Independent Contractor Agreement - Wisconsin

INDEPENDENT CONTRACTOR AGREEMENT

State of Wisconsin

TABLE OF CONTENTS

1. Definitions
2. Engagement; Scope of Services
3. Term; Renewal; Termination
4. Compensation; Expenses; Taxes
5. Performance Standards; Deliverables; Acceptance
6. Representations and Warranties
7. Covenants and Restrictions
8. Insurance; Risk Allocation
9. Default; Remedies
10. Dispute Resolution
11. General Provisions
12. Execution; Notarization

Schedules
A. Statement of Work
B. Fee Schedule and Invoicing Procedures
C. Minimum Insurance Requirements
D. State-Specific Worker Classification Rider (Wisconsin)

AGREEMENT

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

1. [CLIENT LEGAL NAME], a [STATE] [corporation/limited liability company/etc.] with its principal place of business at [ADDRESS] (“Client”); and
2. [CONTRACTOR LEGAL NAME], a [STATE] [sole proprietorship/LLC/corporation] with its principal place of business at [ADDRESS] (“Contractor”).

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

RECITALS

A. Client desires to engage Contractor to perform certain professional services, and Contractor is willing to perform such services under the terms set forth in this Agreement.
B. The Parties intend that Contractor perform the Services strictly as an independent contractor and not as an employee of Client.

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

NOW, THEREFORE, in consideration of the mutual covenants herein, the Parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following capitalized terms shall have the meanings set forth below (terms defined in the singular have the same meaning when used in the plural and vice-versa):

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

“Applicable Law” – all federal, state, and local statutes, regulations, rules, ordinances, and orders applicable to a Party or to the Services, including without limitation Wisconsin statutes and administrative rules relating to unemployment insurance, worker’s compensation, and worker classification.

“Confidential Information” – has the meaning given in Section 7.3.

“Deliverables” – the work product, materials, and other items identified in Schedule A to be delivered to Client.

“Services” – the tasks, duties, and responsibilities described in Schedule A, together with any ancillary services reasonably required for their proper performance.

“Statement of Work” or “SOW” – Schedule A, as amended from time to time in accordance with Section 11.2.

[Add additional defined terms as necessary, in alphabetical order.]

2. ENGAGEMENT; SCOPE OF SERVICES

2.1 Engagement. Subject to the terms of this Agreement, Client hereby engages Contractor, and Contractor hereby accepts such engagement, to perform the Services described in the SOW.

2.2 Independent Contractor Relationship. The Parties intend an independent business relationship and do not create an agency, joint venture, or partnership by label. Contractor has no authority to bind Client except as expressly authorized in writing. Each statute and claim remains subject to its own test and the actual facts. See Schedule D for the separate Wisconsin unemployment-insurance and workers' compensation analyses.

2.3 Assistants and Subcontractors. Contractor may engage qualified assistants or subcontractors and remains responsible for their work, compensation, taxes, coverage, confidentiality, and lawful access to Client systems or premises. Contractor shall identify any person who requires such access before access is granted.

2.4 Tools, Materials, and Worksite. Unless expressly stated otherwise in the SOW, Contractor shall furnish all equipment, tools, materials, and safe workspaces necessary to perform the Services.

3. TERM; RENEWAL; TERMINATION

3.1 Term. The term of this Agreement shall commence on the Effective Date and continue until [DATE OR EVENT] unless earlier terminated as provided herein.

3.2 Renewal. [Automatic renewal language or “shall not renew automatically.”]

3.3 Termination for Convenience. Either Party may terminate this Agreement or any SOW upon [###] days’ prior written notice to the other Party.

3.4 Termination for Cause. Either Party may terminate immediately upon written notice if the other Party materially breaches this Agreement and fails to cure within ten (10) days after receipt of notice describing the breach.

3.5 Effect of Termination. Upon expiration or termination:
a. Client shall pay Contractor all undisputed Fees for Services properly performed through the effective date of termination;
b. Contractor shall promptly deliver to Client all Deliverables (complete or in-process) and Client-provided materials; and
c. Sections 1, 4.4, 6, 7, 8, 9, 10, and 11 shall survive.

4. COMPENSATION; EXPENSES; TAXES

4.1 Fees. Client shall pay Contractor the fees set forth in Schedule B (“Fees”).

4.2 Invoicing and Payment. Contractor shall invoice monthly in arrears (or as otherwise specified in Schedule B). Client shall pay undisputed amounts within [30] days of receipt. Late payments shall bear interest at the lesser of 1.0% per month or the maximum rate permitted by law.

4.3 Expenses. Unless expressly approved in writing in advance, Contractor shall bear all costs and expenses incurred in connection with the Services.

