Missouri consulting independent contractor agreement template

Missouri Consulting Independent Contractor Agreement

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

[Client Legal Name], with a business address at [Client Business Address], hereinafter referred to as "Client," and

[Contractor Legal Name], with a business address at [Contractor Business Address], hereinafter referred to as "Contractor."

Effective Date of this Agreement is [Date].

Services

The Contractor shall provide the following consulting services to the Client (the "Services"): [Description of Services]. Specifically, the services pertain to the area of [Business Sector/Subject Matter Expertise, e.g., Management Consulting]. The scope of services includes [Project Scope]. The objectives are [Defined Objectives], and the deliverables are [Deliverables]. The project will have the following milestones [Milestones] and deadlines [Timelines].

• Interim deliverables shall be provided on [Interim Deliverables or Reporting Periods].

• Option A: Services will be delivered [On-site at Missouri Location]. The Contractor will be required to be physically present in Missouri [Number] days per [Week/Month].
• Option B: Services will be delivered remotely.
• Option C: Services will be delivered via a hybrid model.
  • [Describe Requirements for on-site/remote mix].

Independent Contractor Relationship

It is the express intention of the parties that Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of the Client. Nothing in this Agreement shall be construed to create an employer-employee relationship.

Contractor shall be solely responsible for all federal, state, and local taxes, including self-employment taxes, social security, workers' compensation, unemployment insurance, and any other similar contributions or payments required by law with respect to Contractor's performance of the Services. Contractor acknowledges their exemption from workers' compensation under Missouri law.

• Option A: Contractor shall maintain its own office and equipment.
• Option B: Client will provide access to its facilities and equipment for performance of services. [Specify details about facilities access and resource use].

Compensation

For the Services provided, the Client shall compensate the Contractor as follows:

• Option A: [Hourly Rate] per hour, with an estimated total of [Estimated Total Amount].
• Option B: [Daily Rate] per day, with an estimated total of [Estimated Total Amount].
• Option C: [Retainer Fee] per [Month/Quarter/Year], with an estimated total of [Estimated Total Amount].
• Option D: [Project Fee] for the entire project. Total compensation is [Estimated Total Amount].

Payment Schedule: [Describe Payment Schedule, e.g., Bi-weekly, Monthly upon Invoice].

Invoicing Procedure: Contractor shall submit invoices to [Client Contact Person] at [Client Email Address] no more frequently than [Frequency].

Expenses:

• Option A: Client shall reimburse Contractor for reasonable and necessary expenses incurred in connection with the Services. [Describe allowable expenses and policies].
• Option B: All expenses are the sole responsibility of the Contractor.

Any applicable Missouri sales tax will be added to the invoice.

Late Payment: A late payment penalty of [Percentage]% per month will be applied to overdue invoices.

Intellectual Property

Ownership of Deliverables:

• Option A: All deliverables, intellectual property, data, and work product created by Contractor in connection with the Services shall be owned exclusively by the Client.
• Option B: Contractor retains ownership of all deliverables, intellectual property, data, and work product, and grants the Client a [Type of License, e.g., perpetual, non-exclusive] license to use the same.

The Contractor agrees to assign all rights, title, and interest in any such deliverables to the Client.

Contractor retains the right to use work product in its portfolio and marketing materials, subject to Client approval.

Confidentiality

Contractor acknowledges that in the course of providing the Services, Contractor may have access to confidential information of the Client, including but not limited to trade secrets, proprietary business practices, customer lists, and financial information.

Contractor agrees to hold all such confidential information in strict confidence and not to disclose it to any third party or use it for any purpose other than to perform the Services under this Agreement. This obligation survives termination of this agreement and adheres to the Missouri Uniform Trade Secrets Act.

Non-Solicitation and Non-Compete

Non-Solicitation: During the term of this Agreement and for a period of [Number] months following termination, Contractor shall not solicit, directly or indirectly, any employees, customers, or clients of the Client.

• Option A: Non-Compete: During the term of this Agreement and for a period of [Number] months following termination, within a radius of [Number] miles of [City, Missouri], Contractor shall not engage in consulting services similar to the services provided to the Client. The covered consulting fields are specifically limited to [Covered Consulting Fields].
• Option B: No Non-Compete.

Data Security and Privacy

If the Services involve access to or processing of personal data, Contractor shall comply with all applicable data privacy laws and regulations, including but not limited to [List relevant Missouri statutes and federal regulations, e.g., HIPAA, FERPA].

Contractor shall implement and maintain appropriate security measures to protect the confidentiality, integrity, and availability of personal data.

Reporting and Communication

Contractor shall provide regular progress updates to [Client Contact Person] via [Method of Communication, e.g., email, weekly meetings].

Project meetings shall be held [Frequency]. Deliverables shall be approved by [Client Contact Person].

Qualifications and Compliance

Contractor represents and warrants that they possess the necessary qualifications, expertise, and resources to perform the Services.

Contractor shall maintain all necessary licenses and permits required to perform the Services in Missouri, including but not limited to [List specific licenses].

Insurance

Contractor shall maintain the following insurance coverage at its own expense:

• Professional Liability Insurance: [Minimum Coverage Amount]
• General Liability Insurance: [Minimum Coverage Amount]

Contractor shall provide Client with certificates of insurance evidencing such coverage upon request. Contractor acknowledges they are exempt from workers' compensation as an independent contractor in Missouri.

Remedies and Limitation of Liability

In the event of a breach of this Agreement by Contractor, Client shall be entitled to all remedies available at law or in equity, including but not limited to damages and injunctive relief.

In no event shall either party be liable for any consequential, incidental, indirect, special, or punitive damages arising out of or relating to this Agreement. The limitation of damages will apply whether or not the party was aware or should have been aware of the possibility of such damages.

Contractor agrees to indemnify and hold harmless Client from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to Contractor's performance of the Services or breach of this Agreement.

Term and Termination

Term: This Agreement shall commence on the Effective Date and shall continue for a term of [Number] months, unless earlier terminated as provided herein.

Renewal: This Agreement may be renewed for an additional term of [Number] months upon written agreement of both parties.

Termination Without Cause: Either party may terminate this Agreement without cause upon [Number] days written notice to the other party.

Termination For Cause: Client may terminate this Agreement immediately upon written notice to Contractor if Contractor materially breaches this Agreement or becomes insolvent.

Final Payment: Upon termination, Client shall pay Contractor for all Services performed and expenses incurred up to the date of termination.

Return of Confidential Information: Upon termination, Contractor shall promptly return to Client all confidential information and work product in Contractor's possession or control.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Missouri.

Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located in [County, Missouri].

• Option A: Mediation: Before resorting to litigation, the parties shall attempt to resolve any dispute through mediation in [City, Missouri].
• Option B: Arbitration: Any dispute shall be settled by binding arbitration in accordance with the Missouri Arbitration Act.

Conflict of Interest

Contractor represents and warrants that they have no conflict of interest that would prevent them from performing the Services under this Agreement.

Contractor shall disclose any potential conflicts of interest to Client immediately upon becoming aware of them.

Compliance with Laws

Contractor shall comply with all applicable federal, state, and local laws, ordinances, and regulations in performing the Services, including any applicable Missouri licensing and industry standards.

Assignment and Subcontracting

Contractor shall not assign this Agreement or subcontract any of the Services without the prior written consent of Client.

Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, or natural disasters, consistent with relevant Missouri statutes on contract frustration.

Modification and Waiver

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

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

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.

Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Headings

The headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

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, return receipt requested, or sent by reputable overnight courier service to the addresses set forth above.

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]