Louisiana consulting independent contractor agreement template

Louisiana Consulting Independent Contractor Agreement

This Louisiana Consulting Independent Contractor Agreement (the "Agreement") is made and effective as of [Date], by and between [Client Legal Name], located at [Client Address] ("Client"), and [Contractor Legal Name], located at [Contractor Address] ("Contractor").

1. Services

The Contractor agrees to provide the following consulting services to the Client: [Detailed Description of Consulting Services, including deliverables, milestones, and reporting schedule. Be specific about business strategy, management advice, process improvement, or regulatory compliance consultation].

Option A: The Contractor will perform the services personally.

Option B: The Contractor may utilize subcontractors, subject to Client’s written approval.

2. Term and Location

This Agreement shall commence on [Start Date] and shall continue until [End Date] or until the completion of the services, whichever occurs first.

Option A: The services will be performed remotely.

Option B: The services will be performed at the Client’s premises located at [Client Address].

Option C: The services will be performed at [Specific Location within Louisiana].

The Contractor [Shall/Shall Not] be required to travel. If travel is required, the locations are [List Locations].

3. Compensation

The Client shall compensate the Contractor as follows:

Option A: Fixed Fee: A fixed fee of [Dollar Amount] payable as follows: [Payment Schedule].

Option B: Hourly Rate: At an hourly rate of [Dollar Amount], for a maximum of [Number] hours per week. Invoices shall be submitted [Weekly/Bi-Weekly/Monthly].

Option C: Milestone-Based: [Detailed description of milestones and payments tied to each milestone].

The Contractor is responsible for all federal and Louisiana state tax liabilities, including, but not limited to, state income tax, self-employment tax, and sales/use tax if applicable. Late payment penalties will be [Percentage]% per month on outstanding invoices.

4. Independent Contractor Status

The parties agree that the Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of the Client. The Client will not provide benefits, including health insurance or paid time off. The Client will not withhold taxes from the Contractor's compensation. The Contractor is solely responsible for obtaining workers' compensation insurance, general liability insurance, and professional liability coverage (if applicable). The Contractor shall comply with all state and local licensing or business registration requirements.

5. Confidentiality

The Contractor acknowledges that during the term of this Agreement, they may have access to confidential information of the Client. The Contractor agrees to hold all such information in confidence and not to disclose it to any third party. This obligation shall survive the termination of this Agreement. This obligation is governed by Louisiana Civil Code Articles relating to confidentiality and trade secrets. Specifically, [List specific data, information, or processes deemed confidential].

6. Intellectual Property

All intellectual property rights in the work product created by the Contractor in connection with this Agreement shall be owned as follows:

Option A: By the Client.

Option B: By the Contractor, with a perpetual, non-exclusive license granted to the Client.

Option C: [Specify specific terms of IP ownership or licensing].

7. Indemnification and Limitation of Liability

The Contractor shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with the Contractor’s performance of this Agreement, except to the extent caused by the Client’s gross negligence or willful misconduct. The Client's liability shall be limited to the amount of compensation paid to the Contractor under this Agreement. The Contractor will not be liable for delays or failures in performance resulting from acts of God, including hurricanes and other natural disasters common to Louisiana.

8. Non-Solicitation and Non-Competition

The Contractor agrees that during the term of this Agreement and for a period of [Number] months after termination, the Contractor shall not solicit the Client’s employees or customers within [Specific Geographic Area, restricted to parishes, as per Louisiana Revised Statutes §23:921].

Option A: This provision applies to [Specific type of client or employee].

Option B: This provision does not apply.

9. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

Step 1: Negotiation. The parties shall first attempt to resolve the dispute through good faith negotiation.

Step 2: Mediation. If negotiation fails, the parties shall submit the dispute to mediation in [City, Louisiana].

Step 3: Arbitration. If mediation fails, the dispute shall be resolved by binding arbitration in accordance with the rules of the American Arbitration Association.

The venue for any legal action shall be [Parish, Louisiana]. Louisiana law, including the Louisiana Civil Code, shall govern this Agreement. [Optional: Jury trial waiver]

10. Termination

This Agreement may be terminated as follows:

Option A: By either party upon [Number] days written notice.

Option B: By the Client immediately for cause, including breach of this Agreement or illegal activity by the Contractor.

Option C: Upon the completion of the services.

Upon termination, the Contractor shall return all Client property and data. The Client shall pay the Contractor for all services performed up to the date of termination.

11. Representations and Warranties

The Contractor represents and warrants that they will perform the services in a professional and workmanlike manner, in compliance with all applicable Louisiana laws and regulations, and in accordance with industry standards. The Contractor has all required business licenses and permits, including [List Specific Licenses/Permits]. If the engagement is with public entities, Contractor will abide by the Louisiana Public Bid Law, ethics, and conflict-of-interest statutes.

12. Data Protection

The Contractor shall comply with Louisiana’s Database Security Breach Notification Law in handling client data. In the event of a data breach, the Contractor will notify the Client immediately.

13. Assignment and Subcontracting

The Contractor shall not assign this Agreement or subcontract any of the services without the Client’s prior written consent.

14. Entire Agreement

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

15. Amendments

Any amendment to this Agreement must be in writing and 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. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

18. Counterparts

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.

19. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, or sent by overnight courier to the addresses set forth above.

Client Notice Address: [Client Notice Address]

Contractor Notice Address: [Contractor Notice Address]

20. Client Cooperation

The Client shall provide the Contractor with timely access to all information and personnel necessary for the Contractor to perform the services.

21. Contractor Duty to Inform

The Contractor shall promptly inform the Client of any material issues that may affect the successful completion of the consulting engagement.

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

[Client Legal Name]

By: [Client Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title]