4.4 Taxes and Reporting. Contractor is responsible for taxes and filings legally imposed on Contractor's business and personnel. Client may report payments and withhold or remit amounts when required by then-current law. Client shall issue Form 1099-NEC or another information return when required by current federal law and IRS instructions. A tax form or information return does not itself establish worker status.

5. PERFORMANCE STANDARDS; DELIVERABLES; ACCEPTANCE

5.1 Standards of Performance. Contractor shall perform the Services (a) in a timely, diligent, and professional manner; (b) in accordance with industry best practices; and (c) in compliance with Applicable Law.

5.2 Delivery. Contractor shall deliver each Deliverable by the milestone dates set forth in the SOW.

5.3 Inspection and Acceptance. Client shall have [ten (10)] business days after delivery to inspect each Deliverable. If Client reasonably determines that a Deliverable fails to conform to the applicable specifications, Client shall provide a written rejection specifying the non-conformities. Contractor shall, at its sole cost, remedy such non-conformities within a commercially reasonable period. Failure by Client to reject within the inspection period shall constitute deemed acceptance.

6. REPRESENTATIONS AND WARRANTIES

6.1 Mutual Warranties. Each Party represents and warrants that:
a. it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of formation;
b. it has full power and authority to enter into and perform this Agreement; and
c. the execution and performance of this Agreement does not violate any other agreement or Applicable Law binding on such Party.

6.2 Contractor Warranties. Contractor further represents and warrants that:
a. the Services and Deliverables shall conform to the requirements of this Agreement and the SOW;
b. no Deliverable will infringe any intellectual property right of a third party;
c. Contractor possesses the requisite skill, experience, and resources to perform the Services; and
d. Contractor will maintain in effect all licenses, permits, and authorizations required to perform the Services.

6.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES ANY OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.4 Survival. The warranties in this Section 6 survive for a period of [one (1)] year after acceptance of the final Deliverable, unless a longer period is mandated by Applicable Law.

7. COVENANTS AND RESTRICTIONS

7.1 Compliance with Law. Contractor shall comply with all Applicable Law, including but not limited to laws related to worker classification, unemployment insurance, worker’s compensation, and occupational safety.

7.2 Post-Termination Restraints. 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 Wisconsin counsel for the actual relationship, consideration, protectable interest, and requested scope.

7.3 Confidentiality.
a. Definition. “Confidential Information” means all non-public information disclosed by either Party (“Disclosing Party”) to the other (“Receiving Party”), that is designated as confidential or that reasonably should be understood to be confidential.
b. Obligations. The Receiving Party shall (i) use Confidential Information solely to perform its obligations under this Agreement; (ii) not disclose Confidential Information to any third party except to its employees, agents, and subcontractors who have a need to know and are bound by written confidentiality obligations at least as protective; and (iii) protect Confidential Information using commercially reasonable measures.
c. Exclusions. Confidential Information does not include information that (i) is or becomes public through no fault of the Receiving Party; (ii) was lawfully in the Receiving Party’s possession prior to disclosure; (iii) is independently developed without use of Confidential Information; or (iv) is obtained from a third party without breach of any obligation.
d. Mandatory Disclosure. The Receiving Party may disclose Confidential Information to the extent required by law or court order, provided it gives advance notice (where legally permissible) and cooperates in seeking confidential treatment.

7.4 Intellectual Property.

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 Client under 17 U.S.C. § 201(b). As a separate fallback, upon full payment Contractor assigns to Client all transferable right, title, and interest in the Deliverable, excluding identified background and third-party materials. This signed Agreement and the SOW are intended to satisfy 17 U.S.C. § 204(a).

c. Background-Material License. Contractor grants Client 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 identifies the covered work and uses. Contractor shall identify third-party materials and applicable license terms before delivery.

8. INSURANCE; RISK ALLOCATION

8.1 Insurance. Contractor shall maintain, at its own expense, the types and minimum limits selected in Schedule C and shall furnish certificates of insurance upon request. Contractor shall request that its insurer provide advance cancellation notice to Client to the extent the policy and insurer permit.

8.2 Limitation of Liability. EXCEPT FOR (i) CONTRACTOR’S INDEMNIFICATION OBLIGATIONS, (ii) BREACHES OF CONFIDENTIALITY, OR (iii) INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE, THE LIABILITY OF EACH PARTY TO THE OTHER ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED, IN THE AGGREGATE, THE GREATER OF (A) TWO (2) TIMES THE TOTAL FEES PAID OR PAYABLE UNDER THIS AGREEMENT, OR (B) $[AMOUNT], SUBJECT TO ANY NON-WAIVABLE LIMITATIONS IMPOSED BY WISCONSIN LAW. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

8.3 Indemnification.

a. Contractor shall defend, indemnify, and hold harmless Client from third-party claims to the extent caused by Contractor's negligent or intentional performance, material breach, infringement by a Deliverable, or failure to satisfy duties concerning Contractor's own personnel.

b. Client shall defend, indemnify, and hold harmless Contractor from third-party claims to the extent caused by Client's negligence, intentional misconduct, or material breach.

c. Neither provision shifts a statutory duty imposed directly on the indemnified Party or predetermines Contractor's own classification under any law.

