Independent Contractor Agreement - Vermont

INDEPENDENT CONTRACTOR SERVICES AGREEMENT

VERMONT

Use gate. This form is intended for a negotiated private-business
engagement. Do not use it without a tailored review for a person who will
function as Client personnel, a marketplace-platform engagement, staffing,
construction, transportation, public procurement, household work, regulated
professional services, consumer services, or work involving regulated data.

Complete Exhibit A from the parties' actual operating plan. The words used in
this Agreement do not determine status for every employment, unemployment,
wage, tax, insurance, benefit, licensing, or other purpose.

1. PARTIES AND AGREEMENT DATA

This Independent Contractor Services Agreement ("Agreement") is entered into
as of [__/__/____] ("Effective Date") by and between:

Client

Legal Name: [________________________________]

Entity Type and Jurisdiction: [________________________________]

Address: [________________________________]

Business Contact: [________________________________]

Contractor

Legal Name: [________________________________]

Entity Type and Jurisdiction: [________________________________]

Address: [________________________________]

Business Contact: [________________________________]

Each is a "Party" and together they are the "Parties."

Initial Term: [________________________________]

Initial Statement of Work: [________________________________]

Currency: [________________________________]

2. ENGAGEMENT CLASSIFICATION AND OPERATING FACTS

The Parties shall record facts rather than conclusions in Exhibit A and obtain
the reviews identified there before work begins.

2.1 Contractor Business

☐ Contractor is an entity with its own personnel

☐ Contractor is a sole owner or individual business

☐ Contractor offers the same services to other clients

☐ Contractor markets the same services to the public

☐ Contractor maintains recurring business expenses and investment

☐ Contractor may realize profit or loss from project management

☐ Contractor provides material tools, systems, insurance, and workspace

☐ Contractor may hire or assign personnel subject to the agreed limits

2.2 Direction, Integration, and Location

Results, deadlines, and acceptance criteria controlled by Client:
[________________________________]

Methods, sequence, staffing, and ordinary work time controlled by
Contractor: [________________________________]

Required Client site, safety, security, and access rules:
[________________________________]

Client systems, email, title, equipment, or workspace provided:
[________________________________]

Relationship of the Services to Client's ordinary operations:
[________________________________]

Work locations and travel: [________________________________]

2.3 Review Record

Worker-status reviewer and date: [________________________________]

Tax reviewer and date: [________________________________]

Insurance reviewer and date: [________________________________]

Licensing or industry reviewer and date: [____________________________]

Standards and exceptions reviewed: [________________________________]

The Parties shall update Exhibit A when personnel, control, integration,
location, scope, tools, payment structure, or other material facts change.

3. AGREEMENT DOCUMENTS AND PRECEDENCE

This Agreement includes each checked document:

☐ Exhibit A — Engagement Classification and Operating Facts

☐ Exhibit B — Statement of Work

☐ Exhibit C — Fees, Tax, Expenses, and Invoice Schedule

☐ Exhibit D — Deliverables, Acceptance, and Change Schedule

☐ Exhibit E — IP, Confidentiality, Data, and Security Schedule

☐ Exhibit F — Personnel, Insurance, and Risk Schedule

☐ Exhibit G — Dispute and Exit Schedule

☐ Additional signed Statements of Work

☐ Signed change orders

Unless a signed document expressly identifies an override, conflicts are
resolved in this order:

1. Signed regulated-service or data addendum for its subject
2. Signed change order
3. Exhibits C through G for their subjects

4. Signed Statement of Work for project scope, Deliverables, fees,
   dependencies, and stated overrides

5. This Agreement

6. An incorporated proposal only to the extent identified

An invoice, time entry, portal term, purchase order, email, or status report
does not amend this Agreement by itself.

4. DEFINITIONS

"Client Materials" means data, content, equipment, access, instructions,
designs, and other materials Client provides for the Services.

"Contractor Materials" means tools, templates, methods, software, know-how,
and materials Contractor developed independently of the Services or identifies
as background material in Exhibit E.

