Michigan consulting independent contractor agreement template

Michigan Consulting Independent Contractor Agreement

This Consulting Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Effective Date] by and between [Client Legal Name], a [Client Business Entity Type, e.g., Michigan LLC] with its principal place of business at [Client Address] (“Client”), and [Consultant Legal Name], a [Consultant Business Entity Type, e.g., Michigan Sole Proprietorship, Michigan LLC] with its principal place of business at [Consultant Address] (“Consultant”).

Scope of Services

• Option A: Consultant will provide the following consulting services to Client: [Detailed Description of Consulting Services, including business objectives, scope, and deliverables. Be specific regarding tasks, reports, and outcomes. Refer to Michigan industry standards if applicable.]
• Option B: Consultant will provide the consulting services as described in Exhibit A, attached hereto and incorporated by reference.
• Consultant will perform the services according to the following schedule: [Work Schedule, including milestones, deadlines, and expected completion dates].
• The consulting services will be performed:
  • On-site at [Client Location in Michigan or other specified location].
  • Remotely.
  • A combination of on-site and remote work as determined by [Client/Consultant/Mutually Agreed Upon].

Acceptance of Deliverables and Reporting

• Deliverables will be deemed accepted upon:
  • Written approval by [Client Name or Title] within [Number] days of delivery.
  • Automatic acceptance if no written rejection is received within [Number] days of delivery.
• Consultant will provide regular progress reports to Client:
  • Weekly.
  • Bi-weekly.
  • Monthly.
  • As otherwise agreed upon in writing.
  • The reports will be submitted to [Client Name/Title] via [Email/Method of Delivery].

Compensation

• Option A: Client will pay Consultant a fixed fee of [Dollar Amount] for the completion of the services described in Section 1.
  • The fixed fee will be paid as follows: [Payment Schedule, e.g., 50% upon signing, 50% upon completion].
• Option B: Client will pay Consultant an hourly rate of [Dollar Amount] per hour for services rendered.
  • Consultant will submit invoices to Client on a [Weekly/Bi-weekly/Monthly] basis.
  • Payment is due within [Number] days of invoice receipt.
• Option C: Client will pay Consultant a retainer fee of [Dollar Amount] per [Month/Quarter].
• Option D: Compensation will be based on the following success-based criteria: [Description of Success Metrics and Corresponding Payment Amounts].
• Reimbursement of Expenses:
  • Client will reimburse Consultant for reasonable and necessary expenses incurred in connection with the services, including [Specify Types of Reimbursable Expenses, e.g., travel, lodging, materials], pre-approved by Client in writing.
  • Reimbursement will be at rates consistent with State of Michigan travel guidelines, if applicable.
  • Consultant shall submit receipts for all expenses.
• Taxes: Consultant is solely responsible for all federal, state (including Michigan state and local taxes), and local taxes arising from payments made under this Agreement.

Independent Contractor Status

• Consultant is an independent contractor and not an employee, partner, or joint venturer of Client.
• Client will not be responsible for withholding or paying any taxes, social security, unemployment compensation, or worker’s compensation contributions on behalf of Consultant.
• Consultant is responsible for obtaining and maintaining all necessary insurance, including general liability and/or professional errors and omissions insurance (if applicable for Michigan consulting professionals).
• Consultant controls the manner and means of performing the services.
• Consultant is not required to work exclusively for Client.
• Consultant provides its own tools and equipment.
• Consultant sets its own work schedule.
• Consultant is free to offer services to other clients.
• Client acknowledges that it is not directing or controlling the details, manner, or means by which the Consultant performs the services.
• Indemnification: Consultant shall indemnify and hold harmless Client from any and all claims, liabilities, damages, losses, and expenses (including attorney's fees) arising from or relating to any determination by a governmental agency (including the Michigan Department of Treasury or the IRS) that Consultant is an employee of Client.

Intellectual Property

• Option A: All work product, reports, and other materials created by Consultant in connection with the services (the “Work Product”) shall be the sole and exclusive property of Client. Consultant hereby assigns all right, title, and interest in and to the Work Product to Client.
• Option B: Consultant retains ownership of the Work Product. Client is granted a [Perpetual/Limited-Time/Specific-Use] license to use the Work Product for [Specify Permitted Uses].
• Consultant retains ownership of any pre-existing intellectual property.
• Any modifications or derivative works of Consultant’s pre-existing intellectual property created during the performance of the services will be owned by [Client/Consultant/Jointly].

Confidentiality

• Consultant agrees to hold Client’s confidential information in strict confidence and not to disclose such information to any third party. "Confidential Information" includes, but is not limited to, trade secrets, business plans, customer lists, financial information, and other proprietary information. This obligation extends to protection of data under Michigan's Data Breach Notification Act.
• This obligation of confidentiality shall survive the termination of this Agreement.
• Upon termination of this Agreement, Consultant shall promptly return or destroy all of Client’s confidential information in Consultant’s possession or control.

Compliance with Laws

• Consultant shall comply with all applicable federal, state (including Michigan), and local laws and regulations in performing the services under this Agreement.
• If the consulting involves regulated industries (e.g., healthcare, finance, automotive), Consultant shall comply with all relevant Michigan state agency regulations, permits, and professional licensing requirements.

Non-Solicitation

• During the term of this Agreement and for a period of [Number] months following its termination, Consultant shall not solicit or attempt to solicit any employee or customer of Client to terminate their relationship with Client.
• Consultant shall not circumvent Client's business opportunities or relationships with third parties.

Non-Compete (Enforceability Subject to Michigan Law)

• During the term of this Agreement and for a period of [Number] months following its termination, within a geographic area of [Describe Geographic Area], Consultant shall not engage in any business that is directly competitive with Client’s business.
• The scope of this non-compete is limited to [Specific Activities or Services] and is intended to be reasonable under Michigan law.
• Note: Non-compete agreements with independent contractors are subject to increased scrutiny under Michigan law and must be narrowly tailored to protect legitimate business interests.

Subcontracting

• Option A: Consultant may not subcontract any of the services without the prior written consent of Client.
• Option B: Consultant may subcontract the services with notice to Client, provided that Consultant remains responsible for the performance of the subcontractor.

Termination

• Option A: This Agreement may be terminated by either party upon [Number] days written notice to the other party.
• Option B: Client may terminate this Agreement immediately for cause, including but not limited to, breach of this Agreement by Consultant.
• Option C: Client may terminate this agreement for convenience with [Number] days written notice.
• Upon termination, Consultant shall be entitled to payment for services performed up to the date of termination.
• Upon termination, Consultant shall promptly return or destroy all of Client’s confidential information and work product in Consultant’s possession or control, according to Client's instructions.

Limitation of Liability

• In no event shall either party be liable to the other for any consequential, incidental, indirect, or punitive damages arising out of or relating to this Agreement, regardless of whether such damages were foreseeable.
• Client's total liability to consultant shall be limited to the total compensation paid under this agreement.

Governing Law and Venue

• This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan.
• Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Michigan.

Dispute Resolution

• The parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good faith negotiations.
• If the parties are unable to resolve the dispute through negotiation, they may agree to submit the dispute to mediation or arbitration in Michigan in accordance with the rules of the American Arbitration Association (AAA).

Entire Agreement

• This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Both parties acknowledge that they have had the opportunity to seek independent legal advice regarding the terms of this Agreement.

Amendment

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

Signatures

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]

[Consultant Legal Name]

By: [Consultant Name]

Title: [Consultant Title, if applicable]