Illinois consulting independent contractor agreement template

Illinois Consulting Independent Contractor Agreement

This Illinois Consulting Independent Contractor Agreement (the "Agreement") is made and entered into as of this [Date], by and between [Client Name], a [Client Entity Type] with its principal place of business at [Client Address] ("Client"), and [Contractor Name], a [Contractor Entity Type] with its principal place of business at [Contractor Address] ("Contractor").

1. Description of Services

Option A: Contractor shall provide the following consulting services to Client: [Detailed Description of Services, including Project Scope and Objectives].

Option B: Contractor shall perform the consulting services as described in Exhibit A attached hereto and incorporated herein.

Work Product Deliverables:

Contractor shall provide the following deliverables: [List of Deliverables, e.g., Written Reports, Presentations].

All work product shall meet the standards outlined in Exhibit B.

2. Work Location and Requirements

Option A: Services shall be performed remotely.

Option B: Services shall be performed at Client's facility located at [Client Facility Address]. Contractor will be required to be on-site [Number] days per week/month.

Travel:

Option A: Contractor is not required to travel.

Option B: Contractor may be required to travel within Illinois. Client will reimburse for reasonable travel expenses in accordance with Client's travel policy.

Contractor acknowledges that travel reimbursement will be paid upon submission of receipts and in accordance with Client's T&E policies.

Background Check: Contractor acknowledges that they [will/will not] be subject to a background check as a condition of providing service.

3. Compensation and Payment

Option A: Hourly Rate: Contractor shall be compensated at a rate of [Dollar Amount] per hour.

Option B: Project Fee: Contractor shall be compensated a fixed fee of [Dollar Amount] for the entire project.

Option C: Retainer: Client shall pay Contractor a retainer fee of [Dollar Amount] per month.

Invoicing and Payment Schedule:

Contractor shall submit invoices to Client on a [Frequency, e.g., monthly] basis.

Client shall pay invoices within [Number] days of receipt (Net [Number]).

Late Payment Penalty: Payments not received within [Number] days will accrue interest at a rate of [Percentage] per month, or the maximum rate allowed by Illinois law, whichever is less.

Taxes: Contractor is responsible for all applicable federal, Illinois state, and local taxes, including but not limited to Illinois income tax. Client will issue a 1099-NEC form to Contractor.

4. Independent Contractor Status

Contractor is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Contractor is responsible for all self-employment taxes, insurance, and other benefits. Contractor is responsible for all federal, Illinois state, and local taxes and will indemnify Client from any employment-related claims.

ABC Test:

Contractor is free from the direction or control over the performance of the services, both under the contract for the performance of service and in fact.

The service performed by the individual is outside the usual course of business for which the service is performed, or that the service is performed outside of all the places of business of the enterprise for which the service is performed.

Contractor is engaged in an independently established trade, occupation, profession or business.

Contractor acknowledges their obligations under the Illinois Wage Payment and Collection Act.

5. Business Registrations and Licenses

Contractor is responsible for maintaining all required business registrations, professional licenses, and regulatory permits required to perform the services in Illinois. [Specific Licenses or Permits, if applicable].

6. Ownership and Intellectual Property

Option A: Work Made for Hire: All work product created by Contractor under this Agreement shall be deemed "work made for hire" and shall be owned exclusively by Client.

Option B: License: Contractor grants Client a [Type of License, e.g., perpetual, irrevocable, non-exclusive] license to use the work product.

Confidentiality: Contractor shall protect Client's proprietary and confidential information.

7. Limitations of Authority

Contractor has no authority to bind Client to any agreement, contract, or obligation, or to incur any liability on behalf of Client.

8. Confidentiality

Contractor agrees to hold Client's confidential information in strict confidence and not disclose it to any third party. This includes information covered under the Illinois Uniform Trade Secrets Act. Contractor will comply with Illinois Data Security Law regarding data handling, retention, destruction, and breach notification.

9. Non-Solicitation/Non-Compete (If Applicable)

Option A: Non-Solicitation: For a period of [Number] months following termination of this Agreement, Contractor shall not solicit Client's employees or customers.

Option B: Non-Compete: For a period of [Number] months following termination of this Agreement, Contractor shall not engage in a business that competes with Client within [Geographic Area]. (This clause must comply with the Illinois Freedom to Work Act and must be reasonable in duration, geography and scope).

10. Liability and Indemnification

Contractor shall indemnify and hold Client harmless from any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to Contractor's performance of services under this Agreement, including but not limited to professional negligence or breach of contract.

Insurance:

Contractor shall maintain [Type of Insurance, e.g., Professional Liability (E&O), General Liability] insurance with limits of at least [Dollar Amount]. Contractor shall provide Client with evidence of insurance coverage.

11. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved through negotiation, then mediation, and then [Arbitration/Litigation]. This Agreement shall be governed by the laws of the State of Illinois. The exclusive jurisdiction and venue for any legal action shall be in [County Name] County, Illinois.

12. Term and Termination

This Agreement shall commence on [Start Date] and shall continue until [End Date] or until terminated as provided herein.

Termination:

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

Option B: Client may terminate this Agreement immediately for cause.

Option C: Either party may terminate this agreement for any reason with 30 days written notice

Upon termination, Contractor shall return all Client materials and confidential information.

13. Record Retention and Audit

Contractor shall maintain records of services performed for audit purposes. Client shall have the right to access such records. Contractor shall comply with Illinois record-retention statutes.

14. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, strikes, or other events recognized under Illinois law.

15. Modifications

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

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. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

18. Compliance with Laws

Contractor shall comply with all applicable federal, state, and local laws and regulations, including but not limited to anti-discrimination, harassment, accessibility, and workplace safety regulations.

19. Electronic Signatures

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. Electronic signatures shall be valid and enforceable under the Illinois Electronic Commerce Security Act.

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]