"Deliverable" means a specific work product identified in a Statement of
Work with an objective delivery and acceptance record.

"Services" means only the activities described in a signed Statement of
Work.

"Statement of Work" or "SOW" means a signed project schedule under this
Agreement.

5. SERVICES AND STATEMENTS OF WORK

No Service is authorized without a signed SOW identifying:

• Business objective and scope
• Activities and excluded activities
• Deliverables, formats, and objective acceptance criteria
• Milestones, schedule, and work locations
• Client and Contractor leads
• Staffing and key-person requirements
• Client and Contractor dependencies
• Required systems, data, access, tools, licenses, and approvals
• Fee model, budget, expenses, and invoice events
• Risks, assumptions, and change procedure

Each SOW is a separate project under this Agreement. Ending one SOW does not
end another unless the notice expressly says so.

Contractor shall promptly identify an ambiguity, dependency failure, safety
issue, conflict, or instruction reasonably likely to affect scope, schedule,
cost, quality, or compliance.

6. PERFORMANCE, RESPONSIBILITIES, AND AUTHORITY

6.1 Contractor Responsibilities

Contractor shall:

• Perform the Services with the skill and care selected in the SOW
• Use personnel with the stated qualifications
• Maintain the tools, licenses, approvals, and records assigned to Contractor
• Follow approved scope, security, site, and safety requirements
• Provide the reports, evidence, and notices required by the SOW
• Avoid commitments on Client's behalf without written authority

6.2 Client Responsibilities

Client shall provide the decisions, information, access, personnel, systems,
materials, approvals, and dependencies assigned to Client in the SOW.

Contractor may rely on Client Materials only within the review assumptions
stated in the SOW. Contractor shall notify Client of a material inconsistency or
omission it actually identifies.

6.3 No Authority to Bind

Contractor may not sign, purchase, hire, fire, direct Client personnel, make a
public statement, bind Client, or represent itself as Client's agent unless a
signed authorization states the precise authority and period.

6.4 Working Relationship

The Parties intend a business-to-business services relationship. Contractor
controls its business and personnel except for the contracted results and the
Client requirements expressly recorded in the SOW and Exhibit A. If actual
practice departs materially from that record, the Parties shall pause reliance
on the intended classification and obtain updated review.

7. FEES, TAX, EXPENSES, AND BENEFITS

7.1 Fee Model

☐ Fixed fee

☐ Time and materials

☐ Retainer

☐ Milestone fee

☐ Per-unit fee

☐ Success or contingent component after separate review

☐ Other: [________________________________]

Rates, roles, units, minimums, maximums, included work, and overage approvals
are stated in Exhibit C.

7.2 Invoices and Payment

Invoice frequency or event: [________________________________]

Required support: [________________________________]

Payment period: [____] days after [________________________________]

Client shall identify a good-faith invoice dispute within [____] days, state
the disputed amount and basis, and timely pay undisputed amounts.

7.3 Expenses

☐ No reimbursable expenses

☐ Preapproved actual expenses with receipts

☐ Allowance or per diem stated in Exhibit C

Individual and aggregate approval thresholds: [________________________]

7.4 Tax and Reporting Allocation

The Parties shall complete Exhibit C after transaction- and classification-
specific review.

☐ Contractor will provide the identified tax form or substitute documentation

☐ Client will make the identified information report

☐ Client will withhold the identified amount

☐ Identified taxes are included in fees

☐ Identified taxes are separately stated

☐ Client will provide identified exemption or deduction documentation

No tax form, invoice label, or payment method decides worker status. Nothing in
this Agreement shifts a tax, contribution, withholding, reporting, or payment
duty that cannot be shifted by contract.

7.5 Benefits and Coverage

Client does not promise Contractor participation in a Client benefit plan
unless the governing plan or another signed writing expressly provides it.
This clause does not decide or waive any right or duty imposed outside this
Agreement.

