INDEPENDENT CONTRACTOR AGREEMENT

(State of Washington)

[// GUIDANCE: This template is drafted to comply with Washington state requirements regarding worker classification, tax obligations, and insurance. Customize all bracketed terms, attach Exhibits, and obtain local counsel review prior to execution.]

TABLE OF CONTENTS

1. Document Header
2. Definitions
3. Operative Provisions
     3.1 Engagement of Contractor
     3.2 Term and Termination
     3.3 Services; Performance Standards
     3.4 Compensation; Invoicing; Taxes
     3.5 Relationship of the Parties (Worker Classification)
     3.6 Personnel; Subcontractors
     3.7 Compliance With Law (State-Specific)
     3.8 Insurance
     3.9 Confidentiality; Data Security
     3.10 Intellectual Property
4. Representations and Warranties
5. Covenants and Restrictions
6. Default; Notice; Remedies
7. Risk Allocation
     7.1 Indemnification
     7.2 Limitation of Liability
     7.3 Force Majeure
8. Dispute Resolution
9. General Provisions
10. Execution Block

Exhibit A – Statement of Work
Exhibit B – Insurance Requirements
Exhibit C – Washington Tax & Worker-Classification Rider

1. DOCUMENT HEADER

Independent Contractor Agreement (this “Agreement”) is entered into as of [EFFECTIVE DATE] (the “Effective Date”) by and between [COMPANY NAME], a [STATE] [entity type], with its principal place of business at [ADDRESS] (“Company”), and [CONTRACTOR NAME], a [STATE] [entity type / individual], with its principal place of business/residence at [ADDRESS] (“Contractor”). Company and Contractor are each referred to herein as a “Party” and collectively as the “Parties.”

Recitals
A. Company desires to engage Contractor to perform certain services as an independent contractor.
B. Contractor represents it possesses the skill, experience, and resources necessary to perform such services.
C. The Parties desire to set forth the terms and conditions governing their relationship.

NOW, THEREFORE, in consideration of the mutual promises herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

2. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below. Terms defined in the body of the Agreement have the same meaning throughout.

“Affiliate” – any entity that directly or indirectly controls, is controlled by, or is under common control with a Party.

“Applicable Law” – all federal, Washington State, and local statutes, regulations, ordinances, and common-law requirements that govern a Party’s obligations or performance hereunder, including without limitation Washington industrial insurance, unemployment insurance, and business-and-occupation (B&O) tax statutes.

“Confidential Information” – any non-public information disclosed by a Party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.

“Deliverables” – all tangible and intangible work product, materials, and inventions first created for Company under this Agreement or any Statement of Work.

“Services” – the services described in Section 3.3 and more particularly in Exhibit A, as such exhibit may be amended by the Parties in writing from time to time.

“Statement of Work” or “SOW” – a document executed by the Parties substantially in the form of Exhibit A that describes Services, Deliverables, pricing, milestones, and other project-specific terms.

3. OPERATIVE PROVISIONS

3.1 Engagement of Contractor

Company hereby engages Contractor, and Contractor accepts the engagement, to provide the Services strictly in accordance with this Agreement and the applicable SOW(s).

3.2 Term and Termination

3.2.1 Initial Term. The term shall commence on the Effective Date and continue until [TERM / PROJECT COMPLETION DATE], unless earlier terminated in accordance with this Section.
3.2.2 Termination for Convenience. Either Party may terminate this Agreement or any SOW without cause upon [__] days’ prior written notice.
3.2.3 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure within [__] days after receipt of notice.
3.2.4 Effect of Termination. Upon termination, Contractor shall cease work, deliver all incomplete or completed Deliverables, and Company shall pay all undisputed fees for Services performed through the effective date of termination, subject to any right of set-off.

3.3 Services; Performance Standards

Contractor shall: (a) perform the Services in a diligent, professional, and workmanlike manner consistent with industry standards; (b) meet all milestones and delivery dates; and (c) supply, at its own expense, all equipment, tools, and materials necessary for performance unless otherwise specified in an SOW.

