Georgia consulting independent contractor agreement template

Georgia Consulting Independent Contractor Agreement

This Georgia Consulting Independent Contractor Agreement (the "Agreement") is made and effective as of [Effective Date], by and between:

• [Client Legal Name], a [Client Entity Type, e.g., Corporation] with its principal place of business at [Client Business Address] ("Client"), and
• [Contractor Legal Name], a [Contractor Entity Type, e.g., Sole Proprietorship] with its principal place of business at [Contractor Business Address] ("Contractor").

Client and Contractor agree as follows:

1. Scope of Services

• Option A: Contractor shall provide the following consulting services to Client: [Detailed description of consulting services]. Deliverables shall include [List of Deliverables].
• Option B: Contractor shall provide the consulting services as described in Exhibit A, attached hereto and incorporated by reference. Deliverables shall be as specified in Exhibit A.
• The performance standards for the services shall be [Specific performance standards]. Required documentation includes [List required documents]. Acceptable methodologies shall be [Accepted methodologies]. Timeline: [Timeline for project]. Milestones: [List milestones]. Reporting Interval: [How often to report].

2. Working Arrangement

• Option A: Services will be performed [Onsite at Client's location in Georgia]. Client shall provide Contractor with access to [Specific Facilities/Resources]. Communication expectations are [Frequency and method of communication]. Availability expectations are [Days and hours of availability]. Status updates are to be provided [Frequency and format of status updates].
• Option B: Services will be performed remotely. Communication expectations are [Frequency and method of communication]. Availability expectations are [Days and hours of availability]. Status updates are to be provided [Frequency and format of status updates].
• Option C: A hybrid model shall apply, with [Number] days per week onsite at [Client Location] and the remainder performed remotely. The onsite days are [Specific days].

3. Compensation

• Option A: Client shall pay Contractor at an hourly rate of [Hourly Rate] for all hours worked.
• Option B: Client shall pay Contractor a fixed fee of [Project Fee] for the completion of the project.
• Option C: Client shall pay Contractor a retainer of [Retainer Amount] per [Month/Quarter].
• Invoicing Process: Contractor shall submit invoices [Invoice Frequency, e.g., monthly] to [Client Contact Person]. Payment Schedule: Client shall pay invoices within [Number] days of receipt. Late Payment Fees: Late payments shall accrue interest at a rate of [Interest Rate]% per month, or the maximum rate allowed by Georgia law, whichever is less.
• Business Expenses: Client will reimburse Contractor for pre-approved reasonable business expenses. All expenses require substantiating documentation. Pre-approval must be obtained from [Client Contact Person].

4. Work Product and Intellectual Property

• Option A: All deliverables created by Contractor under this Agreement shall be considered "works made for hire" under Georgia law and shall be the sole property of Client. Contractor assigns all copyrights and other intellectual property rights to Client.
• Option B: Contractor shall retain ownership of all pre-existing intellectual property. Any new intellectual property created specifically for the Client under this agreement shall be owned by the Client. Contractor grants to client a perpetual, irrevocable license to the use of Contractor's pre-existing IP that is incorporated into the deliverables.
• Upon termination of this Agreement, Contractor shall transfer all materials and data to Client and/or destroy all copies in Contractor's possession, as directed by Client.

5. Professional Conduct and Compliance

Contractor shall perform services in a professional manner and in compliance with all applicable Georgia statutes, local ordinances, and professional licensing rules. Including but not limited to O.C.G.A. Title 13 – Contracts, Title 10 – Commerce and Trade.

6. Confidentiality

• During and after the term of this Agreement, Contractor shall hold Client's Confidential Information in strict confidence. Confidential Information includes [Define confidential information]. Contractor shall return or destroy all confidential data upon termination of this Agreement.
• Data Security Measures: Contractor shall maintain reasonable data security measures to protect Client's Confidential Information, consistent with industry standards. Compliance with Georgia privacy requirements is required. Duration of confidentiality shall extend [Number] years after contract expiration.

7. Non-Solicitation and Non-Circumvention

• Option A: During the term of this Agreement and for a period of [Number] years thereafter, Contractor shall not solicit or attempt to solicit any employees or customers of Client within the state of Georgia.
• Option B: [No non-solicitation clause]
• Contractor shall not circumvent Client's business relationships with its suppliers or other business partners. This provision is intended to protect Client's legitimate business interests, consistent with Georgia law (O.C.G.A. § 13-8-50 et seq.).

8. Independent Contractor Status

Contractor is an independent contractor and not an employee or agent of Client. Contractor is responsible for their own income taxes, social security, unemployment taxes, workers’ compensation, health insurance, licenses, registrations, and compliance with all individual tax obligations. Contractor shall obtain and provide a Georgia state business license if required by locality or industry.

9. Insurance

• Option A: Contractor shall maintain professional liability insurance with minimum coverage limits of [Coverage Amount].
• Option B: Contractor shall maintain general liability insurance with minimum coverage limits of [Coverage Amount].
• Option C: Contractor shall maintain errors and omissions insurance with minimum coverage limits of [Coverage Amount].
• Contractor shall provide Client with certificates of insurance upon request. Contractor is responsible for payment of all premiums.

10. Liability and Indemnification

Contractor shall indemnify and hold Client harmless from any losses, damages, claims, or penalties arising out of Contractor's service delivery, professional negligence, or breach of this Agreement, subject to the limits in Georgia contract law.

11. Acceptance and Rejection of Deliverables

Client shall have [Number] days to review and accept or reject deliverables. Criteria for performance review are [List criteria]. The process for curing defects is [Describe process]. Remedies for persistent deficiencies are [List remedies].

12. Term and Termination

• The term of this Agreement shall commence on the Effective Date and continue for a period of [Number] [Months/Years], unless terminated earlier as provided herein.
• Client may terminate this Agreement with [Number] days written notice.
• Contractor may terminate this Agreement with [Number] days written notice.
• Upon termination, Client shall pay Contractor for all services performed up to the date of termination. Contractor shall return all Client property.

13. Dispute Resolution

Any disputes arising out of this Agreement shall be resolved through negotiation in good faith. If negotiation fails, the parties agree to mediate the dispute in [City, Georgia]. If mediation fails, the parties may submit the dispute to binding arbitration in [City, Georgia]. The venue for any legal proceedings shall be [County, Georgia].

14. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to natural disasters, civil disturbance, or government action specific to Georgia.

15. Choice of Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. The venue for any legal proceedings shall be [County, Georgia].

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. Waiver

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

18. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

19. Amendment

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

20. Business Registration & Taxes

Contractor is responsible for all applicable Georgia business registrations and sales/use tax collection duties, if applicable, including registration with the Georgia Department of Revenue.

21. Representations and Warranties

Contractor represents and warrants that they have the authority, licensing, and capacity to perform consulting work in Georgia and will comply with all applicable industry regulations or standards.

22. Background Checks & Certifications

[If applicable:] Contractor shall undergo a background check and provide proof of [Specific professional certifications or clearances].

23. Notices

All notices shall be in writing and delivered by mail, courier, or email to the addresses listed above.

24. Recordkeeping & Audit Rights

[If applicable:] Contractor shall maintain records of all services performed and expenses incurred, subject to audit by Client.

25. Governing Language & Counterparts

This Agreement is written in English. This Agreement may be executed in counterparts, including electronic signatures, each of which shall be deemed an original.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[Client Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title, if applicable]

Date: [Date]

[Contractor Legal Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title, if applicable]

Date: [Date]