7.6 Late Charge

☐ None

☐ Rate and calculation in Exhibit C after transaction-specific review

8. CHANGE CONTROL, DELIVERY, AND ACCEPTANCE

8.1 Change Control

Either Party may request a change. Before approval, the responding Party shall
state reasonably identifiable effects on scope, Deliverables, acceptance,
schedule, staffing, dependencies, fees, expenses, IP, data, security, and risk.

No requested change is effective until authorized representatives sign a
change order, except that the Parties may document an urgent safety or security
action after taking reasonable immediate protective steps.

8.2 Delivery Record

For each Deliverable, Exhibit D shall identify version, format, repository,
delivery event, dependencies, and required supporting materials.

8.3 Acceptance Decision

Review period: [____] Business Days after [____________________________]

Client shall issue:

☐ Acceptance

☐ Conditional Acceptance with a signed punch list

☐ Deficiency Notice identifying each material failed criterion and evidence

Acceptance by silence or productive use applies only if selected and completed
in Exhibit D.

8.4 Correction and Retest

Correction period: [________________________________]

Maximum correction cycles: [____]

Retest scope: [________________________________]

Long-stop date and remedy: [________________________________]

Acceptance does not waive an obligation that expressly continues after
Acceptance.

9. PERSONNEL, SUBCONTRACTORS, AND INSURANCE

Contractor is responsible for selecting, directing, compensating, and
supervising its personnel except for Client site, security, safety, and
Deliverable requirements expressly stated in the SOW.

Subcontracting:

☐ Not permitted

☐ Permitted for identified work with prior notice

☐ Requires prior written approval

Approved subcontractors: [________________________________]

Exhibit F shall state qualification, screening, confidentiality, IP, data,
security, insurance, location, and flow-down requirements. Client may request
removal from Client systems or sites for a documented security, safety,
conduct, qualification, or performance reason. Replacement cost and schedule
effects follow the change procedure.

Insurance evidence does not decide classification or expand or reduce
contractual liability unless Exhibit F expressly says so.

10. INTELLECTUAL PROPERTY, CONFIDENTIALITY, DATA, AND SECURITY

10.1 Background Materials

Each Party retains its preexisting materials and rights. Exhibit E shall
identify Contractor Materials embedded in a Deliverable and Client Materials
used for the Services.

10.2 Deliverable Rights

For each Deliverable, select and complete one structure in Exhibit E:

☐ Client ownership through a tailored signed transfer

☐ Contractor ownership with a defined Client license

☐ Divided ownership by identified component

☐ No IP transfer; advisory report or service only

The schedule shall address drafts, source files, editable formats, inventions,
documentation, repositories, third-party items, reusable tools, attribution,
payment conditions, and further assurances.

10.3 Confidential Information

"Confidential Information" means nonpublic commercial, financial, technical,
security, personnel, or operational information marked confidential or
reasonably understood to be confidential in context. It excludes information
the receiving Party can document was independently developed, rightfully known
without duty, rightfully received from another source, or public without
breach.

The receiving Party shall use Confidential Information only for the Agreement,
protect it with at least reasonable care, and disclose it only to persons who
need it and are bound to protect it. A legally compelled disclosure may be made
after legally permitted notice and reasonable cooperation.

Ordinary confidentiality term: [____] years

Designated sensitive-information term: [______________________________]

10.4 Data and Security

If Contractor receives, hosts, or can retrieve personal, regulated, production,
or security-sensitive data, the Parties shall complete Exhibit E and any needed
data or security addendum before access. The schedule shall identify data,
roles, purposes, locations, access, controls, incidents, subprocessors,
retention, return, and deletion.

Return or deletion procedure: [________________________________]

11. COMPLIANCE, WARRANTIES, AND RESTRICTIONS

11.1 Transaction Requirements

Exhibit F shall identify transaction-specific licensing, professional,
anti-corruption, export, sanctions, accessibility, privacy, security, records,
public-sector, safety, and industry requirements and allocate responsibility.

