INDEPENDENT CONTRACTOR AGREEMENT

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

[// GUIDANCE: This template is intentionally robust. Counsel should delete bracketed guidance comments before final execution.]

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:

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 Tax Classification Rider” – The rider attached hereto as Exhibit A addressing worker classification, tax obligations, and related Utah statutory considerations.

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

3. ENGAGEMENT & SCOPE OF SERVICES

3.1 Engagement

Company hereby engages Contractor, and Contractor accepts such engagement, to perform the Services during the Term solely as an independent contractor and not as an employee, agent, joint venturer, or partner of Company.

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 shall utilize only qualified personnel (including subcontractors) who are properly licensed (if applicable). Contractor remains fully responsible for the acts and omissions of its personnel.

[// GUIDANCE: Consider adding key-person requirements or background-check provisions if sensitive work is involved.]

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

Upon expiration of the Initial Term, this Agreement shall [automatically renew for successive [X-month] periods / terminate, unless the Parties execute a written extension].

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

(a) Contractor is solely responsible for all federal, state, and local taxes (including estimated taxes) arising from payments made under this Agreement.
(b) Consistent with 26 U.S.C. § 6041(a), Company shall file Form 1099-NEC or any successor form as may be required.
(c) No withholding. Company shall not withhold or remit payroll taxes, unemployment insurance, or workers’ compensation premiums on Contractor’s behalf.

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) Ownership. Except for Contractor’s Background IP, all Deliverables and all Intellectual Property embodied therein shall be deemed “work made for hire” and owned exclusively by Company upon creation. To the extent any Deliverable does not qualify as a work made for hire, Contractor hereby irrevocably assigns to Company all right, title, and interest therein.
(b) License to Background IP. Contractor hereby grants to Company a perpetual, worldwide, royalty-free, non-exclusive license to use, reproduce, and create derivative works from Contractor’s Background IP incorporated into the Deliverables, solely as necessary to exploit the Deliverables.
(c) Moral Rights. Contractor irrevocably waives any “moral rights” or similar rights in the Deliverables.

7.3 Non-Solicitation

During the Term and for twelve (12) months thereafter, Contractor shall not, without Company’s prior written consent, directly or indirectly solicit or recruit any employee of Company with whom Contractor had material contact in connection with the Services.

[// GUIDANCE: Utah recognizes reasonable non-solicitation covenants. Tailor the duration and scope as needed.]

7.4 Compliance with Policies

Contractor shall comply with all written policies and codes of conduct provided by Company that are reasonably applicable to contractors and do not conflict with this Agreement or the independent-contractor relationship.

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) Contractor’s failure to comply with applicable tax, wage, hour, or worker-classification laws.

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.

[// GUIDANCE: Utah does not impose general statutory caps on contractual damages between private parties, but certain claims may have statutory limits; tailor as appropriate.]

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 Jury Trial Waiver

TO THE EXTENT PERMITTED BY UTAH LAW, THE PARTIES HEREBY WAIVE THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT.

10.5 Injunctive Relief

Each Party acknowledges that a breach of Sections 7.1 (Confidentiality) or 7.2 (Intellectual Property) would cause irreparable harm not adequately compensable by monetary damages, and that injunctive relief is an appropriate and necessary remedy in such circumstances.

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 any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be interpreted to fulfill its intended economic effect to the maximum extent permitted.

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 multiple counterparts (including via electronic signature or PDF), each of which shall be deemed an original and all of which together constitute one instrument.

12. EXECUTION BLOCK

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

[// GUIDANCE: Notarization is not typically required for Utah commercial contracts; include only if desired.]

13. EXHIBITS & SCHEDULES

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

EXHIBIT A

Utah Worker Classification & Tax Compliance Rider

1. Independent Contractor Status
   a. Utah Test. The Parties intend that Contractor satisfy Utah’s multi-factor test for independent-contractor status, including (i) freedom from Company’s control; (ii) engagement in an independently‐established trade; and (iii) responsibility for profit or loss.
   b. No Benefits. Contractor acknowledges ineligibility for any Company employee benefits (e.g., retirement, health, vacation, unemployment insurance, or workers’ compensation coverage through Company).

2. 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).

3. Workers’ Compensation
   a. Coverage. If Contractor has employees, Contractor shall secure and maintain Utah workers’ compensation insurance or an approved Workers’ Compensation Coverage Waiver at its sole expense.
   b. Proof of Compliance. Contractor shall furnish evidence of coverage or waiver to Company upon request and annually thereafter.

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

5. Audit Cooperation
   Contractor shall promptly cooperate with any state or federal agency audit or inquiry concerning worker classification or tax compliance and shall indemnify Company for any resulting assessment pursuant to Section 9.1 of the Agreement.

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.

[// GUIDANCE: Adjust limits based on project risk profile.]

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.]

[END OF DOCUMENT]