Independent Contractor Agreement - Rhode Island

INDEPENDENT CONTRACTOR AGREEMENT

State of Rhode Island

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. Rhode Island-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: Rhode Island 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 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. Classification. Contractor is an independent contractor. No employment, agency, joint venture, or partnership is created.

6.2. Classification Review. Rhode Island does not use the ABC test stated in older versions of this form. For unemployment-security purposes, R.I. Gen. Laws § 28-42-7 uses the same factors used by the Internal Revenue Service. For a wage-law misclassification complaint, R.I. Gen. Laws § 28-14-19.1(b) directs the Department of Labor and Training to use factors consistent with federal Fair Labor Standards Act regulations. Record the operating facts for counsel's classification review:

Control and Direction:
☐ Contractor is free from control and direction in performing Services, both under this Agreement and in fact
☐ Company does not set hours, schedule, or work location
☐ Company does not provide training or instructions on methods

Nature and Location of Services:
☐ Describe how the Services relate to Company's usual business: [________________________________]
☐ Describe where the Services are performed: [________________________________]

Independent Business Facts:
☐ Contractor is customarily engaged in an independently established trade, occupation, profession, or business
☐ Contractor offers services to the general public
☐ Contractor has their own business entity, licenses, and marketing materials
☐ Contractor has other clients

6.3. Supporting Factors:
☐ Contractor provides own tools and equipment
☐ Contractor has right to hire and pay assistants
☐ Contractor has opportunity for profit or loss
☐ Contractor maintains own business insurance
☐ Contractor has own business location

7. TAX OBLIGATIONS

7.1. Contractor is responsible for taxes arising from payments for Services to the extent applicable tax law treats Contractor as an independent contractor. This allocation does not determine statutory worker classification.

7.2. Company will withhold taxes if required by applicable law; otherwise it will pay Contractor without payroll withholding.

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 the tax documentation required for the payment, including a Form W-9 if applicable, before the first payment.

8. NO EMPLOYEE BENEFITS

8.1. Under this Agreement, Company does not provide Contractor with employee health insurance, retirement, or paid-leave benefits. Statutory eligibility for workers' compensation or unemployment insurance depends on the actual working relationship and applicable program law; this clause does not decide it.

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 Contractor has employees)
☐ Commercial auto insurance (if applicable)

9.2. Certificates of insurance upon request.

10. INTELLECTUAL PROPERTY

10.1. Work Product.

☐ Owned by Company through the present assignment in Section 10.3; work-made-for-hire treatment applies only if the work independently qualifies under 17 U.S.C. § 101
☐ 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.

10.3. Assignment. For any Work Product selected for Company ownership above, Contractor hereby assigns to Company all transferable right, title, and interest in the Work Product, including copyright, whether or not the Work Product qualifies as a work made for hire. Contractor will execute reasonable further documents to confirm that assignment. This clause does not assign Contractor's pre-existing IP identified in Section 10.2.

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 for [____] years. Information meeting the definition of a trade secret under R.I. Gen. Laws § 6-41-1 remains protected while it qualifies for that protection under applicable law.

12. NON-COMPETITION AND NON-SOLICITATION

12.1. Non-Competition. During the term and for [____] months after termination, Contractor shall not engage in competing activities within [________________________________].

12.2. Non-Solicitation. During the term and for [____] months after termination, Contractor shall not solicit Company's clients or employees.

12.3. Review of restrictions. The parties shall specify the restricted activity, duration, territory, and business interest in the blanks above. They will review enforceability under the law applicable to the actual working relationship. R.I. Gen. Laws ch. 28-59 defines its covered employee to exclude a genuine independent contractor and excludes noncompetition agreements originating outside an employment relationship from its definition.

13. INDEMNIFICATION

13.1. Contractor shall indemnify, defend, and hold harmless Company from claims arising from: (a) performance; (b) breach; (c) negligence or 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 Rhode Island law.

14.2. Mediation. Parties shall first attempt mediation in [________________________________] County, Rhode Island.

14.3. Arbitration / Litigation.

☐ Binding arbitration under AAA rules in [________________________________], Rhode Island.
☐ Jurisdiction in [________________________________] Superior Court, Rhode Island.

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

15. RHODE ISLAND-SPECIFIC NOTICES

15.1. Classification Depends on the Governing Law. For unemployment-security purposes, R.I. Gen. Laws § 28-42-7 uses IRS factors. Wage-law misclassification investigations use factors consistent with federal Fair Labor Standards Act regulations under R.I. Gen. Laws § 28-14-19.1(b). Counsel should identify every program-specific test that applies to the engagement.

15.2. Misclassification Penalties. R.I. Gen. Laws § 28-14-19.1 provides civil penalties for covered misclassification. Its felony provision is narrower: subsection (i)(2) applies to a knowing and willful construction-industry violation after a prior plea or conviction and when the value exceeds $1,500.

15.3. Department of Labor & Training. The RI DLT actively investigates worker misclassification through its Misclassification Task Force. Complaints may be filed by workers or discovered through audits.

15.4. New Hire Notice (2026). Effective January 1, 2026, employers must provide written notice to new hires regarding pay, allowances, deductions, and employment status. While this requirement applies to employees, it underscores the state's focus on worker classification.

15.5. Misclassification Consequences. Depending on the facts and governing program, misclassification can lead to wage claims, civil penalties under § 28-14-19.1(g), unpaid employment taxes or insurance premiums, and, in the specified construction-industry circumstances under § 28-14-19.1(i), criminal penalties. This agreement cannot waive statutory worker rights.

15.6. Workers' Compensation. R.I. Gen. Laws § 28-29-2(4)(iv) excludes a genuine independent contractor from its definition of employee for chapters 29–38. The parties' label does not control whether the person is an employee in fact.

15.7. Designation filing. R.I. Gen. Laws § 28-29-17.1(a) provides an annual independent-contractor designation for each hiring entity. Filing gives a presumption of that status; the statute also allows a court to find independent-contractor status without a filing. Contractor's filing status for this engagement: ☐ filed on [DATE] ☐ not filed. The parties will assess the actual working facts regardless of this selection.

16. GENERAL PROVISIONS

16.1. Entire Agreement. Complete agreement.

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:

• RI DLT — Worker Misclassification
• R.I. Gen. Laws § 28-42-7 — Employment Security Classification Factors
• R.I. Gen. Laws § 28-14-19.1 — Misclassification of Employees
• Baker Donelson — Rhode Island Employment Law Guide
• R.I. Gen. Laws § 28-59-1 — Non-Compete Restrictions