3.4 Compensation; Invoicing; Taxes

3.4.1 Compensation. Company shall pay Contractor as set forth in Exhibit A.
3.4.2 Invoicing. Contractor shall submit detailed invoices no more frequently than [monthly]. Company shall pay undisputed amounts within [__] days after receipt.
3.4.3 Taxes. Contractor is solely responsible for payment of all taxes arising from compensation paid under this Agreement, including federal self-employment taxes and Washington B&O tax. Company will not withhold or remit any payroll taxes or other assessments on Contractor’s behalf.
[// GUIDANCE: Insert any agreed-upon gross-up or withholding mechanics here if Company is required by law to withhold.]

3.5 Relationship of the Parties (Worker Classification)

3.5.1 Independent Contractor Status. Contractor acknowledges and agrees that it is an independent contractor and not an employee of Company for any purpose, including but not limited to the Washington Industrial Insurance Act (Title 51 RCW) and unemployment compensation. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employer-employee relationship.
3.5.2 Six-Factor Test Compliance. Contractor represents that it satisfies the independent-contractor criteria set forth under Washington law, including the six-factor test for industrial insurance exemption.
3.5.3 Control. Contractor retains the sole right to control manner and means of performance, subject only to the results-oriented specifications set forth in the applicable SOW.
3.5.4 No Benefits. Contractor and its Personnel shall not be entitled to participate in any employee benefit plans, vacation, sick leave, or other fringe benefits of Company.
3.5.5 No Exclusive Remedy. Company reserves the right to reclassify the relationship if required by a final determination of a competent governmental authority; provided, however, that such reclassification shall not entitle Contractor to retroactive employee benefits nor limit Contractor’s indemnity obligations under Section 7.1.

3.6 Personnel; Subcontractors

Contractor may not subcontract or delegate performance without Company’s prior written consent. Contractor shall remain responsible for acts and omissions of all permitted subcontractors and Personnel as if they were Contractor’s own.

3.7 Compliance With Law (State-Specific)

Contractor shall (a) obtain and maintain all business licenses required by the Washington Department of Revenue and any local authority; (b) timely remit Washington B&O tax; (c) comply with all applicable federal export, environmental, and data-privacy laws; and (d) maintain records sufficient to demonstrate compliance for no less than six (6) years.

3.8 Insurance

Contractor shall, at its own expense, procure and maintain during the term of this Agreement the insurance set forth in Exhibit B, including but not limited to:
(a) Commercial General Liability with limits of not less than [INSURANCE LIMITS] per occurrence;
(b) Professional Liability/Errors & Omissions with limits of not less than [INSURANCE LIMITS];
(c) Automobile Liability (if vehicles are used) with combined single limits of [INSURANCE LIMITS];
(d) Workers’ Compensation/Industrial Insurance coverage as required by Washington law or evidence of approved self-insurance.
Certificates of insurance evidencing such coverage shall be delivered to Company prior to commencement of Services.

3.9 Confidentiality; Data Security

Each Party shall use the other’s Confidential Information solely to fulfill its obligations under this Agreement and shall protect such information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. Obligations survive five (5) years following termination, or indefinitely for trade secrets.

3.10 Intellectual Property

Unless otherwise stated in an SOW:
(a) Work-Made-for-Hire. Deliverables shall constitute “work made for hire” for Company to the fullest extent permitted by law.
(b) Assignment. To the extent ownership does not vest in Company by operation of law, Contractor hereby assigns to Company all right, title, and interest in and to the Deliverables.
(c) License Back. Company grants Contractor a non-exclusive, royalty-free, non-transferable license to use Company’s pre-existing materials solely to perform the Services.

4. REPRESENTATIONS AND WARRANTIES

4.1 Mutual Reps. Each Party represents that: (a) it has full power and authority to enter into and perform this Agreement; (b) execution will not violate any other agreement to which it is a party; and (c) this Agreement constitutes a valid and binding obligation enforceable against it.