11.2 Selected Express Warranties

Contractor warrants only the selected and completed promises:

☐ Services conform materially to the SOW standard

☐ Deliverables conform materially to objective acceptance criteria for [____]
days after Acceptance

☐ Contractor has the rights needed to grant the selected Deliverable rights

☐ Contractor holds the licenses identified in Exhibit F

☐ Other: [________________________________]

Selected warranty remedy: [________________________________]

11.3 Restrictive Covenants

This general form contains no noncompetition or worker nonsolicitation
covenant. Any requested restriction requires a separate tailored addendum
addressing the actual work, people, locations, interests, duration, scope,
consideration, termination path, and current law.

12. INDEMNITY, LIABILITY, AND ALLOCATED RISK

12.1 Indemnity

No indemnity applies unless Exhibit F identifies indemnified persons, covered
third-party claims, required connection to conduct, exclusions, defense
control, counsel, notice, cooperation, settlement, costs, and relationship to
limits.

☐ Contractor indemnity: [________________________________]

☐ Client indemnity: [________________________________]

☐ Mutual indemnity: [________________________________]

☐ No contractual indemnity

No provision requires one Party to reimburse the other for the other Party's
own classification decision, direction, reporting failure, coverage failure,
or misrepresentation unless Exhibit F expressly and validly allocates that
risk after counsel review.

12.2 Liability Limit

☐ No contractual aggregate cap

☐ Aggregate cap of $[________________________________]

☐ Aggregate cap calculated as [________________________________]

Claims outside the cap: [________________________________]

12.3 Damage Categories

☐ No contractual exclusion

☐ Defined excluded categories: [________________________________]

Exceptions: [________________________________]

Exhibit F should address losses material to the Services, including
reperformance, replacement contractor, delay, data restoration, security
response, regulatory response, and transition costs.

13. TERM, SUSPENSION, TERMINATION, AND EXIT

13.1 Term

☐ Fixed term ending [__/__/____]

☐ Continues until terminated

☐ Renews under Exhibit G

13.2 Material Default

Payment cure period: [____] days

Other cure period: [____] days

No-cure events, if any: [________________________________]

13.3 Convenience Termination

☐ No convenience termination

☐ Client may terminate an SOW on [____] days' notice

☐ Either Party may terminate the Agreement on [____] days' notice

13.4 Suspension

Contractor may suspend only under the grounds, notice, cure, safety, security,
data-protection, and restoration rules in Exhibit G.

13.5 Exit

On expiration or termination, the Parties shall document completed and partial
work, fees, approved expenses, Client Materials, Deliverables, repositories,
credentials, data export and deletion, subcontractors, transition, and
outstanding warranty or security matters.

Transition assistance and rates: [________________________________]

14. DISPUTE SCHEDULE

14.1 Governing Law

The Parties select Vermont law, excluding its conflict-of-laws rules, except to
the extent a mandatory rule or valid conflict-of-laws analysis requires a
different result.

14.2 Escalation

Project leads shall meet within [____] days after written dispute notice. If
unresolved, representatives with settlement authority shall meet within [____]
additional days. A Party may seek time-sensitive relief without completing
escalation.

14.3 Forum Option

☐ Courts located in [________________] County, Vermont, subject to their
jurisdiction and any mandatory venue

☐ Nonexclusive court forum: [________________________________]

☐ Mediation followed by court litigation

☐ Counsel-approved arbitration addendum stating administrator, rules, seat,
arbitrator count, selection, scope, provisional relief, confidentiality, fees,
and award procedure

14.4 Jury Waiver

☐ No contractual jury waiver

☐ Separate counsel-approved jury-waiver addendum attached and initialed

14.5 Fees and Costs

☐ Each Party bears its own fees and costs except as otherwise required

☐ Defined prevailing-party provision in Exhibit G

15. GENERAL TERMS

15.1 Notices

Client Notice Contact: [________________________________]

Contractor Notice Contact: [________________________________]

Approved Methods and Effective Event: [________________________________]

15.2 Assignment

Neither Party may assign without the other Party's prior written consent,
except as expressly permitted here: [________________________________]. No
assignment releases the assigning Party unless the other Party expressly
agrees in writing.

