Indiana consulting independent contractor agreement template

Indiana Consulting Independent Contractor Agreement

Effective Date: [Date]

This Indiana Consulting Independent Contractor Agreement (the "Agreement") is made and entered into as of the Effective Date, by and between:

• [Client Name], a [Client Legal Status, e.g., Indiana Corporation], with its principal place of business at [Client Address] ("Client"); and
• [Contractor Name], a [Contractor Legal Status, e.g., Sole Proprietorship, LLC], with its principal place of business at [Contractor Address] ("Contractor").

1. Scope of Services

• The Contractor agrees to provide the following consulting services to the Client (the "Services"): [Detailed Description of Services. Include deliverables, expected outcomes, methodologies, project milestones, deadlines, progress reporting frequency, and required client inputs or resources.]
• Option A: The Services shall be performed according to the following schedule: [Detailed Schedule]
• Option B: The Services shall be performed on an as-needed basis, as requested by the Client and agreed upon by the Contractor.

2. Location of Services

• The Services shall be performed: [Specify Location: On-site at Client's location in Indiana, Remote, or Hybrid. Include any travel requirements, materials, equipment or use of client systems.]
• Option A: If travel is required, the Contractor shall be reimbursed for reasonable travel expenses in accordance with the Client's travel policy.
• Option B: The Contractor is responsible for all costs associated with performing the Services, including but not limited to travel, materials, and equipment.

3. Compensation

• In consideration for the Services, the Client shall pay the Contractor as follows: [Specify Compensation Structure: Fixed Fee, Hourly, Retainer, Project-Based, or Hybrid. Include detailed payment schedule, invoicing method, Indiana sales and use tax treatment (if applicable), withholding and self-employment tax responsibilities, late payment penalties, and acceptance/rejection process for invoiced work.]
• Option A: Fixed Fee: \$[Amount] for the entire project, payable according to the following schedule: [Payment Schedule]
• Option B: Hourly Rate: \$[Amount] per hour, payable upon submission of invoices detailing the hours worked.

4. Independent Contractor Status

The Contractor is an independent contractor and not an employee, partner, or joint venturer of the Client. The Contractor shall be solely responsible for all state and federal taxes, including self-employment taxes, and for securing any necessary licenses, registrations, and business insurance as required under Indiana law. The Contractor is not entitled to any employee benefits from the Client.

5. Confidentiality

The Contractor agrees to hold all Client information, project data, and business strategies in strict confidence and not disclose such information to any third party. This obligation extends to information protected under Indiana's Uniform Trade Secrets Act.

6. Intellectual Property

All deliverables created by the Contractor under this Agreement shall be the property of the Client. The Contractor retains ownership of any pre-existing materials. The ownership of jointly created work product will be handled as follows: [Describe how ownership of jointly-created work will be handled.]

• Option A: The Contractor grants the Client a perpetual, non-exclusive license to use any of the Contractor's know-how or reusable materials incorporated into the deliverables.
• Option B: The Contractor retains all rights to their know-how and reusable materials.

7. Non-Solicitation/Non-Compete

During the term of this Agreement and for a period of [Number] months following its termination, the Contractor shall not solicit, directly or indirectly, any employees or clients of the Client within [Geographic Area], in accordance with Indiana law regarding reasonableness and enforceability. This non-solicitation/non-compete includes the following exceptions: [List exceptions tailored to consulting arrangements].

8. Subcontracting

The Contractor shall not subcontract any of the Services without the prior written consent of the Client. Any subcontractors must comply with the confidentiality and IP obligations of this Agreement.

9. Insurance

The Contractor shall maintain professional liability insurance with a minimum coverage of \$[Amount]. Proof of insurance shall be provided to the Client prior to commencing work.

10. Dispute Resolution

The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation. If negotiation fails, the parties may pursue mediation. If mediation is unsuccessful, the parties agree to binding arbitration in [City, Indiana] under the laws of Indiana. The parties expressly waive their right to a jury trial.

11. Termination

The Client may terminate this Agreement for cause upon written notice to the Contractor. The Contractor may terminate this Agreement for cause upon written notice to the Client. Either party may terminate this agreement at-will with [Number] days written notice.

• Upon termination, the Contractor shall be paid for work completed up to the date of termination. The Contractor shall promptly return all Client property and confidential information. All post-termination obligations regarding confidentiality and non-solicitation remain in effect. The Contractor will provide a transition and deliverable handover plan within [Number] days of notification of termination.

12. Performance Standards and Remedies

If the Contractor's performance is unsatisfactory, the Client may require defect correction, fee reduction, or seek damages for missed milestones or breach of contract, in accordance with Indiana contract law.

• Option A: Liquidated damages for missed milestones will be \$[Amount] per [Time Period].

13. Representations and Warranties

Both parties represent and warrant that they have the authority to enter into this Agreement. The Contractor warrants that they possess all required Indiana business permits. The Client warrants that they have the right to engage the Contractor and provide access to necessary materials.

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, terrorism, or government regulation, consistent with Indiana law. Notification of a force majeure event must be given within [Number] days. Work will be suspended until the event concludes, or the contract may be adjusted by mutual agreement.

15. Entire Agreement, Amendment, and Assignment

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written. This Agreement may only be amended by a written instrument signed by both parties. The Contractor shall not assign this Agreement without the prior written consent of the Client.

16. Compliance with Laws

The Contractor shall comply with all applicable Indiana and federal laws and local ordinances, including professional licensing, registration, and regulatory obligations.

17. Record Keeping and Audit Rights

The Contractor shall maintain accurate records of all Services performed and expenses incurred. The Client shall have the right to audit such records upon reasonable notice, especially in public or regulated contracts. Records will be kept for a period of [Number] years.

18. Deliverable Acceptance

The Client shall have [Number] days to review and accept or reject deliverables. If rejected, the Contractor shall have [Number] days to correct the deficiencies.

19. Anti-Bribery and Conflict of Interest

The Contractor shall comply with all applicable anti-bribery and conflict of interest laws, especially if providing consulting services to Indiana public agencies.

20. Government Contracting (If Applicable)

If this Agreement involves consulting services for an Indiana government or quasi-governmental client, the parties shall comply with all applicable Indiana public works, government contracting, and data privacy rules.

21. Notice

All notices under this Agreement shall be in writing and delivered by [Method of Delivery: e.g., certified mail, email] to the addresses set forth above. Change requests for project scope must be submitted in writing and approved by both parties. Electronic signatures shall be valid under Indiana’s Uniform Electronic Transactions Act.

22. Miscellaneous

The Contractor acknowledges that this agreement is designed to comply with the Indiana Department of Revenue contractor classification guidelines.

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

[Client Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Contractor Name]

By: [Contractor Name]

Title: [Contractor Title, if applicable]