Idaho consulting independent contractor agreement template

Idaho Consulting Independent Contractor Agreement

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

[Consultant Full Legal Name], with a business address at [Consultant Business Address], contact details at [Consultant Phone Number] and [Consultant Email Address], and Idaho Secretary of State registration number (if applicable) [Consultant Idaho Secretary of State Registration Number] (hereinafter "Consultant");

and

[Client Full Legal Name], with a business address at [Client Business Address], contact details at [Client Phone Number] and [Client Email Address], and Idaho Secretary of State registration number (if applicable) [Client Idaho Secretary of State Registration Number] (hereinafter "Client").

Scope of Consulting Services

The Consultant agrees to provide the following consulting services to the Client: [Detailed Description of Consulting Services], including but not limited to [List Specific Deliverables], within the following timelines and milestones: [Timelines and Milestones]. This work will be performed in the following phases: [Work Phases Description]. The Consultant will provide reports and updates to the Client according to the following protocols: [Reporting/Communication Protocols].

Option A: Specific deliverables include: [List of Specific Deliverables].

Option B: The Consultant will dedicate approximately [Number] hours per week to this project.

Option C: All deliverables must meet the specifications outlined in Appendix A, attached hereto.

Method of Service Delivery

The consulting services will be delivered using the following method:

• Option A: On-site at the Client's location at [Client Location].
• Option B: Remotely from the Consultant's location.
• Option C: A hybrid approach, with [Number] days per week on-site and [Number] days per week remotely.

The Consultant will use the following equipment and systems:

• Option A: Client-provided equipment and systems.
• Option B: Consultant's own equipment and systems.
• Option C: A combination of Client and Consultant provided equipment and systems, as specified in Appendix B.

The Consultant agrees to comply with all applicable workplace requirements and safety practices while on Client premises.

Fee Structure and Payment

The Client shall pay the Consultant for the services rendered as follows:

• Option A: An hourly rate of [Hourly Rate] per hour.
• Option B: A daily rate of [Daily Rate] per day.
• Option C: A fixed project fee of [Fixed Project Fee] for the entire project.
• Option D: A retainer of [Retainer Amount] per [Time Period, e.g., month], plus [Additional Fees, if any].
• Option E: A success-based fee as detailed in Appendix C.

Idaho sales tax:

• Option A: Idaho sales tax is applicable and will be added to each invoice.
• Option B: Idaho sales tax is not applicable because [Reason for Exemption].

Payment intervals: Payments will be made [Payment Interval, e.g., bi-weekly, monthly] upon receipt of an invoice from the Consultant. Invoices must include [Required Invoicing Details].

Reimbursable expenses: The Client will reimburse the Consultant for pre-approved expenses, including [List of Reimbursable Expenses]. Pre-approval is required for all expenses exceeding [Dollar Amount].

Late payment: Late payments will be subject to a penalty of [Percentage] per month, or the maximum rate allowed under Idaho law.

Ownership of Work Product and Intellectual Property

The ownership of all work product, including written reports, analyses, software, process documentation, and recommendations, developed by the Consultant shall be:

• Option A: The sole property of the Client.
• Option B: Jointly owned by the Client and the Consultant.
• Option C: The Consultant retains ownership, but grants the Client a perpetual, irrevocable, non-exclusive license to use the work product.

The Consultant may retain copies of the work product for portfolio purposes, subject to the Client's prior written approval.

Non-Disclosure, Confidentiality, and Privacy

The Consultant agrees to hold all Client business information, data, trade secrets, and sensitive information in strict confidence and shall not disclose such information to any third party without the Client's prior written consent.

The Consultant acknowledges that the Client may be subject to industry-specific confidentiality requirements under Idaho or federal law, including [List of Applicable Laws, e.g., HIPAA, GLBA], and agrees to comply with all such requirements. The Consultant will adhere to the following data security standards: [Description of Data Security Standards].

Independent Contractor Status

It is expressly understood and agreed that the Consultant is an independent contractor and not an employee or legal agent of the Client under Idaho law.

The Consultant is solely responsible for the payment of all self-employment tax, local Idaho sales or business taxes, and for filing all necessary tax returns with the Idaho State Tax Commission.

The Consultant is responsible for obtaining all necessary business permits or licenses required to operate their consulting business in Idaho.

