Kentucky consulting independent contractor agreement template

Kentucky Consulting Independent Contractor Agreement

This Kentucky Consulting Independent Contractor Agreement is made and entered into as of this [Date] by and between:

• [Client Full Legal Name], with a business address at [Client Business Address], phone number [Client Phone Number], and email address [Client Email] ("Client"), and
• [Consultant Full Legal Name], with a business address at [Consultant Business Address], phone number [Consultant Phone Number], and email address [Consultant Email] ("Consultant").

Scope of Services

• Option A: The Consultant shall provide the following consulting services to the Client: [Detailed Description of Consulting Services, including tasks, research, analysis, recommendations, implementation guidance].
• Option B: The Consultant shall perform the services outlined in Exhibit A, attached hereto and incorporated herein by reference.
• Tasks:
  • [List of tasks for each milestone]
• Timelines:
  • [Start date and end date]
  • [Project Phases and their respective timelines]
• Deliverables:
  • [Formats of deliverables (reports, presentations, code, etc.)]
  • [Standards of performance for deliverables]
• Reporting:
  • [Frequency and format of status updates]
  • [Frequency of progress meetings]

Work Location

• Option A: The Consultant shall perform the services primarily:
  • On-site at the Client's premises located in Kentucky at [Client Location Address].
  • Remotely.
  • A hybrid of on-site and remote work, as mutually agreed upon.
• Option B: The work location shall be determined on a project-by-project basis and communicated to the Consultant in writing.
• Access to Client Premises:
  • [Details regarding access to Client premises, security clearance procedures]
• Remote System Protocols:
  • [Protocols for accessing Client’s remote systems]
• Travel:
  • [Details on required travel and reimbursement rates, consistent with Kentucky business practices]

Compensation

• Option A: The Client shall pay the Consultant at an hourly rate of [Hourly Rate] per hour.
• Option B: The Client shall pay the Consultant a fixed fee of [Fixed Fee] for the completion of the services described in Section 1.
• Option C: The Client shall pay the Consultant a retainer fee of [Retainer Fee] per [Time Period (e.g., month)].
• Payment Schedule:
  • [Detailed payment schedule, including invoicing frequency and due dates]
• Invoicing:
  • [Requirements for invoice format and submission]
• Kentucky Sales/Use Tax:
  • [Specify whether sales or use tax is applicable, per Kentucky law]
• Expenses:
  • [List of allowable expenses for reimbursement, with documentation standards]
• Late Payment:
  • [Late payment terms, including any applicable interest charges, compliant with Kentucky law]

Independent Contractor Status

• The Consultant is an independent contractor and not an employee, partner, or agent of the Client.
• Authority:
  • The Consultant has no authority to bind the Client in any contract or agreement unless expressly authorized in writing.
• Taxes and Insurance:
  • The Client will not withhold any Kentucky or federal payroll taxes, Social Security, or unemployment insurance from payments to the Consultant.
  • The Consultant is responsible for all self-employment taxes, registration for Kentucky business licenses, and maintaining adequate liability insurance.

Intellectual Property

• Option A: All deliverables and work product created by the Consultant under this Agreement shall be owned by the Client.
• Option B: Consultant retains ownership of pre-existing materials, but grants Client a license to use such materials.
• Client Data:
  • [Terms governing the treatment of client data and confidential information]
• Confidentiality:
  • [Confidentiality obligations under Kentucky Uniform Trade Secrets Act, including survival period post-termination]

Non-Solicitation/Non-Compete

• Option A: The Consultant agrees not to solicit the Client's employees or customers for a period of [Number] months following termination of this Agreement.
• Option B: The Consultant agrees not to compete with the Client within [Geographic Area, enforceable under Kentucky law] for a period of [Number] months following termination of this Agreement, to the extent enforceable under Kentucky law.
• Industry Rules:
  • [Specify any applicable industry rules or licensing restrictions]

No Authority

• The Consultant has no authority to bind the Client contractually or represent the Client beyond the explicitly agreed authority outlined in this Agreement.

Amendments and Subcontracting

• Amendments:
  • This Agreement may be amended only by a written agreement signed by both parties.
• Subcontracting:
  • Option A: The Consultant may not subcontract any of the services under this Agreement without the Client's prior written consent.
  • Option B: The Consultant may subcontract [Specific Services] with prior written consent from the client.
  • [Terms governing subcontractor oversight, as per Kentucky regulations]

Default, Breach, and Remedies

• Default:
  • [Define criteria for default by either party]
• Cure Period:
  • [Provide for a cure period for breaches]
• Damages:
  • [Specify damages for breach, including service failure, data breach, conflicts of interest]
• Indemnification:
  • [Indemnification provisions]
• Equitable Relief:
  • [Equitable relief provisions, where appropriate]

Termination

• Expiration:
  • This Agreement shall terminate upon completion of the services outlined in Section 1, or on [End Date], whichever occurs first.
• For-Cause:
  • Either party may terminate this Agreement for cause upon written notice to the other party.
• Without-Cause:
  • Option A: Either party may terminate this Agreement without cause upon [Number] days written notice to the other party.
  • Option B: The Client may terminate this agreement without cause, providing the consultant with compensation for all work completed up to the date of termination.
• Notice:
  • [Specify Kentucky-specific notice periods]
• Payment:
  • The Client shall pay the Consultant for all work performed up to the termination date.
• Return of Property:
  • The Consultant shall return all Client property upon termination.
• Delivery of Work:
  • The Consultant shall deliver all completed or in-progress work to the Client upon termination.

Governing Law and Dispute Resolution

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky.
• Venue: Any legal action arising out of this Agreement shall be brought in the state or federal courts located in [County Name] County, Kentucky.
• Dispute Resolution:
  • The parties agree to first attempt to resolve any disputes through informal negotiation. If negotiation fails, the parties agree to attempt mediation or arbitration in Kentucky.

Compliance with Laws

• The Consultant shall comply with all applicable Kentucky laws and industry regulations, including data privacy, competition law, and ethics codes.

Professional Credentials

• The Consultant shall maintain all required professional credentials and certifications relevant to the consulting services provided, as may be regulated by Kentucky laws and regulations. [Specify which credentials are required]

Force Majeure

• Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent that such failure is caused by a force majeure event, as defined under Kentucky contract doctrine.

Miscellaneous

• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

Tax and Business Registration Requirements

• Both parties acknowledge the requirement to comply with all federal, state, and local tax and business registration requirements, including Kentucky-specific regulations.

Record Retention

• Consultant shall retain business records in accordance with Kentucky statutes.

IN WITNESS WHEREOF, the parties have executed this Kentucky Consulting Independent Contractor Agreement as of the date first written above. ____________________________ [Client Full Legal Name] ____________________________ [Consultant Full Legal Name]