INDEPENDENT CONTRACTOR AGREEMENT

(Wisconsin – Comprehensive Template)

[// GUIDANCE: This template is intentionally drafted in a broad, “commercial-grade” style. Remove or tailor bracketed text to fit the specific facts, regulatory posture, and bargaining positions of the Parties. All capitalized terms are defined in Section 1 (Definitions).]

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.

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. Nothing in this Agreement shall be construed to create an employer–employee relationship, joint venture, or partnership. Contractor has no authority to bind Client except as expressly authorized in writing. See Schedule D for additional worker-classification attestations required under Wisconsin law.

2.3 Subcontractors. Contractor may not subcontract any material portion of the Services without prior written consent of Client, which consent may be conditioned on execution of a written agreement containing obligations no less protective of Client than those set forth herein.

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. Contractor is solely responsible for all federal, state, and local taxes, assessments, and other governmental charges arising from compensation paid under this Agreement. Contractor shall indemnify Client against any liability for such taxes (see Section 8.3). Client will issue IRS Form 1099-NEC or comparable tax reporting forms as required by law.

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 Non-Solicitation. During the Term and for twelve (12) months thereafter, Contractor shall not, without Client’s prior written consent, solicit for employment or hire any employee of Client who became known to Contractor in connection with the Services.

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. Unless otherwise stated in the SOW, Client shall own all right, title, and interest in and to the Deliverables upon final payment, and Contractor hereby assigns such rights to Client. Contractor retains ownership of its pre-existing materials (“Background IP”), which are licensed to Client on a non-exclusive, perpetual, royalty-free basis to the extent incorporated into any Deliverable.

8. INSURANCE; RISK ALLOCATION

8.1 Insurance. Contractor shall maintain, at its own expense, the types and minimum limits of insurance set forth in Schedule C, issued by insurers authorized to do business in Wisconsin, and shall furnish certificates of insurance upon request. Coverage shall not be cancelled without thirty (30) days’ prior written notice to Client.

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 by Contractor. Contractor shall defend, indemnify, and hold harmless Client and its Affiliates, and their respective officers, directors, and employees, from and against any and all claims, damages, liabilities, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
a. any breach by Contractor of this Agreement;
b. any claim that a Deliverable infringes a third party’s intellectual property right;
c. any failure by Contractor to pay taxes or maintain insurance as required herein; or
d. any assertion that Contractor or its personnel are employees of Client, including any related employment-based, tax, or benefit claims.

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. recover reasonable attorneys’ fees and costs incurred in enforcing this Agreement.

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 Exclusive Jurisdiction and Venue. The state and federal courts located in [COUNTY], Wisconsin, shall have exclusive jurisdiction over any litigation arising out of or relating to this Agreement, subject to Section 10.3 (Arbitration). EACH PARTY IRREVOCABLY SUBMITS TO, AND WAIVES ANY OBJECTION TO, THE PERSONAL JURISDICTION AND VENUE OF SUCH COURTS.

10.3 [OPTIONAL] Arbitration. [If checked ❑] Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat of arbitration shall be [CITY], Wisconsin. Judgment on the award may be entered in any court having jurisdiction. This Section 10.3 shall not preclude either Party from seeking provisional remedies (including injunctive relief) in aid of arbitration.

10.4 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF THIS AGREEMENT. [// GUIDANCE: Wisconsin courts require conspicuous language for jury waivers. Keep this clause in BOLD CAPS in final document.]

10.5 Injunctive Relief. Each Party agrees that monetary damages may be inadequate for breach of Sections 7.3 (Confidentiality) or 7.4 (Intellectual Property). Accordingly, the non-breaching Party shall be entitled to seek injunctive relief, without posting bond, in addition to any other remedies.

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. This Agreement may be executed in counterparts, each of which is deemed an original, and all of which together constitute one instrument. Signatures exchanged by facsimile, PDF, or electronic signature platform (e.g., DocuSign) are binding.

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 or Occupational Accident Coverage – as required by Wisconsin statute
5. [Add Cyber Liability, Umbrella, etc., as appropriate]

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

1. Contractor affirms that it operates as an independent business, maintains a separate business location, and advertises its services to the general public.
2. Contractor will maintain a Federal Employer Identification Number (FEIN) and provide a completed IRS Form W-9 to Client prior to commencing work.
3. Contractor shall hold all licenses or permits required for the Services, and shall furnish copies upon request.
4. Contractor is responsible for obtaining worker’s compensation coverage for its own employees (if any) or providing evidence of exemption in accordance with Wisconsin law.
5. Contractor acknowledges the nine-part independent contractor test utilized by the Wisconsin Department of Workforce Development for unemployment insurance purposes and represents that it satisfies such test in all material respects.
6. Client shall not supply Contractor with employee-type benefits, equipment, or training, except as expressly stated in the SOW.
7. The Parties agree that any re-classification of Contractor as an employee by a governmental authority shall not affect the validity of this Agreement, but Contractor shall indemnify Client in accordance with Section 8.3 for any resulting liabilities.

[// GUIDANCE: Review Schedules carefully. Worker classification missteps are a key audit trigger in Wisconsin. Maintain contemporaneous documentation (e.g., insurance certificates, FEIN letters, advertisements) to substantiate independent contractor status.]