Hawaii consulting independent contractor agreement template

Hawaii Consulting Independent Contractor Agreement

This Hawaii Consulting Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date], by and between [Client Full Legal Name], a [Client Business Structure, e.g., Hawaii Corporation], with its principal place of business at [Client Address], Hawaii, [Client Zip Code], and Hawaii Business Registration Number (if applicable) [Client Hawaii Business Registration Number] (the “Client”), and [Contractor Full Legal Name], residing at [Contractor Address], Hawaii, [Contractor Zip Code], and Hawaii Tax Identification Number [Contractor Hawaii Tax ID] (the “Consultant”).

Services

Option A: The Consultant will provide the following consulting services to the Client: [Detailed Description of Consulting Services], including, but not limited to [List of Specific Deliverables]. This includes [Specific goals and objectives], [Measurable Outcomes], [Expected Methodology], and the following timeline for each milestone/phase: [Timeline for milestones/phases].

Option B: The Consultant will provide consulting services as described in Schedule A, attached hereto and incorporated herein.

Service Location

Option A: The consulting services will be performed primarily at the Client's premises located at [Client Address], Hawaii, [Client Zip Code]. This includes [Requirements for in-person meetings], [Requirements for site visits], and adherence to [Local business hours].

Option B: The consulting services will be performed remotely. The Consultant will be available during [Specify Availability and time zone] for communication and collaboration.

Option C: The consulting services will be performed both on-site at the Client's premises and remotely, as reasonably required by the Client.

Fees and Payment

Option A: The Client will pay the Consultant an hourly rate of [Dollar Amount] per hour for services rendered.

Option B: The Client will pay the Consultant a project-based fee of [Dollar Amount] for the completion of the services described in Section 1 (or Schedule A).

Option C: The Client will pay the Consultant a retainer fee of [Dollar Amount] per [Time Period, e.g., month], plus an hourly rate of [Dollar Amount] for services exceeding [Number] hours per [Time Period, e.g., month].

The Consultant shall submit invoices to the Client [Invoice Schedule, e.g., monthly]. Payment is due within [Number] days of the invoice date.

Reimbursement: The Client will reimburse the Consultant for reasonable pre-approved expenses, including [Local Travel expenses], [Per Diem expenses], [Lodging expenses], and [Material expenses]. Per Diem expenses will follow Hawaii standards.

Hawaii General Excise Tax (GET): Consultant is responsible for paying GET. The Consultant's GET license number is [Consultant GET License Number]. Compensation does/does not (choose one) include GET. If included, the amount of GET is [GET Amount or Percentage].

Late Payment: Late payments will accrue interest at a rate of [Percentage]% per month, or the maximum rate permitted by Hawaii Revised Statutes.

Independent Contractor Relationship

It is the express intention of the parties that the Consultant is an independent contractor and not an employee, agent, joint venturer, or partner of the Client.

The Consultant will not be entitled to any employee benefits from the Client.

The Consultant is solely responsible for all applicable federal, state (including Hawaii GET and state income tax), and local taxes, insurance (including worker's compensation if required and business liability), and all statutory and regulatory filings.

The Client will not withhold any taxes from payments made to the Consultant.

Deliverables and Intellectual Property

Option A: All deliverables created by the Consultant in connection with this Agreement shall be owned by the Client and considered "works made for hire" under Hawaii law.

Option B: The Consultant retains ownership of all pre-existing intellectual property. The Client is granted a non-exclusive, royalty-free license to use such intellectual property in connection with the deliverables.

Option C: The Consultant retains ownership of all deliverables until final payment has been received.

For any proprietary tools or methods used by the consultant, the following licensing or usage rights apply: [Specify licensing rights].

Confidentiality and Data Privacy

The Consultant agrees to hold all Client confidential information in strict confidence. "Confidential Information" includes, but is not limited to, [List of examples of confidential information].

The Consultant will comply with all applicable Hawaii privacy laws, including those relating to the protection of personal data of Hawaii residents.

Data Retention and Destruction: Upon termination of this Agreement, the Consultant will [Specify Data retention and destruction protocols].