8.4 Force Majeure. Neither Party shall be liable for any delay or failure to perform caused by acts beyond its reasonable control, including acts of God, pandemic, war, civil unrest, government regulation, or utility failures, provided the affected Party gives prompt notice and resumes performance as soon as practicable.

9. DEFAULT; REMEDIES

9.1 Events of Default. The following constitute “Events of Default”:
a. a material breach of this Agreement not cured within the period specified in Section 3.4;
b. repeated non-material breaches that, in the aggregate, materially affect performance;
c. a Party becomes insolvent, admits inability to pay debts as they become due, or files for bankruptcy; or
d. failure to maintain required insurance.

9.2 Remedies. Upon an Event of Default, the non-defaulting Party may exercise any or all of the following remedies, in addition to those available at law or equity:
a. suspend performance;
b. withhold payments or set-off amounts owed;
c. terminate this Agreement pursuant to Section 3.4;
d. obtain specific performance or injunctive relief (Section 10.5); and
e. seek attorneys' fees and costs only if authorized by a separately completed fee clause, another written agreement, or applicable law.

10. DISPUTE RESOLUTION

10.1 Governing Law. This Agreement and any dispute arising hereunder shall be governed by and construed in accordance with the laws of the State of Wisconsin, without regard to its conflict-of-laws rules.

10.2 Litigation Forum. If litigation is selected, complete one forum after counsel confirms subject-matter jurisdiction and venue:

☐ Wisconsin Circuit Court for [________________________________] County

☐ United States District Court for the [Eastern / Western] District of Wisconsin, if federal jurisdiction exists

10.3 Optional Arbitration. ☐ The Parties select binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in [CITY], Wisconsin. The Parties may seek confirmation or enforcement of an award under applicable law. This selection does not prevent a request for provisional relief in aid of arbitration where available.

10.4 Jury Trial. No pre-dispute jury waiver is included in this template. Any requested waiver must be separately reviewed by Wisconsin counsel and conspicuously documented.

10.5 Provisional Relief. Either Party may seek temporary or injunctive relief concerning confidentiality or intellectual property to the extent available under the governing procedure and the facts. This clause does not direct a court to dispense with any required showing, security, or bond.

10.6 Fee Allocation. Select one:

☐ Each Party bears its own attorneys' fees and costs, except as applicable law otherwise provides

☐ The substantially prevailing Party may seek reasonable attorneys' fees and costs, subject to applicable law and the tribunal's determination

11. GENERAL PROVISIONS

11.1 Entire Agreement; Integration. This Agreement, including its Schedules, constitutes the entire agreement of the Parties with respect to its subject matter and supersedes all prior understandings.

11.2 Amendments and Waivers. No amendment or waiver shall be effective unless in writing and signed by both Parties. A waiver of any breach shall not constitute a waiver of any other or subsequent breach.

11.3 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except to an Affiliate or in connection with a merger or sale of substantially all its assets; provided the assignee assumes all obligations hereunder. Any assignment in violation of this Section 11.3 is void.

11.4 Notices. All notices shall be in writing and deemed given (a) when delivered personally; (b) when sent by reputable overnight courier with signature required; or (c) three (3) business days after deposit in certified U.S. mail, postage prepaid, return receipt requested, to the addresses set forth below (or as updated by notice). Notices by email are effective only if receipt is acknowledged in writing (including email acknowledgment).

11.5 Severability. If any provision of this Agreement 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 render it enforceable.

11.6 Successors and Assigns. This Agreement binds and benefits the Parties and their respective permitted successors and assigns.

11.7 Counterparts; Electronic Signatures. The Parties intend counterparts and signatures exchanged by facsimile, PDF, or electronic-signature platform to evidence assent, subject to applicable law and any separately required filing, notarization, or record format.

12. EXECUTION; NOTARIZATION

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

[Optional Notary Block if required for record-keeping]

SCHEDULE A – STATEMENT OF WORK

[Detailed description of Services, Deliverables, milestones, acceptance criteria, etc.]