The Consultant has no authority to represent or bind the Client in any manner. The Consultant is not eligible for any employee benefits, including unemployment, workers' compensation, or insurance.

The Consultant shall indemnify the Client from any claims by the Idaho Department of Labor or other agencies regarding misclassification of the Consultant as an employee.

Liability and Indemnification

The Consultant is responsible for any professional errors/omissions, delays, substandard performance, or confidentiality breaches caused by the Consultant.

The Consultant shall indemnify and hold the Client harmless from any and all third-party claims arising out of the Consultant's performance under this Agreement.

The Client is responsible for providing the Consultant with timely information, access, and approvals necessary for the Consultant to perform the services.

Insurance

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

Option A: The Client shall be named as an additional insured on the Consultant's professional liability insurance policy.

Option B: The Consultant shall provide proof of insurance to the Client upon request.

Term and Termination

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

Option A: This Agreement shall automatically renew for successive [Time Period, e.g., one-year] terms 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 convenience upon [Number] days' written notice to the other party.

Either party may terminate this Agreement for cause immediately upon written notice to the other party if the other party breaches this Agreement.

Upon termination, the Client shall pay the Consultant for all services rendered up to the date of termination. The Consultant shall deliver all materials and work product to the Client. The Consultant shall provide reasonable transition/exit assistance to the Client.

Competitive Restrictions

During the term of this Agreement and for a period of [Number] months following the termination of this Agreement, the Consultant shall not solicit the Client's customers or employees.

Option A: The Consultant shall not compete with the Client within a [Number] mile radius of the Client's principal place of business for a period of [Number] months following the termination of this Agreement, as allowed under Idaho law.

Option B: No non-compete obligations exist under this agreement.

Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved through negotiation in good faith.

If negotiation fails, the parties agree to attempt mediation in Idaho.

If mediation fails, the parties agree to submit the dispute to binding arbitration in Idaho.

The venue for any legal action arising out of this Agreement shall be an Idaho state court. This Agreement shall be governed by the laws of the State of Idaho, excluding its conflict of laws principles.

Option A: Both parties agree to waive their right to a jury trial.

Compliance with Laws

The Consultant shall comply with all applicable Idaho and federal laws, including but not limited to employment classification, tax compliance, privacy/data protection (including the Idaho Data Breach Statute), and any necessary business or professional licensing.

Assignment and Subcontracting

Option A: The Consultant may not assign its obligations under this Agreement without the Client's prior written consent.

Option B: The Consultant may subcontract portions of the consulting work, subject to the Client's prior written approval.

Representations and Warranties

Each party represents and warrants that it is duly authorized and able to enter into this Agreement.

Each party represents and warrants that all information provided to the other party is accurate to the best of their knowledge.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to earthquakes, fires, government orders, or other force majeure events specific to Idaho.

Notice

All notices required or permitted under this Agreement shall be in writing and shall be deemed to be effective upon delivery if delivered personally, by certified mail, or by electronic delivery to the addresses set forth above.

Entire Agreement and Amendment

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

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

Severability, Waiver, and Counterparts

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

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Signatures

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

[Consultant Full Legal Name]

By: [Consultant Signature]

Name: [Consultant Printed Name]

Title: [Consultant Title]

[Client Full Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

Option A: (Idaho Notary Acknowledgement for larger or public sector contracts - Consultant)

State of Idaho )

) ss.

County of [County Name] )

On this [Day] day of [Month], [Year], before me, the undersigned, a Notary Public in and for said State, personally appeared [Consultant Printed Name], known to me to be the person whose name is subscribed to the within instrument, and acknowledged to me that he/she executed the same.

Witness my hand and official seal.

[Notary Signature]

Notary Public for Idaho

Residing at: [City, Idaho]

My commission expires: [Date]

Option B: (Idaho Notary Acknowledgement for larger or public sector contracts - Client)

State of Idaho )

) ss.

County of [County Name] )

On this [Day] day of [Month], [Year], before me, the undersigned, a Notary Public in and for said State, personally appeared [Client Printed Name], known to me to be the person whose name is subscribed to the within instrument, and acknowledged to me that he/she executed the same.

Witness my hand and official seal.

[Notary Signature]

Notary Public for Idaho

Residing at: [City, Idaho]

My commission expires: [Date]