Independent Contractor Agreement for Consultant (for Firm)
Independent Contractor Agreement for Consultant (for Firm)
This Agreement is made between ("Client"), with a principal place of business at , and ("Consultant"), with a principal place of business at .
Services to Be Performed
Consultant agrees to perform the following services for Client:
|services in Exhibit||
Consultant agrees to perform the services described in Exhibit A, which is attached to and made part of this Agreement.
Consultant will be paid $ upon completion of the work as detailed in this Agreement.
Client will pay Consultant a fixed fee of $, in installments as follows:
Consultant will be compensated at the rate of $ per .
Consultant will be responsible for all expenses incurred while performing services under this Agreement.
Client will reimburse Consultant for the following expenses that are directly attributable to work performed under this Agreement: . Consultant will submit an itemized statement of Consultant's expenses. Client will pay Consultant within 30 days after receipt of each statement.
Consultant will submit invoices for all services rendered. Client will pay Consultant within days after receipt of each invoice.
Consultant will furnish all materials, equipment, and supplies used to provide the services required by this Agreement.
Independent Contractor Status
Consultant is an independent contractor, and neither Consultant nor Consultant's employees or contract personnel are, or will be deemed, Client's employees. In its capacity as an independent contractor, Consultant agrees and represents, and Client agrees, as follows:
IC status 1
|Consultant has the right to perform services for others during the term of this Agreement subject to noncompetition provisions set out in this Agreement, if any.|
|IC status 2||Consultant has the sole right to control and direct the means, manner, and method by which the services required by this Agreement will be performed.|
|IC status 3||Consultant has the right to perform the services required by this Agreement at any place or location and at such times as Consultant may determine.|
|IC status 4||Consultant will furnish all equipment and materials used to provide the services required by this Agreement, except to the extent that Consultant's work must be performed on or with Client's computer or existing software.|
|IC status 5||The services required by this Agreement will be performed by Consultant or Consultant's employees or contract personnel, and Client will not be required to hire, supervise, or pay any assistants to help Consultant.|
|IC status 6||Consultant is responsible for paying all ordinary and necessary expenses of its staff.|
|IC status 7||Neither Consultant nor Consultant's employees or contract personnel will receive any training from Client in the professional skills necessary to perform the services required by this Agreement.|
|IC status 8||Neither Consultant nor Consultant's employees or contract personnel will be required to devote full time to the performance of the services required by this Agreement.|
|IC status 9||Client will not withhold from Consultant's compensation any amount that would normally be withheld from an employee's pay.|
Business Permits, Certificates, and Licenses
Consultant has complied with all federal, state, and local laws requiring business permits, certificates, and licenses required to carry out the services to be performed under this Agreement.
State and Federal Taxes
Client will not:
- withhold FICA (Social Security and Medicare taxes) from Consultant's payments or make FICA payments on Consultant's behalf
- make state or federal unemployment compensation contributions on Consultant's behalf, or
- withhold state or federal income tax from Consultant's payments.
Consultant will pay all taxes incurred while performing services under this Agreement -- including all applicable income taxes and, if Consultant is not a corporation, self-employment (Social Security) taxes. Upon demand, Consultant will provide Client with proof that such payments have been made.
Consultant understands that neither Consultant nor Consultant's employees or contract personnel are eligible to participate in any employee pension, health, vacation pay, sick pay, or other fringe benefit plan of Client. If Contractor is subsequently classified by the IRS as a common law employee, Contractor expressly waives his or her rights to any benefits to which he or she was, or might have become, entitled.
Client will not obtain workers' compensation insurance on behalf of Consultant or Consultant's employees or agents. Consultant will provide Consultant's employees with workers' compensation insurance to the extent required by law and provide Client with a certificate of workers' compensation insurance. Consultant agrees to hold harmless and indemnify Client for any and all claims arising out of any injury, disability, or death of Consultant or any of Consultant's employees or agents.
|"if any" polilcy of workers' comp||
Consultant will obtain an "if any" policy of workers' compensation. Consultant will provide Client with proof of such coverage before starting work.
Client will make no state or federal unemployment compensation payments on behalf of Consultant or Consultant's employees or contract personnel. Consultant will not be entitled to these benefits in connection with work performed under this Agreement.
