Independent Contractor Agreement - Washington

INDEPENDENT CONTRACTOR AGREEMENT

(State of Washington)

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.

CLASSIFICATION WARNING: This Agreement records the Parties' intent. It does not override a worker-status or coverage determination based on the actual 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 and Reporting. Contractor is responsible for taxes and filings legally imposed on Contractor's business and personnel. Company may report payments and withhold or remit amounts when required by then-current law. Contractor shall provide a properly completed Form W-9 or other required documentation. A tax form or information return does not by itself determine worker status.

3.5 Relationship of the Parties (Worker Classification)

3.5.1 Intended Relationship. The Parties intend an independent business relationship and do not create a partnership, joint venture, agency, or employment relationship by contract. Worker status remains subject to the facts and the law governing each program.
3.5.2 Separate Washington Analyses. Unemployment insurance is analyzed under the alternative routes in RCW 50.04.140. Industrial insurance separately applies RCW 51.08.180 and, when applicable, the six-part exception in RCW 51.08.195 or the construction-trade exception in RCW 51.08.181. Exhibit C records the route and facts to be reviewed.
3.5.3 Control. Contractor controls the ordinary manner, means, sequence, personnel, and schedule of performance, subject to agreed results, deadlines, lawful requirements, and reasonable site-access and information-security rules.
3.5.4 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.

3.6 Personnel; Subcontractors

Contractor may select, direct, and pay qualified personnel and subcontractors, subject to Company's prior 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.

3.7 Compliance With Law (State-Specific)

Contractor shall obtain and maintain licenses, registrations, tax accounts, and records required for Contractor's actual business and the Services. Registration, a Unified Business Identifier number, or separate books may be required for a selected statutory route but does not alone establish independent-contractor status.

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) Washington industrial-insurance coverage required for Contractor's own workers, if any, or documentation supporting a verified exclusion or qualified self-insurance status.
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 a signed SOW:
(a) Background Materials. Each Party retains materials developed independently of this Agreement and identified in the SOW 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 SOW 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.

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 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 Washington counsel for the actual relationship and work.
5.2 Factual Certification. Upon Company's reasonable request, Contractor shall update the factual record in Exhibit C. A certification does not replace an agency's or court's legal analysis.
5.3 Records Inspection. Contractor shall maintain complete and accurate records relating to performance and allow Company, upon reasonable notice, to audit those records solely for contract administration and lawful compliance.

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) Contractor's violation of Applicable Law in operating its business or directing its own personnel; or
(d) infringement or misappropriation of any intellectual property right by Services or Deliverables.

This Section does not require Contractor to indemnify Company for classification of Contractor itself or for duties imposed directly on Company by law.

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 No Jury Waiver. This template does not include a pre-dispute jury-trial waiver. Any requested waiver must be separately reviewed and drafted by Washington counsel.

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 counterparts. Under RCW 1.80.060, a record or signature may not be denied legal effect solely because it is electronic, subject to the Act's scope and the Parties' agreement to transact electronically.

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.

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. Industrial Insurance: Coverage required for Contractor's own workers, if any, or documentation supporting a verified exclusion or qualified self-insurance status
5. Additional Insured Endorsement: Company and its Affiliates to be named as additional insureds (except for workers’ compensation).

EXHIBIT C – WASHINGTON TAX & WORKER-CLASSIFICATION RIDER

1. Route Selection — Unemployment Insurance (RCW 50.04.140). Services for remuneration are employment unless the facts satisfy either subsection (1)'s three-part route or subsection (2)'s separate six-part route. Select only the route counsel has confirmed:
   - ☐ Subsection (1): freedom from control in contract and fact; service outside the Company's usual course or all its places of business; and an independently established same-nature business.
   - ☐ Subsection (2): freedom from control; the expanded usual-course/place/principal-place-cost alternatives; the independently-established-business or deductible-principal-place alternative; responsibility to file the applicable IRS expense schedule; required Department of Revenue and agency accounts plus a UBI number; and separate income-and-expense books or records.

2. Industrial Insurance — Personal-Labor Threshold (RCW 51.08.180). Determine first whether the independent contract's essence is Contractor's personal labor. L&I's current guide explains that furnishing Contractor's own workers or substantial equipment beyond ordinary hand tools may mean the contract is for more than personal labor when Contractor is not controlled in using that equipment. Record the actual facts:
   - ☐ Contractor supplies and directs its own workers identified in Exhibit A.
   - ☐ Contractor supplies substantial equipment identified in Exhibit A and controls its use.
   - ☐ The engagement is essentially Contractor's personal labor; continue to item 3 or 4.

3. General Industrial-Insurance Exception (RCW 51.08.195). If applicable, all six requirements must be shown: (1) freedom from control; (2) one of the usual-course/place/principal-place-cost alternatives; (3) the independently-established-business or deductible-principal-place alternative; (4) responsibility to file the applicable IRS expense schedule; (5) required state accounts and UBI number; and (6) separate income-and-expense books or records.

4. Construction, Plumbing, and Electrical Work (RCW 51.08.181). Work requiring contractor registration under chapter 18.27 RCW or licensing under chapter 18.106 or 19.28 RCW uses a separate seven-part test. It includes the six listed elements and requires an active, valid contractor registration, plumbing-contractor license, or electrical-contractor license, as applicable. All seven must be met.

5. Operational Record — select only accurate statements.
   - ☐ Contractor controls the ordinary manner, means, sequence, hours, and work location, subject to agreed results, deadlines, lawful requirements, and site or information-security rules.
   - ☐ Contractor regularly offers the same nature of services through an independently established business.
   - ☐ Contractor selects, supervises, and pays assistants and substitutes.
   - ☐ Contractor supplies the significant tools, facilities, and investment identified in Exhibit A and bears ordinary expenses and genuine profit-or-loss risk.
   - ☐ Contractor may serve unrelated clients and remains responsible for the agreed result.

6. Registration, Reporting, and Coverage. Contractor shall provide a Form W-9 and, only when applicable to the selected statutory route or business, its UBI number, required registrations or licenses, state-account information, separate-business-record confirmation, and current industrial-insurance information for its workers. Company shall verify the item, scope, and expiration rather than treating any one document as proof of worker status.

7. Benefits and Reclassification. If an agency or court determines employee or worker status under a particular law, the Parties shall comply with that determination and nonwaivable law. No provision denies retroactive benefits or shifts Company's own statutory duties.

SOURCES AND REFERENCES

• RCW 50.04.140 — unemployment-insurance independent-contractor routes
• RCW 51.08.180 — industrial-insurance definition of worker and personal-labor contracts
• RCW 51.08.181 — registered-contractor, plumbing, and electrical seven-part exception
• RCW 51.08.195 — general six-part industrial-insurance exception
• Washington L&I Publication F212-222-000 (October 2024) — Independent Contractors
• RCW 1.80.060 — legal recognition of electronic records and signatures
• 17 U.S.C. § 101 — work-made-for-hire definition
• 17 U.S.C. § 106A — rights of certain visual artists
• 17 U.S.C. § 201 — copyright ownership and works made for hire
• 17 U.S.C. § 204 — signed-writing requirement for copyright transfers

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

End of Template