Independent Contractor Agreement - Utah

INDEPENDENT CONTRACTOR AGREEMENT

(Utah – Comprehensive Form with State-Specific Tax, Classification & Insurance Riders)

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Engagement & Scope of Services
4. Term; Renewal; Transition Assistance
5. Compensation & Expenses
6. Representations & Warranties
7. Covenants & Restrictions
8. Default; Notice; Cure; Remedies
9. Risk Allocation
10. Dispute Resolution
11. General Provisions
12. Execution Block
13. Exhibits & Schedules

1. DOCUMENT HEADER

1.1 Title; Effective Date; Parties

This Independent Contractor Agreement (this “Agreement”) is entered into and made effective as of [EFFECTIVE DATE] (the “Effective Date”) by and between:

(a) [COMPANY LEGAL NAME], a [STATE OF FORMATION & ENTITY TYPE] with its principal place of business at [COMPANY ADDRESS] (“Company”); and

(b) [CONTRACTOR LEGAL NAME], a [STATE OF FORMATION & ENTITY TYPE / “individual”] with its principal place of business (or residence) at [CONTRACTOR ADDRESS] (“Contractor”).

Company and Contractor are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

1.2 Recitals

A. Company desires to obtain certain professional services as more fully described herein.
B. Contractor represents that it is duly qualified, willing, and able to perform such services as an independent contractor in accordance with applicable Utah and federal law.
C. In consideration of the mutual covenants herein, the Parties agree as follows:

CLASSIFICATION WARNING: This Agreement records the Parties' intent. It does not override a worker-status or coverage determination based on the actual relationship.

2. DEFINITIONS

The following capitalized terms shall have the meanings set forth below. Defined terms include singular and plural forms and are applicable throughout this Agreement (including all Exhibits and Schedules).

“Acceptable Invoice” – A written invoice that (i) references this Agreement, (ii) itemizes Services rendered during the relevant period, (iii) attaches any required supporting documentation, and (iv) is delivered in accordance with Section 5.4.

“Affiliate” – Any entity that directly or indirectly controls, is controlled by, or is under common control with a Party, where “control” means the possession of the power to direct the management and policies of such entity.

“Background IP” – Intellectual Property owned or controlled by a Party prior to or outside the scope of this Agreement.

“Confidential Information” – Any non-public information disclosed by or on behalf of a Disclosing Party to a Receiving Party that (i) is marked or identified as confidential, or (ii) a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure.

“Deliverables” – All tangible and intangible materials, including reports, data, software, works of authorship, and other items specifically identified in Schedule 1 and required to be delivered to Company under this Agreement.

“Services” – The professional services, tasks, functions, and responsibilities described in Schedule 1 (Scope of Work), as amended from time to time in accordance with Section 11.1.

“Utah Worker Classification & Coverage Rider” – The rider attached as Exhibit A addressing worker classification, tax reporting, workers' compensation coverage, and related Utah requirements.

(Additional defined terms appear in later Sections as context requires.)

3. ENGAGEMENT & SCOPE OF SERVICES

3.1 Engagement

Company engages Contractor, and Contractor accepts the engagement, to perform the Services during the Term. The Parties intend an independent business relationship and do not create an agency, joint venture, or partnership. Section 13 and Exhibit A address worker status.

3.2 Scope of Services

(a) Contractor shall perform the Services in a timely, diligent, professional, and workmanlike manner, consistent with industry standards and any performance criteria set forth in Schedule 1.
(b) Contractor shall provide all equipment, materials, and labor necessary to perform the Services unless otherwise expressly stated in Schedule 1.
(c) Company may request reasonable modifications to the Scope of Services. Any such modification shall not be binding unless memorialized in a written change order signed by both Parties and appended to Schedule 1.

3.3 Personnel

Contractor may select, direct, and pay qualified personnel and subcontractors, subject to written approval only when a person will access Company systems, protected information, or a restricted worksite. Contractor remains responsible for their work, classification, compensation, and coverage.

