Montana consulting independent contractor agreement template

Montana Consulting Independent Contractor Agreement

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

• [Client Name], located at [Client Address], with phone number [Client Phone] and email address [Client Email] (the "Client"), and
• [Contractor Name], located at [Contractor Address], with phone number [Contractor Phone] and email address [Contractor Email] (the "Independent Contractor").

1. Consulting Services

The Independent Contractor agrees to provide the following consulting services to the Client:

• Option A: [Description of Consulting Services - Business Strategy]. These services will include but are not limited to: [Specific Tasks].
• Option B: [Description of Consulting Services - Management Consulting]. These services will include but are not limited to: [Specific Tasks].
• Option C: [Description of Consulting Services - IT Consulting]. These services will include but are not limited to: [Specific Tasks].

Deliverables:

• [List of Deliverables].
• Reporting requirements: [Reporting Requirements and Frequency].
• Measurable outcomes/KPIs: [List of Measurable Outcomes or KPIs].
• Deadlines/Timelines: [Project Timeline with Milestones].

2. Work Arrangement

The work arrangement will be as follows:

• Option A: Remote work. The Independent Contractor will perform the services remotely.
• Option B: On-site work at [Client Location].
  • Travel requirements: [Description of Travel Requirements, if any].
  • Client meetings: [Frequency and Location of Client Meetings].
  • Workspace provisions: [Description of Workspace Provided, if any].
  • Use of Client resources: [Description of Client Resources Available].

3. Access to Information and Facilities

The Independent Contractor may have access to the following:

• Option A: Proprietary client information: [Description of Proprietary Information].
• Option B: System logins: [Description of System Logins, if any].
• Option C: Client facilities: [Description of Client Facilities Access, if any].

All access shall comply with Montana data privacy and business confidentiality standards, including the Montana Uniform Trade Secrets Act.

4. Payment Terms

The Client shall compensate the Independent Contractor as follows:

• Option A: Hourly rate: [Hourly Rate].
• Option B: Flat fee: [Flat Fee Amount] for the entire project.
• Option C: Project-based pricing: [Payment Schedule based on Project Milestones].
• Option D: Retainer: [Retainer Amount] per [Frequency].

Invoicing and reimbursement procedures:

• Billing format: [Acceptable Billing Format].
• Supporting documents: [Required Supporting Documents].
• Payment schedule: [Payment Schedule].
• Payment methods: [Acceptable Payment Methods].

The Independent Contractor is responsible for all applicable federal and Montana state and local taxes. The Independent Contractor will provide a completed Form W-9.

5. Tax Responsibilities

The Independent Contractor is solely responsible for all applicable federal, state, and local taxes, including self-employment tax. Sales tax is generally not applicable to consulting services in Montana, however, [Specify any exceptions or requirements if sales tax applies to the specific services]. The Independent Contractor is not eligible for unemployment insurance through the Client.

6. Independent Contractor Status

It is expressly understood and agreed that the Independent Contractor is an independent contractor and not an employee of the Client. This agreement shall not be construed as creating an employer-employee relationship. The parties agree that the Independent Contractor meets the criteria set forth in Montana Code Annotated § 39-71-120, including but not limited to:

• Lack of employee benefits.
• Independent control over work schedule.
• Control over the methods of performing the services.
• Use of personal equipment.

The Independent Contractor is not entitled to workers' compensation or unemployment insurance benefits through the Client.

7. Business Registration and Licenses

The Independent Contractor is responsible for maintaining all required business registrations, professional licenses, or permits relevant to performing consulting services in Montana, including [List any specific Montana requirements, e.g., registration with the Montana Secretary of State].

8. Liability and Indemnification

The Independent Contractor shall perform the services in a professional manner. The Client shall not be liable for any harm caused by events of force majeure. The Independent Contractor agrees to indemnify and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to the Independent Contractor’s errors, omissions, or breaches related to the consulting work, except to the extent caused by the Client’s gross negligence or willful misconduct. Limitation of damages: [Specify any limitations on liability or damages].