Exclusivity/Non-Competition

Option A: During the term of this Agreement, the Consultant will not provide similar services to any competitor of the Client within [Geographic Area] and within the [Industry Sector]. This restriction is subject to Hawaii law regarding restraint of trade.

Option B: The Consultant is free to provide services to other clients, provided that such services do not conflict with the Consultant's obligations under this Agreement.

Option C: No exclusivity or non-competition restrictions apply to this Agreement.

Subcontractors/Assistants

Option A: The Consultant may utilize subcontractors or assistants to perform services under this Agreement. The Consultant is responsible for ensuring that all subcontractors comply with the terms of this Agreement and with all applicable Hawaii laws, including Hawaii contractor licensing where required. The consultant must notify the client of any subcontractors used.

Option B: The Consultant shall not use any subcontractors or assistants without the prior written consent of the Client.

Background checks may be required for subcontractors or assistants if they will be accessing sensitive sites. [Specify what would be classified as a sensitive site.]

Compliance with Laws

The Consultant will comply with all applicable federal, Hawaii state, and county laws and regulations, including, but not limited to, professional licensing requirements, Department of Commerce and Consumer Affairs requirements, Department of Taxation registration, local permits, anti-corruption laws, and data protection laws.

Conflict of Interest: If consulting for a government entity, the Consultant must disclose any potential conflicts of interest under the Hawaii Ethics Code. [Reference any relevant Hawaii statutes or regulations].

Term and Termination

The initial term of this Agreement shall be [Number] months, commencing on [Start Date].

Option A: This Agreement will automatically renew for successive [Number] month terms unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.

Option B: This agreement will not automatically renew.

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

The Client may terminate this Agreement immediately if the Consultant breaches this Agreement, fails to perform the services adequately, or engages in conduct that violates Hawaii law.

Upon termination, the Consultant will return all Client property and deliver all work product to the Client. Post-termination obligations regarding data and confidentiality remain in effect.

Financial settlement procedures upon termination will be as follows: [Specify how payments will be handled upon termination].

Liability, Indemnity, and Insurance

The Consultant's liability for direct damages shall be limited to [Dollar Amount]. The Consultant shall not be liable for indirect or consequential damages.

The Consultant shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to the Consultant's performance of services under this Agreement.

The Consultant shall maintain professional indemnity insurance with a minimum coverage of [Dollar Amount].

Records Retention, Inspection, and Audit

The Consultant will maintain accurate and complete records relating to the services performed under this Agreement, in compliance with Hawaii tax law.

The Consultant will retain such records for a period of [Number] years.

The Client shall have the right to inspect and audit such records upon reasonable notice.

Conflict Resolution

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

If negotiation fails, the parties agree to submit the dispute to mediation in Hawaii.

If mediation fails, the parties agree to submit the dispute to arbitration in Hawaii pursuant to local arbitration rules.

This Agreement shall be governed by and construed in accordance with the laws of the State of Hawaii.

The state and federal courts located in Hawaii shall have exclusive jurisdiction over any disputes arising out of or relating to this Agreement.

Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including, but not limited to, acts of God, natural disasters (including hurricanes and volcanic activity), major state infrastructure disruptions, and government emergencies.

The affected party will notify the other party of the force majeure event and the expected duration.

Performance of obligations will be suspended during the force majeure event.

Insurance

The Consultant shall maintain the following insurance coverage: [Minimum Liability Coverage Amount] in liability insurance, [Professional Indemnity Coverage Amount] in professional indemnity insurance, and worker's compensation insurance if required by Hawaii law.

Assignment, Delegation, and Subcontracting

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

The use of out-of-state subcontractors is subject to Hawaii licensing requirements.

Entire Agreement, Amendment, and Severability

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.

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

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

Schedules

Schedule A: Statement of Work

Schedule B: Fee Schedule

Schedule C: Hawaii GET Guidance

Schedule D: Non-Disclosure Agreement

Optional Clauses:

Key Person: If [Name of Consultant] is unable to perform the services under this agreement, the client can terminate with [Number] days notice.

Ongoing Support: Consultant will provide support for [Number] months after the completion of the project.

Reporting: Consultant will report to the client on [Reporting Frequency].

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]

[Consultant Full Legal Name]

By: [Consultant Signature]

Name: [Consultant Printed Name]