California consulting independent contractor agreement template

California Consulting Independent Contractor Agreement

This California Consulting Independent Contractor Agreement (the “Agreement”) is made and entered into as of this [Date], by and between:

[Client Full Legal Name], with a business address at [Client Business Address], hereinafter referred to as “Client,” and

[Contractor Full Legal Name], with a business address at [Contractor Business Address], hereinafter referred to as “Contractor.”

1. Scope of Services

The Contractor agrees to provide the following consulting services to the Client: [Detailed Description of Consulting Services, e.g., Business Process Improvement, Strategy Development, System Implementation, Training, Technical Advice, Compliance Guidance].

Deliverables: [Description of Deliverables, e.g., Reports, Analyses, Plans, Software Code].

Project Objectives: [Specific, Measurable, Achievable, Relevant, Time-bound (SMART) Objectives of the Project].

Work Methodology: [Description of the approach, e.g., Agile, Waterfall].

Reporting Requirements: [Frequency, format, and content of reports to be submitted to the client].

Expected Outcomes: [Describe the expected impact or results of the consulting services].

Milestones & Deadlines: [List of key milestones and associated deadlines].

Review Procedures: [Process for reviewing and approving deliverables].

Option A: On-site services will be performed at [Client Location].

Option B: Remote services will be performed by Contractor.

Option C: Hybrid Services – A combination of on-site and remote services. On-site will be required for [Specify onsite requirements].

2. Compensation

The Client agrees to compensate the Contractor as follows:

Option A: Hourly Rate: [Dollar Amount] per hour.

Option B: Per Milestone: [Dollar Amount] per milestone, as defined in Section 1.

Option C: Per Deliverable: [Dollar Amount] per deliverable, as defined in Section 1.

Option D: Retainer: [Dollar Amount] per [Time Period, e.g., month].

Billing Cycle: [Frequency, e.g., monthly].

Invoicing Procedures: Contractor will submit invoices to [Client Contact Person/Department] at [Email Address]. Invoices shall include [Invoice Details, e.g., date, invoice number, description of services, hours worked, expenses].

Expense Reimbursement: Reimbursable expenses include [List of Reimbursable Expenses, e.g., travel, lodging, meals]. All expenses must be pre-approved by [Client Contact Person]. Receipts must be submitted with invoices.

Payment Due Date: Payments are due within [Number] days of invoice receipt.

Late Payment Interest: Late payments will accrue interest at a rate of [Percentage] per month or the maximum rate allowed by California law, whichever is lower.

3. California Independent Contractor Status

It is the express intention of the parties that Contractor is an independent contractor. The Contractor acknowledges that they are operating a separate and distinct business from the Client.

The Contractor acknowledges and agrees that they are not an employee of the Client and are not entitled to any employee benefits, including but not limited to health insurance, paid time off, workers' compensation, or unemployment insurance.

Contractor is solely responsible for all federal and California state taxes, self-employment taxes, and any other applicable taxes or withholdings. Contractor will provide Client with a completed W-9 form prior to receiving any payments.

Contractor affirms they meet the requirements under California law to be classified as an independent contractor, including the criteria of the "ABC Test" as interpreted under California law. Contractor represents that they are customarily engaged in an independently established business of the same nature as the services being provided to the Client, is free from the control and direction of the hiring entity in connection with the performance of the work, both under the contract for the performance of the work and in fact, and does not perform work that is controlled directly by the client.

Contractor is responsible for obtaining all necessary business licenses and permits to operate their business in California. Contractor is also responsible for maintaining adequate insurance coverage, as outlined in Section 11.

4. Representations and Warranties

The Contractor represents and warrants that:

They have the full power and authority to enter into this Agreement and to perform their obligations hereunder.

They possess the necessary skills, experience, and qualifications to perform the consulting services described in Section 1 in a professional and competent manner.

Their performance of this Agreement will comply with all applicable California and federal laws, industry regulations, and professional standards.

5. Confidentiality

The Contractor acknowledges that they may have access to confidential and proprietary information of the Client, including but not limited to business data, trade secrets, customer lists, and financial information (the "Confidential Information").

The Contractor agrees to hold the Confidential Information in strict confidence and will not disclose it to any third party without the Client's prior written consent.

The Contractor shall use the Confidential Information solely for the purpose of performing the consulting services under this Agreement.

Exceptions: The obligations of confidentiality shall not apply to information that is (a) generally available to the public, (b) already known to the Contractor prior to its disclosure by the Client, or (c) required to be disclosed by law or court order. In the event of compelled disclosure, the Contractor shall provide the Client with prompt notice to allow the Client to seek a protective order or other appropriate remedy.

