Independent Contractor Agreement for Consultant (for Firm)

When you're hiring an expert or consultant to provide you with professional advice, it's important to establish your company's relationship with the worker -- protect your interests with this independent contractor ("IC") agreement. The agreement covers services the IC will provide, deadlines the IC must meet, and when the IC will be paid including how much.

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Independent Contractor Agreement

Parties

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

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services

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.

Payment

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fixed fee

Consultant will be paid $ upon completion of the work as detailed in this Agreement.

installments

Client will pay Consultant a fixed fee of $, in  installments as follows:

hour/day/week/month

Consultant will be compensated at the rate of $ per .

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cap on payment

Unless otherwise agreed upon in writing by Client, Client's maximum liability for all services performed during the term of this Agreement will not exceed $.

Expenses

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no reimbursement

Consultant will be responsible for all expenses incurred while performing services under this Agreement.

reimbursement

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.

 Invoices

Consultant will submit invoices for all services rendered. Client will pay Consultant within  days after receipt of each invoice.

 Materials

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:

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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.

Fringe Benefits

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. 

Workers' Compensation

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.

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"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.

 

Unemployment Compensation

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.

 

 

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insurance coverage

Insurance

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general liability

General Liability. Client will not provide any insurance coverage of any kind for Consultant or Consultant's employees or contract personnel. Consultant will maintain a broad form commercial general liability insurance policy providing combined single limits of not less than $ per occurrence and $ annual aggregate. Before commencing any work, Consultant will provide Client with proof of this insurance and that Client has been made an additional insured under the policy.

professional liability

Professional Liability. Consultant will obtain professional liability insurance coverage for malpractice or errors or omissions committed by Consultant or Consultant's employees or contract personnel during the term of this Agreement. The policy will provide for coverage of at least $ for each occurrence and $ annual aggregate. Before commencing any work, Consultant will provide Client with proof of this insurance.

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.

Indemnification

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.

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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.

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confidential information

Confidential Information

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:

  • the written, printed, graphic, or electronically recorded materials furnished by Client for use by Contractor
  • Client's business or marketing plans or strategies, customer lists, operating procedures, trade secrets, design formulas, know-how and processes, computer programs and inventories, discoveries, and improvements of any kind
  • any tangible information produced by Consultant for Client under this agreement that provides Client with a business advantage over  competitors and is unknown by Client's competitors
  • any written or tangible information stamped "confidential," "proprietary," or with a similar legend, and
  • any written or tangible information not marked with a confidentiality legend, or information disclosed orally to Consultant, that is treated as confidential when disclosed and later summarized sufficiently for identification purposes in a written memorandum marked "confidential" and delivered to Consultant within 30 days after the disclosure.

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.

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private dispute resolution

Disputes

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mediation only

Mediation. If a dispute arises under or relating to this Agreement, the parties will try in good faith to settle it through mediation conducted by a mediator to be mutually selected. The parties will share the costs of the mediator equally. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within 30 days after it is referred to the mediator, either party may take the matter to court.

mediation to arbitration (no litigation)

Mediation and Arbitration. If a dispute arises under or relating to this Agreement, the parties will try in good faith to settle it through mediation conducted by a mediator to be mutually selected. The parties will share the costs of the mediator equally. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute. If the dispute is not resolved within 30 days after it is referred to the mediator, it will be settled by binding arbitration by an arbitrator to be mutually selected. Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter.

arbitration (no litigation)

Arbitration. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration by an arbitrator to be mutually selected. Judgment on the arbitration award may be entered in any court that has jurisdiction over the matter. 

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attorney fees

Attorney Fees

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.

Entire 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.

Successors

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.

Waiver

The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

Governing Law

This Agreement will be governed by and construed in accordance with the laws of the state of  

Severability

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.

Attached Papers

Any attached sheet or document shall be regarded as fully contained in this Agreement.

Notices

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.

No Partnership

This Agreement does not create a partnership relationship. Consultant does not have authority to enter into contracts on Client's behalf.

 

 

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electronic signature

Electronic Signatures

This agreement may be signed by an electronic or digital signature.

 
Keep Together

Counterparts

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.

Client: 
Title: _____________________________________

Signature: ____________________________________________
Date: _______________
Address: 

 

Consultant: 

Title: ______________________________________

Signature: ____________________________________________
Date: _______________
Address: 

Taxpayer ID Number: 
 

 

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