4. TERM; RENEWAL; TRANSITION ASSISTANCE

4.1 Term

The initial term of this Agreement (the “Initial Term”) shall commence on the Effective Date and continue until [TERMINATION DATE / COMPLETION OF SERVICES], unless earlier terminated in accordance with Section 8.

4.2 Renewal

Select one: ☐ the Agreement terminates at the end of the Initial Term; ☐ the Parties may sign a written extension; ☐ the Agreement renews for [____] periods unless either Party gives [____] days' notice.

4.3 Transition Assistance

For thirty (30) days following any termination or expiration, Contractor shall reasonably cooperate in transitioning the Services and Deliverables to Company or its designee (collectively, “Transition Assistance”), at the rates set forth in Section 5 or, if no rate is specified, at Contractor’s prevailing rates subject to Company’s prior written approval.

5. COMPENSATION & EXPENSES

5.1 Fees

Company shall pay Contractor the fees set forth in Schedule 2 (Compensation) for full performance of the Services and delivery of the Deliverables.

5.2 Taxes and Reporting

Contractor is responsible for taxes and filings legally imposed on Contractor's business and personnel. Company may report payments and withhold amounts when required by then-current law. Contractor shall provide a properly completed Form W-9 or other required documentation. A Form 1099 or other information return does not by itself decide worker status.

5.3 Expenses

Company shall reimburse Contractor only for pre-approved, reasonable, and documented out-of-pocket expenses that are (i) directly related to the Services, and (ii) supported by receipts in accordance with Company policy.

5.4 Invoicing & Payment

(a) Contractor shall submit Acceptable Invoices no more frequently than [MONTHLY] and no later than fifteen (15) days after the close of the applicable billing period.
(b) Company shall pay undisputed amounts within thirty (30) days after receipt of an Acceptable Invoice.
(c) Late payments shall accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by Utah law.
(d) Company may offset any undisputed amount owing from Contractor against amounts due to Contractor.

5.5 Contingent Fees & Liens

Contractor warrants that it has not retained any finder or broker in connection with this Agreement. Contractor shall keep all Deliverables free and clear of liens.

6. REPRESENTATIONS & WARRANTIES

6.1 Mutual Representations

Each Party represents and warrants that:
(i) it is duly organized, validly existing, and in good standing under the laws of its state of organization;
(ii) it has full power and authority to execute, deliver, and perform this Agreement;
(iii) the execution and performance of this Agreement have been duly authorized; and
(iv) this Agreement constitutes a valid and binding obligation, enforceable in accordance with its terms.

6.2 Contractor Representations

Contractor further represents and warrants that:
(a) Qualifications. Contractor and its personnel possess the skill, experience, licenses, and permits required to perform the Services.
(b) Non-Infringement. The Services and Deliverables will not infringe any third-party Intellectual Property rights.
(c) Compliance. Contractor will comply with all applicable laws, ordinances, regulations, and professional standards, including those set forth in the Utah Tax Classification Rider.
(d) No Debarment. Contractor is not presently debarred, suspended, or proposed for debarment by any governmental authority.

6.3 Survival

All representations and warranties shall survive termination or expiration of this Agreement for the applicable statute of limitations period.

7. COVENANTS & RESTRICTIONS

7.1 Confidentiality

(a) Obligations. The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement, and (ii) protect the Confidential Information using at least the same degree of care it uses to protect its own confidential information of like importance (but in no event less than reasonable care).
(b) Exclusions. Confidential Information does not include information that is or becomes publicly available through no breach, is already known to the Receiving Party, is rightfully received from a third party without restriction, or is independently developed without reference to the Disclosing Party’s Confidential Information.
(c) Compelled Disclosure. The Receiving Party may disclose Confidential Information when required by law, provided that it gives prior written notice (to the extent legally permitted) and reasonable cooperation to the Disclosing Party to seek protective treatment.
(d) Return/Destruction. Upon termination, the Receiving Party shall promptly return or destroy all Confidential Information, except one archival copy may be retained for legal compliance purposes.

7.2 Intellectual Property

(a) Background Materials. Each Party retains materials developed independently of this Agreement and identified in Schedule 1 as background materials.

