Delaware consulting independent contractor agreement template

Delaware Consulting Independent Contractor Agreement

This Delaware Consulting Independent Contractor Agreement ("Agreement") is made and entered into as of [Date], by and between:

[Client Name], a [Client Entity Type] with its principal place of business at [Client Street Address], [Client City, State, Zip Code], hereinafter referred to as "Client,"

and

[Contractor Name], a [Contractor Entity Type] with its principal place of business at [Contractor Street Address], [Contractor City, State, Zip Code], hereinafter referred to as "Contractor."

Client Email: [Client Email]
Client Phone: [Client Phone]
Contractor Email: [Contractor Email]
Contractor Phone: [Contractor Phone]

1. Scope of Services

Option A: The Contractor shall provide the following consulting services to the Client: [Detailed Description of Consulting Services, including specific deliverables, milestones, and reporting expectations]. This includes, but is not limited to:

• [Specific Deliverable 1]
• [Specific Deliverable 2]

Option B: The Contractor shall provide consulting services as detailed in Exhibit A, attached hereto and incorporated herein by reference. Exhibit A outlines the project scope, deliverables, performance standards, milestones, key deadlines, and reporting requirements.

2. Service Period

Option A: The term of this Agreement shall commence on [Start Date] and shall continue until [End Date].

Option B: The term of this Agreement shall commence on [Start Date] and continue until the services are completed to the Client's satisfaction, as determined by [Client Representative Name].

Option C: Renewal/Extension: This Agreement shall automatically renew for successive [Number] month periods unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.

Option D: Modification of Scope: The scope of services may be modified by mutual written agreement of both parties. Any such modification shall be documented in an amendment to this Agreement.

3. Work Method

Option A: The Contractor shall perform the services remotely.

Option B: The Contractor shall perform the services on-site at the Client's location at [Client Street Address], [Client City, State, Zip Code].

Option C: The Contractor shall perform the services using a hybrid approach, with [Number] days per week on-site at the Client's location and the remaining work performed remotely.

Use of Subcontractors: The Contractor [Shall / Shall Not] be permitted to use subcontractors. If subcontractors are used, the Contractor shall obtain the Client's written approval prior to engaging any subcontractor.

4. Compensation

Option A: The Client shall pay the Contractor an hourly rate of [Dollar Amount] per hour for all services performed.

Option B: The Client shall pay the Contractor a project-based fee of [Dollar Amount] for the completion of the services outlined in Section 1.

Option C: The Client shall pay the Contractor a retainer fee of [Dollar Amount] per month. This retainer covers [Number] hours of service per month. Additional hours will be billed at [Dollar Amount] per hour.

Billable Activities: Billable activities include: [List of Billable Activities].

Reimbursable Expenses: The Client shall reimburse the Contractor for reasonable and necessary expenses incurred in connection with the performance of the services, including: [List of Reimbursable Expenses]. All expenses must be pre-approved by the Client in writing.

Payment Schedule: The Contractor shall submit invoices to the Client on a [Frequency, e.g., monthly, bi-weekly] basis. The Client shall pay all invoices within [Number] days of receipt.

Late Payment Penalties: Late payments shall accrue interest at a rate of [Percentage]% per month or the highest rate permitted by Delaware law, whichever is lower.

Taxes: The Contractor is solely responsible for all applicable federal, state (including Delaware), and local taxes, including self-employment taxes.

5. Independent Contractor Status

It is expressly understood and agreed that the Contractor is an independent contractor and not an employee, agent, or partner of the Client. The Client shall not be responsible for withholding any taxes or providing any benefits, including but not limited to health insurance, retirement plans, or workers' compensation, to the Contractor. The Contractor is responsible for obtaining their own insurance coverage, including liability insurance and workers' compensation (if required).

6. Ownership and Intellectual Property

Option A: All work product created by the Contractor in connection with this Agreement shall be the sole and exclusive property of the Client. The Contractor hereby assigns all right, title, and interest in and to such work product to the Client.

Option B: The Contractor shall retain ownership of all pre-existing materials and tools used in the performance of the services.

Confidential Information: The Contractor shall hold all confidential information of the Client in strict confidence and shall not disclose such information to any third party. This obligation shall survive the termination of this Agreement and is subject to the Delaware Uniform Trade Secrets Act.

Return of Materials: Upon termination of this Agreement, the Contractor shall promptly return all confidential and proprietary information of the Client.

7. Non-Solicitation, Non-Compete, and Non-Circumvention

Option A: Non-Solicitation: During the term of this Agreement and for a period of [Number] months following the termination of this Agreement, the Contractor shall not solicit, directly or indirectly, any employee or client of the Client.

Option B: Non-Compete: During the term of this Agreement and for a period of [Number] months following the termination of this Agreement, within a geographic area of [Description of Geographic Area], the Contractor shall not engage in any business that is competitive with the business of the Client. This restriction is limited to services directly competing with those provided to the Client under this agreement.

Non-Circumvention: The Contractor agrees not to circumvent the Client in any business opportunities or relationships.

8. Dispute Resolution

In the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiation. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation in [City, State]. If mediation is unsuccessful, the parties may pursue arbitration or litigation in the courts of the State of Delaware, which shall have exclusive jurisdiction over any such dispute. Delaware law shall govern the interpretation and enforcement of this Agreement.

9. Termination

Option A: Either party may terminate this Agreement upon [Number] days' written notice to the other party.

Option B: The Client may terminate this Agreement immediately for cause, including but not limited to material breach of this Agreement, non-performance of services, or violation of confidentiality.

Post-Termination Obligations: Upon termination of this Agreement, the Contractor shall:

• Submit a final invoice for services rendered.
• Return all Client materials and confidential information.
• Provide reasonable assistance to the Client in transitioning the services to another consultant.

10. Representations and Warranties

The Contractor represents and warrants that:

• The Contractor is duly registered to do business in the State of Delaware (if required).
• The Contractor has the full right, power, and authority to enter into this Agreement and to perform the services required hereunder.
• The Contractor's performance of the services will comply with all applicable laws and regulations.
• The Contractor is not subject to any conflicts of interest that would prevent them from performing the services.

11. Indemnification

Each party shall indemnify and hold the other party harmless from any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to any breach of this Agreement or any negligent act or omission of the indemnifying party. The liability of the Contractor shall be limited to [Dollar Amount].

12. Data Protection and Security

The Contractor shall comply with all applicable Delaware and federal privacy laws, including but not limited to the Delaware Online Privacy and Protection Act (DOPPA). The Contractor shall implement and maintain reasonable security measures to protect the confidentiality, integrity, and availability of the Client's data. The Contractor shall promptly notify the Client of any data breach or security incident.

13. Insurance and Bonding

The Contractor shall maintain the following insurance coverage: [Description of Required Insurance Coverage, including minimum amounts and types of coverage]. The Contractor shall provide the Client with a certificate of insurance upon request.

14. Record Keeping

The Contractor shall maintain accurate records of all services performed and expenses incurred in connection with this Agreement for a period of [Number] years, in compliance with Delaware law.

15. 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.

16. Severability

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

17. Assignment

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

18. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent that such failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, or natural disaster.

19. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

20. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

21. Notices

All notices 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 reputable overnight courier service to the addresses set forth above.

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

[Client Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Contractor Name]

By: [Contractor Representative Name]

Title: [Contractor Representative Title]