Upon termination of this Agreement, the Contractor shall return all Confidential Information to the Client.

6. Intellectual Property

All work product, analyses, documentation, code, inventions, or deliverables created by the Contractor for the Client under this Agreement (the "Work Product") shall be the exclusive property of the Client.

Contractor hereby assigns to Client all right, title, and interest in and to the Work Product, including all intellectual property rights therein.

To the extent that any of the Work Product incorporates intellectual property owned by the Contractor prior to the commencement of this Agreement (the "Pre-Existing IP"), Contractor hereby grants to Client a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, modify, and distribute the Pre-Existing IP as part of the Work Product.

Contractor will execute any documents and take any actions reasonably requested by Client to confirm or perfect Client's ownership of the Work Product.

7. Non-Solicitation and Non-Circumvention

Contractor agrees that during the term of this Agreement and for a period of [Number] months following its termination, Contractor shall not solicit for employment or hire any employee of the Client. This clause is intended to be narrowly construed to comply with California law.

Contractor agrees that during the term of this Agreement and for a period of [Number] months following its termination, Contractor shall not directly circumvent the business relationship between Client and [Specific List of Key Customers/Vendors - Avoid General Language]. This prohibition is limited to circumstances where Contractor directly interferes with the Client’s existing contractual relationships.

8. Indemnification

The Contractor agrees to indemnify and hold harmless the Client, its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to (a) any breach of this Agreement by the Contractor, (b) any negligent or wrongful act or omission of the Contractor in connection with the performance of the consulting services, or (c) any violation of law or regulation by the Contractor.

The Client shall indemnify and hold harmless the Contractor, its officers, directors, employees, and agents from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to any materials, data, or information provided by the Client to the Contractor for use in performing the consulting services.

Limitation of Liability: In no event shall either party be liable to the other for any indirect, incidental, consequential, or punitive damages arising out of or relating to this Agreement.

9. Insurance

The Contractor shall maintain the following insurance coverage:

Option A: Professional Liability Insurance (Errors and Omissions Insurance) with a minimum coverage of [Dollar Amount] per occurrence.

Option B: General Business Liability Insurance with a minimum coverage of [Dollar Amount] per occurrence.

Option C: Workers' Compensation Insurance, if required by California law for the Contractor's business.

Contractor shall provide Client with certificates of insurance evidencing such coverage upon request.

10. Term and Termination

This Agreement shall commence on [Start Date] and shall continue for a term of [Number] [Days/Months/Years], unless earlier terminated as provided herein.

Option A: Automatic Renewal: This Agreement shall automatically renew for successive terms of [Number] [Days/Months/Years], unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.

Either party may terminate this Agreement for material breach by the other party, provided that the breaching party is given written notice of the breach and fails to cure the breach within [Number] days after receipt of such notice.

The Client may terminate this Agreement for convenience upon [Number] days' written notice to the Contractor.

Effect of Termination: Upon termination of this Agreement, the Contractor shall cease performing the consulting services and shall promptly return to the Client all Client property and Confidential Information. The Client shall pay the Contractor for all services performed up to the date of termination.

11. Dispute Resolution

The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.

If the parties are unable to resolve the dispute through negotiation, they shall attempt to resolve the dispute through mediation in [City, California], administered by [Mediation Provider, e.g., JAMS, ADR Services].

If mediation is unsuccessful, either party may initiate binding arbitration in [City, California], administered by [Arbitration Provider, e.g., JAMS, AAA], in accordance with its rules. The decision of the arbitrator shall be final and binding.

Option A: Litigation: If mediation is unsuccessful, either party may initiate litigation in the state or federal courts located in [County, California].

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Option A: Prevailing Party Attorneys' Fees: The prevailing party in any legal action arising out of or relating to this Agreement shall be entitled to recover its reasonable attorneys' fees and costs.

12. Compliance with Laws

The Contractor shall comply with all applicable California and federal laws and regulations in the performance of the consulting services.

Contractor will comply with the California Consumer Privacy Act (CCPA) to the extent applicable to Contractor’s services under this agreement.

Contractor will disclose any potential conflicts of interest to the Client.

13. Notices

All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by email (with confirmation of receipt) to the addresses set forth in the preamble of this Agreement.

14. 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.

No modification of this Agreement shall be effective unless in writing and signed by both parties.

15. Severability

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

16. Assignment

Neither party may assign this Agreement without the prior written consent of the other party.

17. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by a force majeure event, such as acts of God, war, terrorism, natural disasters, or government regulations.

18. Client-Specific Policies

The Contractor agrees to comply with the following Client-specific policies: [List of Client Policies, e.g., security protocols, ethics guidelines, background check requirements].

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

[Client Full Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Full Legal Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]