11. Security or data requirements: [________________________________]
12. Special termination terms: [________________________________]

SOURCES AND REFERENCES

• Ohio Rev. Code § 4141.01 — unemployment-compensation definitions
• Ohio Admin. Code 4141-3-05 — direction-or-control factors
• Ohio Rev. Code § 4123.01 — workers' compensation definitions
• Ohio Rev. Code § 4123.35 — premiums, coverage, and self-insurance
• Ohio Rev. Code § 1306.06 — electronic records and signatures
• Ohio Rev. Code § 2711.01 — written arbitration provisions
• 17 U.S.C. § 101 — work-made-for-hire definition
• 17 U.S.C. § 106A — rights of certain visual artists
• 17 U.S.C. § 201 — ownership and works made for hire
• 17 U.S.C. § 204 — signed-writing requirement for copyright transfers

Worker classification depends on actual facts and the law governing the particular claim; this Agreement does not create independent-contractor status by label.