(b) Commissioned Works and Assignment. A specially ordered or commissioned work qualifies as a “work made for hire” under 17 U.S.C. § 101 only if 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 it is a work made for hire for Company under 17 U.S.C. § 201(b). As a separate fallback, upon full payment Contractor assigns to Company all transferable right, title, and interest in the Deliverable, excluding identified background and third-party materials. This signed Agreement and the applicable signed statement of work are intended to satisfy 17 U.S.C. § 204(a).

(c) Background-Material License. Contractor grants Company a [perpetual / term-limited], [worldwide], [royalty-free] license to identified background materials embedded in a paid Deliverable only as needed to use that Deliverable.

(d) 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 shall identify third-party materials and license terms before delivery.

7.3 No General Post-Termination Restraint

This template contains no post-termination noncompetition, customer nonsolicitation, worker nonsolicitation, or no-hire covenant. Any requested restraint must be separately reviewed and drafted by Utah counsel for the actual relationship and profession.

7.4 Compliance with Policies

Contractor shall comply with written site-access, safety, privacy, information-security, and professional-conduct requirements that are lawful and reasonably applicable to outside providers. Company policies do not otherwise control Contractor's ordinary manner, means, sequence, personnel, or schedule.

8. DEFAULT; NOTICE; CURE; REMEDIES

8.1 Events of Default

A Party is in default if it:
(i) materially breaches this Agreement and fails to cure such breach within ten (10) days (for payment breaches) or thirty (30) days (for all other breaches) after receiving written notice;
(ii) becomes insolvent or the subject of a bankruptcy or receivership proceeding that is not dismissed within sixty (60) days; or
(iii) ceases to carry on business in the ordinary course.

8.2 Company Remedies

Upon Contractor’s default, Company may, in addition to any other remedies available at law or in equity:
(a) terminate this Agreement in whole or in part upon written notice;
(b) suspend payments until the breach is cured;
(c) take over the Services and charge Contractor for all reasonable costs of completion; and/or
(d) seek injunctive relief to prevent threatened or continuing breaches.

8.3 Contractor Remedies

Upon Company’s default, Contractor may:
(a) terminate this Agreement upon written notice; and
(b) seek payment of undisputed, due, and payable amounts for Services rendered through the termination date.

8.4 Cumulative Remedies

All rights and remedies are cumulative and may be exercised singularly or concurrently.

9. RISK ALLOCATION

9.1 Indemnification by Contractor

Contractor shall indemnify, defend, and hold harmless Company, its Affiliates, and their respective officers, directors, employees, and agents (collectively, “Company Indemnitees”) from and against any and all third-party claims, demands, actions, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) (“Claims”) arising out of or relating to:
(i) bodily injury (including death) or property damage caused by Contractor’s negligent or intentional acts or omissions;
(ii) Contractor’s breach of this Agreement;
(iii) infringement or alleged infringement of any Intellectual Property rights by the Services or Deliverables; and
(iv) third-party tax, wage, hour, coverage, or classification claims concerning Contractor's own personnel, but only to the extent caused by Contractor's direction, control, reporting failure, coverage failure, or knowing material misrepresentation. Classification of Contractor itself and duties imposed directly on Company by law are excluded.

9.2 Limitation of Liability

(a) EXCEPT FOR (i) LIABILITY THAT CANNOT BY LAW BE LIMITED, (ii) CONTRACTOR’S INDEMNIFICATION OBLIGATIONS, AND (iii) DAMAGES RESULTING FROM A PARTY’S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES.
(b) SUBJECT TO SUBSECTION (a), THE AGGREGATE LIABILITY OF EITHER PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (A) TWO (2) TIMES THE TOTAL FEES PAID OR PAYABLE TO CONTRACTOR UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY OR (B) USD ☐, IN EACH CASE ONLY TO THE EXTENT PERMITTED BY APPLICABLE UTAH LAW.

9.3 Insurance

Contractor shall, at its own expense, maintain throughout the Term (and any Transition Assistance period) the insurance policies and minimum limits specified in Exhibit B, issued by carriers rated A- or better by A.M. Best, and shall furnish certificates of insurance evidencing such coverage prior to commencing Services.

