Mississippi consulting independent contractor agreement template

Mississippi Consulting Independent Contractor Agreement

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

• [Client Full Legal Name], a [Client Entity Type, e.g., Mississippi corporation] with its principal place of business at [Client Address] and, if applicable, Mississippi Registration Number [Client Registration Number] (hereinafter referred to as “Client”), and
• [Consultant Full Legal Name], [Choose One: an individual / a Consultant Entity Type, e.g., Mississippi LLC] with its principal place of business at [Consultant Address] and Federal Tax Identification Number [Consultant Federal Tax ID] and Mississippi State Tax ID (if applicable) [Consultant Mississippi Tax ID] (hereinafter referred to as “Consultant”).

1. Description of Services

• The Consultant agrees to provide the following consulting services to the Client: [Detailed Description of Services, e.g., Business process analysis, strategy development].
  • Service Scope: [Specific Scope of Services, e.g., Analysis of marketing lead generation].
  • Objectives: [Specific Objectives, e.g., Increase lead quality by 15%].
  • Expected Deliverables: [Specific Deliverables, e.g., Written report with recommendations, presentation].
  • Work Products: [Detailed description of the work products].
  • Formats: [Specify Formats, e.g., PDF reports, PowerPoint presentations].
  • Reporting Requirements: [Reporting requirements].
  • Measurable Milestones: [List of Measurable Milestones].

2. Term and Duration

• Option A: This Agreement shall commence on [Start Date] and shall continue until [End Date].
• Option B: This Agreement shall commence on [Start Date] and shall continue until the completion of the services described in Section 1.
• Option C: This Agreement shall commence on [Start Date] and may be terminated as set forth in Section 11.

3. Compensation and Payment

• Option A: Hourly Basis: The Client shall pay the Consultant at an hourly rate of [Hourly Rate] per hour.
• Option B: Daily Basis: The Client shall pay the Consultant at a daily rate of [Daily Rate] per day.
• Option C: Milestone Basis: The Client shall pay the Consultant according to the following milestone schedule: [Milestone Schedule].
• Option D: Project Basis: The Client shall pay the Consultant a fixed fee of [Project Fee] for the completion of the services described in Section 1.
• Invoicing Frequency: [Invoicing Frequency, e.g., Bi-weekly, monthly].
  • Payment Terms: [Payment Terms, e.g., Net 30 days].
  • Payment Methods: [Payment Methods, e.g., Check, Wire, ACH].
  • Required Supporting Documentation: [Documentation, e.g., timesheets, receipts].
  • Late Payment Provisions: Late payments will accrue interest at a rate of [Interest Rate]% per month, not exceeding the statutory maximum under Mississippi law.
  • Allocation of Expenses and Reimbursement Procedures: [Expense Allocation, e.g., Client responsible for travel expenses, Consultant responsible for materials].

4. Location of Service Performance

• Option A: Onsite at Client’s Mississippi Locations: The Consultant shall perform the services primarily at the Client's location at [Client Address].
• Option B: Remote: The Consultant shall perform the services remotely.
• Option C: Hybrid: The Consultant shall perform the services both onsite and remotely as agreed upon by both parties.
• Access Protocols: [Access Protocols, e.g., badge access required].
• Security Requirements: [Security Requirements].
• Obligations Specific to Sensitive Client Environments or Handling Confidential Materials: [Obligations].

5. Independent Contractor Status

• The Consultant is an independent contractor and not an employee of the Client.
• The Consultant is responsible for all federal and Mississippi state taxes, including income tax, self-employment tax, and any applicable state sales or use taxes.
• The Consultant acknowledges they are not eligible for workers' compensation or unemployment insurance benefits from the Client.
• The Consultant shall maintain professional liability insurance in an amount no less than [Insurance Amount].
• The Consultant is responsible for obtaining and maintaining any required business licenses or registrations within Mississippi.
• The Consultant agrees to indemnify and hold harmless the Client from any claims arising from the Consultant's misclassification or noncompliance.

