Minnesota consulting independent contractor agreement template

Minnesota Consulting Independent Contractor Agreement

This Minnesota Consulting Independent Contractor Agreement (the “Agreement”) is made and entered into as of this [Date] by and between:

• [Client Legal Name], a [Client Entity Structure, e.g., Minnesota Corporation] with its principal place of business at [Client Mailing Address] ("Client"),
  • Contact Details:
    • Email: [Client Email]
    • Phone: [Client Phone]
• and
• [Contractor Legal Name], a [Contractor Entity Structure, e.g., Sole Proprietorship, LLC], with its principal place of business at [Contractor Mailing Address] (Minnesota Business Registration Number, if applicable: [Contractor MN Business Registration Number]) ("Contractor").
  • Contact Details:
    • Email: [Contractor Email]
    • Phone: [Contractor Phone]

Description of Services

• Option A: The Contractor shall provide the following consulting services to the Client (the “Services”): [Detailed description of Services, including nature of work, tasks, objectives, scope limits, tangible/intangible deliverables, standard of performance, measurable milestones, deadlines, reporting format, and progress meeting frequency. Be specific and project-related.]
• Option B: The Services will be outlined in Exhibit A, attached hereto and incorporated herein by reference.

Place of Service Delivery

• Option A: The Services will be performed remotely.
• Option B: The Services will be performed on-site at [Client Location or Third-Party Location]. The Client will provide the following: [List of client-supplied equipment, workspace, secure network access, or software.]
• Option C: The Services will be performed in a hybrid manner, both remotely and on-site.

Compensation

• Option A: Hourly Rate: The Client shall pay the Contractor at an hourly rate of [Dollar Amount] per hour. Maximum billable hours: [Number].
• Option B: Project-Based Fee: The Client shall pay the Contractor a fixed fee of [Dollar Amount] for the completion of the Services.
• Option C: Milestone-Driven Payment: The Client shall pay the Contractor according to the following milestone schedule: [Describe Milestones and Corresponding Payments].
• Payment Terms:
  • Invoicing Interval: [Weekly, Monthly, Upon Milestone]
  • Supporting Documentation: [Specify required documentation with invoices]
  • Payment Method: [ACH, Check, Online]
  • Payment Due Date: [Number] days from receipt of invoice.

Taxes

• Option A: Sales/Use Tax: Minnesota sales/use tax [Does/Does Not] apply to these services. If applicable, [Client/Contractor] is responsible for remitting the tax.
• The Contractor is solely responsible for all self-employment taxes, federal and Minnesota income taxes, workers' compensation/occupational accident insurance, and unemployment insurance. Refer to Minnesota Department of Revenue and Department of Labor/Industry rules for details.

Intellectual Property

• Option A: Work for Hire: All deliverables, reports, data, and underlying work created by the Contractor under this Agreement are considered "works for hire" and shall be the sole property of the Client.
• Option B: Contractor Ownership: The Contractor retains ownership of all intellectual property rights in the deliverables. The Client is granted a [Type of License, e.g., perpetual, non-exclusive] license to use the deliverables for [Specific Purpose].
• Pre-Existing Materials: Any pre-existing materials used by the Contractor shall remain the Contractor's property.

Confidentiality and Data Privacy

• The Contractor shall maintain the confidentiality of all Client information and third-party data accessed or received during the term of this Agreement.
• The Contractor shall comply with the Minnesota Personal Data Privacy Act (if applicable) and industry standards for data protection.
• Retention and Destruction: Upon termination of this Agreement, the Contractor shall [Describe data retention and destruction requirements].

Non-Solicitation and Non-Compete

• Option A: Non-Solicitation: During the term of this Agreement and for a period of [Number] months following termination, the Contractor shall not solicit the Client's employees or customers.
• Option B: Non-Compete: During the term of this Agreement and for a period of [Number] months following termination, within a geographic area of [Description of geographic area], the Contractor shall not engage in [Specific competing activities]. This clause is intended to be enforceable under Minnesota law.

Independent Contractor Status

• The parties agree that the Contractor is an independent contractor and not an employee of the Client. This Agreement does not create an employment relationship.
• The Contractor is responsible for their own business registration, tax filings, insurance, expenses, licenses, and reporting.
• Reference: This independent contractor status is consistent with Minnesota statutory definitions.

Liability and Insurance

• The Contractor shall maintain professional liability insurance (E&O) with a minimum coverage of [Dollar Amount]. The Client shall be named as an additional insured.
• Indemnification: The Contractor shall indemnify and hold harmless the Client from any damages arising from the Contractor's actions, data loss, or intellectual property infringement.
• Limitation of Liability: The Client’s liability shall be limited to the amount paid to the contractor under this agreement.

Dispute Resolution

• The parties agree to first attempt to resolve any disputes through good faith negotiation.
• If negotiation fails, the parties agree to mandatory mediation/arbitration in [City], Minnesota.
• Governing Law and Venue: This Agreement shall be governed by the laws of the State of Minnesota. Venue for any legal action shall be in the state or federal courts located in [County], Minnesota.

Term and Termination

• This Agreement shall commence on [Start Date] and shall continue until [End Date].
• Option A: Automatic Renewal: This Agreement shall automatically renew for successive [Duration] periods unless either party provides written notice of termination at least [Number] days prior to the end of the current term.
• Termination for Breach: Either party may terminate this Agreement for breach of contract, provided that the breaching party has [Number] days to cure the breach.
• Termination Procedure: Termination requires written notice of [Number] days.
• Upon termination, the Contractor shall return all Client property and confidential information and deliver all completed work product.

Amendment, Assignment, and Integration

• This Agreement may be amended only by a written instrument signed by both parties.
• Neither party may assign or delegate their rights or obligations under this Agreement without the prior written consent of the other party. This includes assignment upon company reorganization or merger.
• Integration Clause: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written, relating to the subject matter of this Agreement.

Compliance with Laws

• The Contractor shall comply with all applicable Minnesota and federal laws, including but not limited to anti-bribery, data protection, and employment law.

Subcontracting

• Option A: Subcontracting Allowed: The Contractor may subcontract portions of the Services with the Client's prior written approval.
• Option B: Subcontracting Not Allowed: The Contractor may not subcontract any portion of the Services.
• The Contractor is responsible for all actions of any subcontractors.

Records Retention and Audit Rights

• The Client shall have the right to review relevant performance and expense documentation for a period of [Number] years following the termination of this Agreement.

Force Majeure

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

Notices

• All notices under this Agreement shall be in writing and sent to the addresses specified above.
• Acceptable Delivery Methods: [Certified Mail, Email, Courier]
• Notice Deemed Received: [Specify Date]

Regulated Industries Compliance (If Applicable)

• If the Services involve regulated industries (e.g., financial, healthcare), the Contractor shall comply with all applicable Minnesota-specific regulatory and confidentiality requirements.

Client Systems and Premises (If Applicable)

• If the Contractor will access Client systems or premises, the Contractor shall comply with the Client's internal policies (IT security, visitor logs, data protocols) and Minnesota occupational safety standards.

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

[Client Legal Name]

By: [Client Authorized Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Authorized Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]

Attachments: [List any attachments, e.g., Scope of Work Exhibit, Rate Schedule, Data Security Policy, W-9 form, Certificates of Insurance]