9.4 Force Majeure

Neither Party shall be liable for any delay or failure to perform due to causes beyond its reasonable control (including acts of God, natural disasters, epidemic, war, or governmental action) provided that the affected Party (i) gives prompt notice, (ii) uses commercially reasonable efforts to mitigate, and (iii) resumes performance promptly after removal of the cause.

10. DISPUTE RESOLUTION

10.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict-of-laws principles.

10.2 Forum Selection; Exclusive Jurisdiction

Subject to Section 10.3 (Arbitration), the state and federal courts located in Salt Lake County, Utah shall have exclusive jurisdiction over all actions arising out of or relating to this Agreement, and each Party hereby irrevocably submits to, and waives any objection to, such jurisdiction and venue.

10.3 Arbitration (Optional)

[ARBITRATION: SELECT ONE]
Option A – Arbitration: Any dispute, claim, or controversy arising out of or relating to this Agreement shall be finally settled by confidential arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect. The arbitration shall take place in Salt Lake City, Utah before a single arbitrator. Judgment on the award may be entered in any court having jurisdiction.
Option B – No Arbitration: Section 10.3 is intentionally omitted.

10.4 No Jury Waiver

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

10.5 Injunctive Relief

A Party may request provisional or equitable relief, but must establish the required elements and comply with applicable security and procedural requirements. This Agreement does not establish irreparable harm.

11. GENERAL PROVISIONS

11.1 Amendments; Waivers

No amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party against whom enforcement is sought. A waiver on one occasion shall not constitute a waiver of any subsequent breach.

11.2 Assignment

Neither Party may assign or delegate this Agreement (by operation of law or otherwise) without the prior written consent of the other Party, except that Company may assign this Agreement to an Affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets. Any prohibited assignment is null and void.

11.3 Successors & Assigns

This Agreement shall be binding upon and inure to the benefit of the Parties and their permitted successors and assigns.

11.4 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.

11.5 Entire Agreement

This Agreement (including all Exhibits and Schedules) constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous agreements, understandings, and representations.

11.6 Counterparts; Electronic Signatures

This Agreement may be executed in counterparts, including by an electronic signature method accepted by both Parties and permitted by governing law. Each counterpart is deemed an original, and all counterparts form one instrument.

12. EXECUTION BLOCK

IN WITNESS WHEREOF, the Parties have executed this Independent Contractor Agreement as of the Effective Date.

13. EXHIBITS & SCHEDULES

• Schedule 1 – Scope of Work
• Schedule 2 – Compensation & Payment Milestones
• Exhibit A – Utah Worker Classification & Coverage Rider
• Exhibit B – Insurance Requirements

EXHIBIT A

Utah Worker Classification & Coverage Rider

1. Separate Utah Tests
   a. Unemployment insurance. Under Utah Code § 35A-4-204(3), service for wages or under a contract of hire is employment unless the Division is satisfied that both requirements are met: (i) the individual is customarily engaged in an independently established trade, occupation, profession, or business of the same nature as the contracted services; and (ii) the individual has been and will continue to be free from control or direction over the means of performance, under the contract and in fact.
   b. Workers' compensation. Utah Code § 34A-2-103(2)(b)(i) separately defines an independent contractor as a person who is (i) independent in all that pertains to execution of the work; (ii) not subject to the employer's routine rule or control; (iii) engaged only for a definite job or piece of work; and (iv) subordinate only in effecting a result according to the employer's design.
   c. A contract label, business registration, tax form, or coverage waiver does not replace either factual analysis.

2. Operational Record — select only accurate statements
   a. ☐ Contractor controls the ordinary manner, means, sequence, hours, and work location, subject to agreed results, deadlines, lawful requirements, and site or information-security rules.
   b. ☐ Contractor regularly offers the same nature of services through an independently established business.
   c. ☐ Contractor selects, supervises, and pays assistants and substitutes.
   d. ☐ Contractor supplies the significant tools, facilities, and investment identified in Schedule 1 and bears ordinary expenses and a genuine risk of profit or loss.
   e. ☐ The engagement is for the definite job or piece of work described in Schedule 1, with cancellation liability stated in the Agreement.
   f. ☐ Contractor may serve unrelated clients and is responsible for attaining the agreed result.