9. Insurance

The Independent Contractor shall maintain professional liability (errors & omissions) insurance with minimum coverage of [Insurance Amount]. Proof of insurance shall be provided to the Client upon request.

10. Confidentiality and Non-Disclosure

The Independent Contractor agrees to hold all Confidential Information of the Client in strict confidence and not to disclose such Confidential Information to any third party. Confidential Information includes, but is not limited to: [List of Confidential Information]. This obligation extends both during and after the term of this Agreement. The Independent Contractor shall comply with all applicable Montana laws regarding trade secrets, including the Montana Uniform Trade Secrets Act. Data protection protocols: [Specify any data protection protocols or security requirements].

11. Intellectual Property Rights

All intellectual property rights in consulting reports, deliverables, analyses, or other work product created by the Independent Contractor pursuant to this Agreement shall be owned as follows:

• Option A: Ownership transfers to the Client.
• Option B: The Independent Contractor retains ownership, but grants the Client a perpetual, non-exclusive license to use the work product.

Upon termination of this Agreement, the Independent Contractor shall return or dispose of all Client Confidential Materials as directed by the Client.

12. Authority

The Independent Contractor is not authorized to represent themselves as an agent or employee of the Client and has no authority to bind the Client to any agreement or obligation.

13. Non-Solicitation and Non-Competition

• Non-Solicitation: The Independent Contractor agrees not to solicit, directly or indirectly, any employees or clients of the Client for a period of [Number] months following the termination of this Agreement.
• Non-Competition: [Include a Non-Competition clause only if reasonable in scope and duration under Montana law. Specify the geographic area and scope of activities prohibited, and the duration of the restriction. Ensure compliance with Montana’s restrictions on enforceability.]

14. Acceptance of Deliverables

The Client shall have [Number] days to review and accept deliverables. Remedies for unsatisfactory performance: [Specify remedies for unsatisfactory performance, such as revisions or refunds].

15. Term and Termination

The term of this Agreement shall commence on [Start Date] and shall continue until [End Date], unless sooner terminated as provided herein.

• Option A: This Agreement shall automatically renew for successive [Period] periods unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.
• Termination conditions:
  • Either party may terminate this Agreement upon [Number] days written notice to the other party.
  • Immediate termination for cause: [List events constituting cause for immediate termination].
• Final compensation: Upon termination, the Client shall pay the Independent Contractor for all services satisfactorily performed up to the date of termination. The Independent Contractor shall return all Client property.

16. Dispute Resolution

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

• First, the parties shall attempt to resolve the dispute through good faith negotiation.
• If negotiation fails, the parties shall submit the dispute to mediation in [City, Montana].
• If mediation fails, the parties may submit the dispute to binding arbitration in [City, Montana]. Montana law shall govern the interpretation and enforcement of this Agreement. Exclusive jurisdiction and venue shall be in the state courts located in [County, Montana].

17. Recordkeeping and Audit

The Independent Contractor shall maintain accurate records of all services performed and expenses incurred pursuant to this Agreement. The Client shall have the right to audit such records upon reasonable notice. The Independent Contractor shall retain all documentation for a period of [Number] years, consistent with Montana’s statute of limitations for contract claims.

18. Assignment and Subcontracting

The Independent Contractor shall not assign its obligations under this Agreement or subcontract any portion of the services without the Client’s prior written consent. If subcontracting is permitted, the Independent Contractor shall ensure that any subcontractors comply with all applicable Montana business registration requirements.

19. Representations and Warranties

The Independent Contractor represents and warrants that:

• The Independent Contractor is eligible to work in the United States.
• The Independent Contractor has the full power and authority to enter into this Agreement.
• The Independent Contractor is not subject to any conflict of interest that would prevent the Independent Contractor from performing the services.
• The Independent Contractor possesses the necessary professional qualifications and expertise to perform the services.

20. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent such failure is caused by a force majeure event, including but not limited to acts of God, severe weather events, fire, public health emergencies, or other causes beyond its reasonable control.

21. Entire Agreement, Amendment, and Severability

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. This Agreement may be amended only by a written instrument signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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

[Client Name]

By: [Client Signature]

[Contractor Name]

By: [Contractor Signature]