4.2 Contractor Reps. Contractor further represents and warrants that:
(a) Services will be performed in a professional and workmanlike manner;
(b) Deliverables will conform to mutually agreed specifications for ninety (90) days after delivery;
(c) Contractor and its Personnel possess the requisite qualifications, skill, and experience;
(d) neither Services nor Deliverables will infringe any third-party intellectual property rights;
(e) Contractor is and will remain in compliance with Applicable Law, including Washington worker-classification and tax requirements.

4.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, NEITHER PARTY MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

4.4 Survival. The representations and warranties in this Section shall survive for one (1) year following acceptance of the applicable Deliverable or termination of this Agreement, whichever is later.

5. COVENANTS AND RESTRICTIONS

5.1 Non-Solicitation. During the term and for twelve (12) months thereafter, Contractor shall not directly solicit for employment any employee of Company with whom Contractor had material contact, without Company’s prior written consent.
5.2 Compliance Certification. Upon Company’s request, Contractor shall certify in writing its ongoing compliance with Section 3.5 and Exhibit C.
5.3 Records Inspection. Contractor shall maintain complete and accurate records relating to performance and allow Company, upon reasonable notice, to audit such records solely for compliance verification.

6. DEFAULT; NOTICE; REMEDIES

6.1 Events of Default. The following constitute a default: (a) a material breach not cured within the applicable cure period; (b) failure to timely deliver Services or Deliverables; (c) insolvency, bankruptcy, or assignment for benefit of creditors; (d) violation of Section 3.5 (Worker Classification) or 3.8 (Insurance).

6.2 Notice and Cure. The non-defaulting Party shall provide written notice specifying the default. Contractor shall have [__] days to cure monetary defaults and [__] days to cure non-monetary defaults, unless a shorter period is mandated by law or the nature of the default.

6.3 Remedies. Upon an uncured default, Company may, without limitation: (a) withhold payments; (b) suspend or terminate Services; (c) obtain substitute services at Contractor’s expense; and/or (d) pursue any other rights or remedies available at law or in equity, including injunctive relief.

7. RISK ALLOCATION

7.1 Indemnification

Contractor shall defend, indemnify, and hold harmless Company, its Affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, liabilities, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
(a) bodily injury, death, or property damage caused by Contractor or its Personnel;
(b) any breach of this Agreement, including representations, warranties, or covenants;
(c) violation of Applicable Law, including worker-classification or tax obligations; or
(d) infringement or misappropriation of any intellectual property right by Services or Deliverables.

7.2 Limitation of Liability

EXCEPT FOR (i) INDEMNIFICATION OBLIGATIONS, (ii) BREACH OF CONFIDENTIALITY, OR (iii) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES. To the maximum extent permitted by Washington law, each Party’s aggregate liability shall not exceed the fees paid or payable under the applicable SOW during the twelve (12) months preceding the event giving rise to liability. Nothing herein shall waive any liability that cannot be limited under Applicable Law.

7.3 Force Majeure

Neither Party shall be liable for delay or failure to perform due to events beyond its reasonable control, including acts of God, natural disasters, epidemic, war, terrorism, labor disputes, or governmental action, provided the affected Party gives prompt notice and uses commercially reasonable efforts to resume performance.

8. DISPUTE RESOLUTION

8.1 Governing Law. This Agreement and any disputes hereunder shall be governed by and construed in accordance with the laws of the State of Washington, without regard to conflict-of-laws principles.

8.2 Forum Selection. The Parties irrevocably submit to the exclusive jurisdiction of the state and federal courts located in [COUNTY], Washington for any legal suit, action, or proceeding arising out of or related to this Agreement, except to the extent Section 8.3 applies.

8.3 Arbitration (Optional). If the Parties mark [ARBITRATION_ELECTION: YES], any dispute shall be finally resolved by binding arbitration administered by [AAA/JAMS] in accordance with its Commercial Arbitration Rules. The seat of arbitration shall be [Seattle, Washington]. Judgment on the award may be entered in any court of competent jurisdiction.

