Arizona consulting independent contractor agreement template

Arizona Consulting Independent Contractor Agreement

This Arizona Consulting Independent Contractor Agreement is made and effective as of [Date], by and between:

[Client Legal Name], a [Client Entity Type, e.g., Corporation, LLC, Individual], with a mailing address at [Client Arizona Mailing Address], and if applicable, Arizona Business License/Registration Number: [Client Arizona Business License/Registration Number], Phone: [Client Phone Number], Email: [Client Email Address] ("Client"),

and

[Contractor Legal Name], a [Contractor Entity Type, e.g., Corporation, LLC, Individual], with a mailing address at [Contractor Arizona Mailing Address], and if applicable, Arizona Business License/Registration Number: [Contractor Arizona Business License/Registration Number], Phone: [Contractor Phone Number], Email: [Contractor Email Address] ("Contractor").

1. Scope of Services

The Contractor shall provide the following consulting services to the Client:

Option A: [Detailed description of services, including scope of work, consulting domain (e.g., management, IT, HR, marketing, technical), project objectives, deliverables, expected methodologies, reporting formats, performance or quality standards, timelines, and required milestones or progress reviews.]

Option B: Refer to attached Statement of Work (Exhibit A) for a detailed description of the consulting services.

The principal place of performance will be:

Option A: Client's location at [Client's Specific Arizona Location].

Option B: Contractor's location.

Option C: Remotely, subject to Client's remote work procedures. [Specify remote work procedures, if any]

2. Compensation and Payment

The Client shall compensate the Contractor as follows:

Option A: Hourly rate of [Dollar Amount] per hour.

Option B: Daily rate of [Dollar Amount] per day.

Option C: Fixed fee of [Dollar Amount] for the entire project.

Option D: Retainer fee of [Dollar Amount] per [Month/Quarter/Year].

Option E: Payment per deliverable as detailed in Exhibit B

Payment shall be made:

Option A: Net 15 days from receipt of invoice.

Option B: Net 30 days from receipt of invoice.

Option C: According to the milestone schedule in Exhibit C.

Invoices shall be submitted to [Client Contact/Department]. Late payments shall be subject to interest at the rate of [Percentage] per month, or the maximum rate permitted by Arizona law. [Specify Arizona sales tax treatment where applicable, referencing Arizona Transaction Privilege Tax (TPT)].

3. Expenses

Option A: The Client shall reimburse the Contractor for reasonable and pre-approved business expenses incurred in connection with the performance of the services.

Option B: The Client shall not reimburse the Contractor for any expenses.

All expenses must be documented with receipts. Allowable/non-allowable expenses include: [List of allowable/non-allowable expenses].

4. Independent Contractor Status

The Contractor is an independent contractor under Arizona law (A.R.S. § 23-902(C)). This Agreement does not create an employer-employee relationship. The Contractor is responsible for all federal, state, and local taxes, including Arizona state income tax and TPT where applicable, Social Security, Medicare, unemployment insurance, and workers' compensation. The Client will not provide any employment benefits to the Contractor.

5. Ownership and Intellectual Property

Option A: All work product, inventions, documents, software, or other intellectual property developed under this Agreement shall be owned by the Client and considered "work for hire" under Arizona law.

Option B: The Contractor retains ownership of all intellectual property, but grants the Client a non-exclusive, perpetual license to use the work product for its internal business purposes.

Contractor shall adhere to the following data security and confidentiality requirements: [Detailed data security and confidentiality requirements tailored for consulting engagements].

6. Confidentiality and Non-Circumvention

The Contractor agrees to hold all confidential information of the Client in strict confidence and not to disclose it to any third party. The Contractor further agrees not to circumvent the Client in any business dealings related to the services provided under this Agreement. This clause shall survive termination of this agreement.

7. Non-Solicitation/Non-Compete (Optional)

Option A: For a period of [Number] months following the termination of this Agreement, the Contractor shall not solicit the Client's employees or customers.

Option B: For a period of [Number] months following the termination of this Agreement, the Contractor shall not engage in any business that is directly competitive with the Client's business within [Geographic Area]. [Ensure this clause complies with Arizona Revised Statutes and is reasonable in scope and duration.]

Option C: This clause is intentionally omitted.

8. Insurance

Option A: The Contractor shall maintain professional liability/errors and omissions insurance with a minimum coverage of [Dollar Amount].

Option B: The Contractor shall maintain general liability insurance with a minimum coverage of [Dollar Amount].

Option C: The Contractor is not required to maintain insurance.

The Contractor shall provide proof of insurance upon request.

9. Liability and Indemnification

The Contractor shall be liable for damages resulting from its negligence or breach of this Agreement. The Contractor agrees to indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to the Contractor's performance of services under this Agreement. [Tailor indemnification provisions to consulting services in Arizona.]

10. Change Orders

Any changes to the scope of services must be documented in a written change order signed by both parties.

11. Term and Termination

This Agreement shall commence on [Start Date] and shall continue until:

Option A: [End Date].

Option B: Completion of the project.

Option C: Until terminated by either party with [Number] days written notice.

Either party may terminate this Agreement for cause upon written notice of a material breach by the other party. Upon termination, the Contractor shall return all Client materials and provide reasonable transition support.

12. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved as follows:

First, the parties shall attempt to resolve the dispute through good faith negotiation.

If negotiation fails, the parties shall submit the dispute to mediation in [City, Arizona].

If mediation fails, the dispute shall be resolved by binding arbitration in [City, Arizona], in accordance with the Arizona Arbitration Act.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles. Venue for any legal action shall be in [County], Arizona.

14. Representations and Warranties

The Contractor represents and warrants that:

The Contractor has the required business licenses for Arizona consulting.

The Contractor has the authority to enter into this Agreement.

The Contractor has the capacity to perform the services.

15. Compliance with Laws

The Contractor shall comply with all applicable Arizona local, state, and federal laws and permits.

16. Assignment

The Contractor shall not assign or delegate its rights or obligations under this Agreement without the prior written consent of the Client.

17. Records Retention and Audit Rights

The Contractor shall maintain accurate records of all work performed under this agreement, and these records shall be available for audit by the Client upon reasonable notice and during normal business hours.

18. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent such failure is caused by events beyond its reasonable control, including, but not limited to, acts of God, war, riots, fire, flood, wildfire, monsoon, or governmental actions.

19. Notice

All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, registered or certified, postage prepaid, addressed to the party at the address set forth above.

20. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

21. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Client Legal Name]

By: [Client Printed Name]

Title: [Client Title]

Signature: ____________________________

[Contractor Legal Name]

By: [Contractor Printed Name]

Title: [Contractor Title]

Signature: ____________________________