3. Registration & Reporting
   a. Business Registration. Contractor shall maintain active registration with the Utah Division of Corporations (if operating through a business entity).
   b. Tax Identification. Contractor shall provide Company with Form W-9 (or appropriate substitute) containing a valid Taxpayer Identification Number.
   c. Sales & Use Tax. Contractor is solely responsible for any Utah sales or use tax obligations arising from the Services (if applicable).

4. Workers’ Compensation
   a. Coverage. Contractor shall maintain coverage required for its employees under Utah Code § 34A-2-201.
   b. Coverage waiver is narrow. Under Utah Code § 34A-2-1003, the Labor Commission issues a waiver only to an eligible business entity that elects not to cover a qualifying owner, partner, officer, or director and has no other employee when the waiver issues. The waiver expires after one year unless renewed and becomes invalid when the business employs another employee.
   c. Proof. Contractor shall furnish current policy or waiver information. Company shall verify the person covered, expiration date, business eligibility, and whether any employee has been hired rather than treating a waiver as proof of independent-contractor status.

5. Unemployment Insurance
   Contractor shall register with the Utah Department of Workforce Services and pay all unemployment insurance contributions required for its employees, if any.

6. Benefits and Reclassification
   Company does not promise Contractor participation in an employee benefit plan unless a governing plan document, signed writing, or applicable law provides otherwise. If an agency or court determines that Contractor or any person performing Services is an employee for a particular law, the Parties shall comply. Nothing in this Agreement waives wages, taxes, contributions, insurance, benefits, remedies, or duties that cannot lawfully be waived or shifted.

EXHIBIT B

Insurance Requirements

1. Commercial General Liability (CGL)
   - Limit: not less than USD 1,000,000 per occurrence / USD 2,000,000 aggregate.
   - Coverage: bodily injury, property damage, contractual liability.

2. Professional Liability / Errors & Omissions (if Services are professional in nature)
   - Limit: not less than USD 1,000,000 per claim.

3. Automobile Liability (if vehicles used in performance of Services)
   - Limit: USD 1,000,000 combined single limit per accident.

4. Workers’ Compensation & Employers’ Liability (if Contractor has employees)
   - Coverage: statutory limits for Utah; Employers’ Liability USD 500,000 per accident.

5. Additional Insured & Certificates
   - Company and its Affiliates shall be named as additional insureds on the CGL and, where commercially reasonable, Automobile policies.
   - Certificates of insurance shall state that thirty (30) days’ prior written notice of cancellation or material modification will be provided to Company.

SCHEDULE 1

Scope of Work

[PLACEHOLDER: Insert a detailed description of the Services, performance milestones, Deliverables, acceptance criteria, and any service-level requirements.]

SCHEDULE 2

Compensation & Payment Milestones

1. Fees
   [PLACEHOLDER: Fixed fee / hourly rate / milestone payments]

2. Expense Reimbursement
   [PLACEHOLDER: Categories of reimbursable expenses and any caps]

3. Bonus / Holdback
   [PLACEHOLDER: Describe any incentive or holdback arrangements tied to performance metrics.]

SOURCES AND REFERENCES

• Utah Code Chapter 35A-4 — Employment Security Act, including § 35A-4-204(3)
• Utah Code Chapter 34A-2 — Workers' Compensation Act, including §§ 34A-2-103 and 34A-2-1001 to -1005
• Utah Labor Commission — Employers and Workers' Compensation Coverage Waivers
• 17 U.S.C. § 101 — work-made-for-hire definition (current preliminary edition)
• 17 U.S.C. § 106A — rights of certain visual artists (current preliminary edition)
• 17 U.S.C. § 201 — ownership and works made for hire (current preliminary edition)
• 17 U.S.C. § 204 — signed-writing requirement for copyright transfers (current preliminary edition)

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

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