Warranties and Representations
Consultant warrants and represents that:
- Consultant has the authority to enter into this Agreement and to perform all obligations hereunder.
- The services to be performed are and will be free and clear of all encumbrances including security interests, licenses, liens, or other restrictions except as follows: .
- The use, reproduction, distribution, or modification of any work product resulting from the services does not and will not violate the copyright, patent, trade secret, or other property right of any former client, employer, or third party.
Consultant agrees to indemnify and hold harmless Client against any third-party claims, actions, or demands, including without limitation reasonable attorney and accounting fees, alleging or resulting from the breach of the warranties contained in this Agreement. Client will provide notice to Consultant promptly of any such claim, suit, or proceeding and will assist Consultant, at Consultant's expense, in defending any such claim, suit, or proceeding.
Term of Agreement
This agreement will become effective when signed by both parties and will terminate on the earliest of:
- the date Consultant completes the services required by this Agreement
- , or
- the date a party terminates the Agreement as provided below.
Termination of Agreement
This Agreement may be terminated:
- without cause, by days' prior written notice by either party, or
- with cause, immediately upon material breach of any term of this Agreement by either party.
Client shall promptly pay Contractor for services performed before the effective date of termination. Client shall not owe Contractor compensation for any services performed following such date.
|client owns IP||
Intellectual Property Ownership
Consultant assigns to Client all patent, copyright, trademark, and trade secret rights in anything created or developed by Consultant for Client under this Agreement. Consultant will help prepare any papers that Client considers necessary to secure any patents, copyrights, trademarks, or other proprietary rights at no charge to Client. However, Client will reimburse Consultant for reasonable out-of-pocket expenses incurred. Consultant must obtain written assurances from Consultant's employees and contract personnel that they agree with this assignment.
Consultant confidentiality. Consultant acknowledges that within the course of providing services, it will be necessary for Client to disclose certain confidential and proprietary information to Consultant in order for Consultant to perform duties under this Agreement. Consultant acknowledges that any disclosure to any third party or any misuse of this proprietary or confidential information would irreparably harm Client. Accordingly, Consultant will not use or disclose to others without Client's written consent Client's confidential information, except when reasonably necessary to perform the services under this Agreement.
Scope of confidential information. Confidential Information includes, but is not limited to:
Consultant will not be restricted in the use of any material that is publicly available, already in Contractor's possession prior to commencement of Consultant's provision of services to Client, known to Consultant without restriction, or rightfully obtained by Consultant from sources other than Client.
Consultant's obligations regarding proprietary or confidential information extend to information belonging to customers and suppliers of Client about which Consultant may have gained knowledge as a result of Consultant's services to Client.
Consultant will not disclose to Client information or material that is a trade secret of any third party. The provisions of this clause will survive any termination of this Agreement.
|private dispute resolution||
The prevailing party shall have the right to collect from the other party its reasonable costs and disbursements and attorney fees incurred in enforcing this Agreement.
This is the entire agreement between the parties. It replaces and supersedes any and all oral agreements between the parties, as well as any prior writings. This Agreement may not be amended except in a writing as provided for in this Agreement.
This agreement binds and benefits the respective successors, inheritors, assigns, and personal representatives of the parties, except to the extent of any contrary provision in the Agreement.
The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.
This Agreement will be governed by and construed in accordance with the laws of the state of .
If any court determines that any provision of this Agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and shall be modified, amended, or limited only to the extent necessary to render it valid and enforceable.
Any attached sheet or document shall be regarded as fully contained in this Agreement.
All notices must be in writing. A notice may be delivered to a party at the address that follows a party's signature or to a new address that a party designates in writing. A notice may be delivered: in person, by certified mail, or by overnight courier.
This Agreement does not create a partnership relationship. Consultant does not have authority to enter into contracts on Client's behalf.
This agreement may be signed by an electronic or digital signature.
This agreement may be signed by the parties in different counterparts and the signature pages combined will create a document binding on all parties.
MY SIGNATURE BELOW INDICATES THAT I HAVE READ AND UNDERSTOOD THIS AGREEMENT.
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