Independent Contractor Agreement for Consultant (for IC)
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.
|fixed fee||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 .
|late fee provision||
If Client is late paying Contractor, Contractor's damages will be difficult to measure. As a reasonable estimate of the damages Contractor will sustain, and as liquidated damages and not as a penalty, Client agrees to pay Contractor an additional % per month interest charge on the amount owed, or the legally allowable maximum, whichever is less.
|no reimbursement||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.
Intellectual Property Ownership
|Consultant grants to Client a royalty-free nonexclusive license to use anything created or developed by Consultant for Client under this Agreement ("Contract Property"). The license will have a perpetual term and Client may not transfer it. Consultant will retain all copyrights, patent rights, and other intellectual property rights to the Contract Property.|
|assign ip||Consultant assigns to Client all patent, copyright, and trade secret rights in anything created or developed by Consultant for Client under this Agreement. This assignment is conditioned upon full payment of the compensation due Consultant under this Agreement. Consultant will help prepare any documents Client considers necessary to secure any copyright, patent, or other intellectual property rights in Consultant's work product under this Agreement.|
Consultant's Reusable Materials
Consultant owns or holds a license to use and sublicense various materials in existence before the start date of this Agreement ("Consultant's Materials"). Consultant's Materials include, but are not limited to, the items identified as follows:
Consultant may, at its option, include Consultant's Materials in the work performed under this Agreement. Consultant retains all right, title, and interest, including all copyrights, patent rights, and trade secret rights in Consultant's Materials. Consultant grants Client a royalty-free nonexclusive license to use any of Consultant's Materials incorporated into the work performed by Consultant under this Agreement. The license will have a perpetual term and may not be transferred by Client.
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.
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 Consultant for services performed before the effective date of termination. Client shall not owe Consultant compensation for any services performed following such date.
This provision allocates the risks under this Agreement between Consultant and Client. Consultant's pricing reflects the allocation of risk and limitation of liability specified below.
Consultant's total liability to Client under this Agreement for damages, costs, and expenses will not exceed the compensation received by Consultant under this Agreement. However, Consultant will remain liable for bodily injury or personal property damage resulting from grossly negligent or willful actions of Consultant or Consultant's employees or agents while on Client's premises to the extent such actions or omissions were not caused by Client.
NEITHER PARTY TO THIS AGREEMENT WILL BE LIABLE FOR THE OTHER'S LOST PROFITS OR SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF THE PARTY HAS BEEN HAS BEEN ADVISED BY THE OTHER PARTY OF THE POSSIBILITY OF SUCH DAMAGES.
|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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