6. Subcontractors

• Option A: Subcontractors Not Permitted: The Consultant shall not use subcontractors without the prior written consent of the Client.
• Option B: Subcontractors Permitted with Approval: The Consultant may use subcontractors with the prior written approval of the Client.
  • All subcontractors must comply with all terms of this Agreement and applicable Mississippi law.
  • The Consultant is responsible for the actions of its subcontractors.

7. Ownership of Work Product

• Option A: Work Made for Hire: All work product created by the Consultant under this Agreement shall be considered “work made for hire” under Mississippi law and shall be owned exclusively by the Client.
• Option B: Consultant Retains Ownership, Grants License: The Consultant retains ownership of the work product, but grants the Client a perpetual, irrevocable, non-exclusive license to use the work product.
• Obligations for Return, Destruction, or Retention of Client Materials Upon Termination: [Obligations].

8. Confidentiality

• The Consultant agrees to maintain the confidentiality of all confidential information of the Client, as defined under the Mississippi Trade Secrets Act.
• Definition of Confidential Information: [Definition].
• Exceptions: [Exceptions, e.g., publicly available information].
• Duration of Obligation: The confidentiality obligations shall continue for [Number] years after the termination of this Agreement.
• Remedies for Breach: [Remedies, e.g., injunctive relief, damages].

9. Non-Solicitation and Non-Compete

• Non-Solicitation: During the term of this Agreement and for a period of [Number] months following its termination, the Consultant shall not solicit, directly or indirectly, any employee or client of the Client.
• Non-Compete: To the extent enforceable under current Mississippi law, the Consultant shall not engage in any business that competes with the Client's business within [Territory, e.g., the State of Mississippi] for a period of [Number] months following the termination of this Agreement, provided that this restriction is reasonable in duration, territory, and scope.

10. Liability and Indemnification

• Liability Limits: The Consultant's liability for damages shall be limited to [Dollar Amount].
• Indemnification: The Consultant agrees to indemnify and hold harmless the Client from any claims, losses, or damages arising from the Consultant's breach of contract, professional negligence, or misrepresentation.
• Insurance Requirements: The Consultant shall maintain professional liability insurance with a minimum coverage of [Insurance Coverage].

11. Termination

• Option A: Termination for Convenience: Either party may terminate this Agreement for convenience upon [Number] days written notice to the other party.
• Option B: Termination for Cause: The Client may terminate this Agreement for cause upon written notice to the Consultant if the Consultant breaches any material provision of this Agreement and fails to cure such breach within [Number] days after receiving written notice of the breach.
• Post-Termination Duties: Upon termination of this Agreement, the Consultant shall return all Client property and provide reasonable transition support.
• Timing/Method for Final Compensation: The Client shall pay the Consultant any outstanding fees within [Number] days of termination.

12. Dispute Resolution

• In the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute through good faith negotiation.
• If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation in [City, Mississippi].
• If mediation is unsuccessful, the parties agree to submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association.
• The venue for any legal action shall be in a Mississippi county court or federal court sitting in Mississippi.
• Mississippi law shall exclusively govern this Agreement.

13. Representations and Warranties

• The Consultant represents and warrants that it has the authority to enter into this Agreement and that it possesses the necessary professional qualifications to perform the services described in Section 1.
• The Consultant represents and warrants that it will comply with all applicable Mississippi, federal, and industry-specific laws.

14. Compliance with Mississippi Regulations

• The Consultant shall comply with all applicable Mississippi regulations, including, but not limited to, Mississippi Contractor Licensing Board rules (if applicable) and the Mississippi Data Breach Notification Law.

15. Record-Keeping and Right to Audit

• The Consultant shall maintain accurate records of all work performed under this Agreement for a period of [Number] years.
• The Client shall have the right to audit the Consultant's records upon reasonable notice.

16. Force Majeure

• Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to a force majeure event, including, but not limited to, acts of God, natural disasters (including hurricanes, floods, and tornadoes common in Mississippi), war, or terrorism.

17. Miscellaneous

• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Assignment: This Agreement may not be assigned or delegated by either party without the prior written consent of the other party.
• No Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Notices: All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally or sent by certified mail, return receipt requested, to the addresses set forth above.

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

[Client Full Legal Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Consultant Full Legal Name]

By: [Consultant Representative Name (if applicable)]

Title: [Consultant Representative Title (if applicable)]