8.4 Jury Waiver. To the extent permitted by Washington law, each Party knowingly and voluntarily waives its right to a trial by jury in any action or proceeding arising out of this Agreement.

8.5 Injunctive Relief. Nothing in this Section shall limit either Party’s right to seek provisional or injunctive relief from a court of competent jurisdiction to protect its Confidential Information or intellectual property.

9. GENERAL PROVISIONS

9.1 Amendment and Waiver. No amendment or waiver shall be effective unless in writing and signed by the Parties. A waiver on one occasion shall not constitute a waiver of any subsequent breach.

9.2 Assignment. Contractor may not assign, delegate, or otherwise transfer its rights or obligations without Company’s prior written consent. Any purported assignment in violation of this Section is void. This Agreement shall bind and inure to the benefit of the Parties’ permitted successors and assigns.

9.3 Severability. If any provision is held invalid or unenforceable, the remaining provisions shall remain in full force, and the invalid provision shall be reformed to the minimum extent necessary to achieve its original intent.

9.4 Entire Agreement. This Agreement, together with all Exhibits and SOWs, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior agreements and understandings.

9.5 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original. Signatures delivered via electronic means (e.g., PDF, DocuSign) shall be deemed original and binding.

9.6 Notices. All notices shall be in writing and delivered by personal delivery, certified mail (return receipt requested), or recognized overnight courier to the addresses set forth below (or as later designated). Notices are deemed given upon receipt or, if refused, upon first attempted delivery.

9.7 Survival. Sections 3.4, 3.5, 3.8, 3.9, 3.10, 4, 6.3, 7, 8, and 9 shall survive termination or expiration of this Agreement.

10. EXECUTION BLOCK

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

[// GUIDANCE: Attach additional signature lines for subsidiaries or guarantors if necessary.]

EXHIBIT A – STATEMENT OF WORK

1. Description of Services: [SERVICES DESCRIPTION]
2. Deliverables & Milestones: [LIST]
3. Performance Schedule: [DATES]
4. Compensation & Payment Terms: [COMPENSATION]
5. Company-Provided Resources: [EQUIPMENT / ACCESS]
6. Acceptance Criteria: [METRICS]

EXHIBIT B – INSURANCE REQUIREMENTS

1. Commercial General Liability: [¬$1,000,000] per occurrence / [$2,000,000] aggregate
2. Professional Liability / Errors & Omissions: [¬$1,000,000] per claim
3. Automobile Liability: [¬$1,000,000] combined single limit
4. Workers’ Compensation / Industrial Insurance: Statutory limits under Washington law or approved self-insurance
5. Additional Insured Endorsement: Company and its Affiliates to be named as additional insureds (except for workers’ compensation).

[// GUIDANCE: Require thirty (30) days’ prior written notice of cancellation or material change.]

EXHIBIT C – WASHINGTON TAX & WORKER-CLASSIFICATION RIDER

1. Contractor shall complete and deliver to Company the Washington Department of Revenue’s Business License (UBI) Number: [___] and IRS Form W-9 prior to commencing Services.
2. Contractor affirms compliance with the six-factor independent contractor test under RCW Title 51 for industrial insurance and the ABC test for unemployment insurance, and shall maintain contemporaneous business records evidencing such compliance.
3. Contractor shall timely file all federal self-employment taxes and Washington excise/B&O tax returns and shall indemnify Company against any liability for unpaid taxes, interest, or penalties arising from payments made under this Agreement.
4. If Contractor or its Personnel perform work on Company premises, Contractor shall post proof of valid Washington industrial insurance coverage in a conspicuous location, or alternatively, provide a copy to Company’s contract manager.
5. Upon Company’s reasonable request and at least annually, Contractor shall provide (a) a current certificate of insurance; (b) evidence of Washington business license renewal; and (c) a signed certification reaffirming independent-contractor status.

[// GUIDANCE: Local labor and regulatory agencies scrutinize misclassification aggressively. Collect supporting documents (e.g., invoices to other clients, independent business cards, marketing materials) to demonstrate autonomy.]

End of Template