SCHEDULE B – FEE SCHEDULE AND INVOICING PROCEDURES

1. Fixed fees, hourly rates, or milestone payments
2. Reimbursable cost categories (if any)
3. Invoice submission process and required backup documentation

SCHEDULE C – MINIMUM INSURANCE REQUIREMENTS

1. Commercial General Liability – $[1,000,000] per occurrence / $[2,000,000] aggregate
2. Professional/Errors & Omissions Liability – $[1,000,000] per claim
3. Business Automobile Liability (if vehicles used) – $[1,000,000] combined single limit
4. Worker's compensation coverage required for Contractor's own employees, if any, or documentation supporting a verified exclusion
5. [Add Cyber Liability, Umbrella, etc., as appropriate]

SCHEDULE D – STATE-SPECIFIC WORKER CLASSIFICATION RIDER (Wisconsin)

D.1 Classification Is Program-Specific

Wisconsin uses different statutory tests for unemployment insurance and workers' compensation. The Parties shall complete this rider from accurate facts and shall not treat a checked box, business registration, tax form, or contract label as conclusive.

D.2 Unemployment Insurance — Wis. Stat. § 108.02(12)(bm)

For an employing unit other than a government unit or nonprofit organization, and for work other than logging or trucking, the employing unit must establish both freedom from control or direction and at least six of the nine business conditions, by contract and in fact. Government units, nonprofit organizations, loggers, and truckers are governed by the different test in § 108.02(12)(c).

Control-or-Direction Record

The Department may consider these nonexclusive factors; they are not a mechanical checklist:

☐ Contractor is not required to follow instructions concerning how to perform the Services

☐ Client does not train Contractor how to perform the Services

☐ Contractor is not required to perform every Service personally and may use qualified assistants or subcontractors

☐ Contractor controls the ordinary times, order, and sequence of performance, subject to agreed results and deadlines

☐ Contractor is not required to make regular activity reports, apart from deliverables, invoices, compliance records, or exception notices stated in the SOW

Six-of-Nine Business Conditions

Identify at least six conditions that are true in practice:

☐ Contractor advertises or otherwise affirmatively holds out as being in business

☐ Contractor maintains an office, or chooses where most Services are performed, and uses Contractor's own equipment or materials

☐ Contractor operates under multiple contracts with one or more clients to perform specific services

☐ Contractor incurs the main expenses related to the contracted Services

☐ Contractor must redo unsatisfactory work without additional compensation or is subject to a monetary penalty for unsatisfactory work

☐ Contractor's Services do not directly relate to Client's business

☐ Contractor may realize a profit or suffer a loss under the service contracts

☐ Contractor has recurring business liabilities or obligations

☐ Contractor is not economically dependent on Client for the Services being performed

D.3 Workers' Compensation — Wis. Stat. § 102.07(8)(b)

For the workers' compensation independent-contractor exclusion, the individual must meet and maintain all nine conditions:

☐ Maintains a separate business with an office, equipment, materials, and other facilities

☐ Holds or has applied for a federal employer identification number, or filed federal business or self-employment income tax returns based on the work or service in the previous year

☐ Operates under contracts for specific services or work, for specific amounts, and controls the means of performance

☐ Incurs the main expenses related to the contracted service or work

☐ Is responsible for satisfactory completion and liable for failure to complete the work or service

☐ Receives compensation on a commission, per-job, or competitive-bid basis and not on another basis

☐ May realize a profit or suffer a loss under the contracts

☐ Has continuing or recurring business liabilities or obligations

☐ Business success or failure depends on the relationship of business receipts to expenditures

D.4 Operational Record

Complete with supporting records rather than assumptions:

Contractor's public advertising or business listing: [________________________________]

Other current contracts or clients: [________________________________]

Contractor's office or chosen work location: [________________________________]

Contractor-owned equipment and materials: [________________________________]

Main expenses borne by Contractor: [________________________________]

Recurring liabilities or obligations: [________________________________]

Pricing method and profit-or-loss risk: [________________________________]

Assistants or subcontractors Contractor may engage: [________________________________]

Services Client performs as its own business: [________________________________]

D.5 Coverage and Reassessment

Contractor shall maintain coverage legally required for Contractor's own employees. If an agency or court determines employee status under a particular law, the Parties shall comply with duties that then apply. The Parties shall reassess the actual relationship when the Services, control, pricing, personnel, location, equipment, or business dependence materially changes.

SOURCES AND REFERENCES

• Wisconsin Legislature — Wis. Stat. § 108.02(12)(bm)
• Wisconsin DWD — unemployment-insurance control-or-direction factors
• Wisconsin DWD — unemployment-insurance six-of-nine conditions
• Wisconsin Legislature — Wis. Stat. § 102.07(8)(b)
• Wisconsin DWD — workers' compensation independent-contractor test
• 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
• IRS — Instructions for Forms 1099-MISC and 1099-NEC

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