15.3 Independent Parties

The Parties are independent contracting parties. Neither may bind the other
except through express written authority. Nothing in this clause decides the
status of a person for every legal, tax, insurance, benefit, or regulatory
purpose.

15.4 Entire Agreement and Amendment

This Agreement and incorporated documents are the complete agreement about the
Services. An amendment must be in writing, identify the change, and be signed
by authorized representatives of both Parties.

15.5 Waiver and Severability

A waiver must be in writing and applies only to the stated instance. If a
provision cannot be enforced as written, the Parties request enforcement to the
maximum extent permitted consistent with their documented allocation; the
remaining provisions continue if the essential bargain remains workable.

15.6 Counterparts and Signature Method

☐ Wet ink

☐ Approved electronic-signature platform: [________________________________]

☐ Other authenticated method: [________________________________]

15.7 No Third-Party Beneficiary

This Agreement benefits only the Parties and permitted successors and assigns,
except for an indemnified person expressly identified in Exhibit F.

15.8 Survival

Accrued payment, confidentiality, data, IP, indemnity, liability allocation,
exit, dispute, and provisions intended by their nature to continue survive to
the extent stated in the applicable section.

16. SIGNATURES

Each signatory represents that the signatory is authorized to sign for the
identified Party.

Client

Legal Name: [________________________________]

By: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

Contractor

Legal Name: [________________________________]

By: [________________________________]

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBIT A — ENGAGEMENT CLASSIFICATION AND OPERATING FACTS

EXHIBIT B — STATEMENT OF WORK

SOW Number and Effective Date: [________________________________]

Objective and Scope: [________________________________]

Excluded Services: [________________________________]

Client Dependencies: [________________________________]

Contractor Dependencies: [________________________________]

Staffing, Locations, and Systems: [________________________________]

Assumptions and Risks: [________________________________]

EXHIBIT C — FEES, TAX, EXPENSES, AND INVOICE SCHEDULE

Fee Model and Rates: [________________________________]

Budget / Not-to-Exceed: [________________________________]

Invoice Events and Support: [________________________________]

Payment Terms: [________________________________]

Expenses and Approvals: [________________________________]

Tax Forms, Reporting, Withholding, and Treatment: [___________________]

Late-Charge Selection: [________________________________]

EXHIBIT D — DELIVERABLES, ACCEPTANCE, AND CHANGE SCHEDULE

Delivery Format and Repository: [________________________________]

Acceptance Criteria and Evidence: [________________________________]

Review Period and Decision: [________________________________]

Silence or Productive-Use Selection: [_______________________________]

Correction and Retest: [________________________________]

Long-Stop and Remedy: [________________________________]

Change Approvers and Procedure: [________________________________]

EXHIBIT E — IP, CONFIDENTIALITY, DATA, AND SECURITY SCHEDULE

Contractor and Client Materials: [________________________________]

Deliverable Ownership / License: [________________________________]

Third-Party Items and Reusable Tools: [______________________________]

Confidentiality Terms: [________________________________]

Data Inventory, Roles, Purposes, and Locations: [____________________]

Security, Incident, Return, and Deletion: [__________________________]

EXHIBIT F — PERSONNEL, INSURANCE, AND RISK SCHEDULE

Key Personnel and Replacement: [________________________________]

Approved Subcontractors and Flow-Downs: [____________________________]

Licenses and Compliance Controls: [________________________________]

Insurance: [________________________________]

Indemnity: [________________________________]

Liability Limit and Damage Categories: [____________________________]

EXHIBIT G — DISPUTE AND EXIT SCHEDULE

Notice and Escalation: [________________________________]

Court / Mediation / Arbitration Selection: [________________________]

Jury-Waiver Addendum: [________________________________]

Fees and Costs: [________________________________]

Suspension and Termination: [________________________________]

Transition, Data, Materials, and Deliverables: [_____________________]

End of template.