New Jersey consulting independent contractor agreement template

New Jersey Consulting Independent Contractor Agreement

This New Jersey Consulting Independent Contractor Agreement (the "Agreement") is made and entered into as of [Date], by and between [Client Name], with a business address at [Client Address], and, if applicable, registered as a business entity in New Jersey under registration number [NJ Business Registration Number] ("Client"), and [Contractor Name], with a business address at [Contractor Address], and, if applicable, registered as a business entity in New Jersey under registration number [NJ Business Registration Number] ("Contractor").

• Client Contact Information:
  • Name: [Client Contact Name]
  • Email: [Client Contact Email]
  • Phone: [Client Contact Phone]
• Contractor Contact Information:
  • Name: [Contractor Contact Name]
  • Email: [Contractor Contact Email]
  • Phone: [Contractor Contact Phone]

1. Description of Services

The Contractor shall provide the following consulting services to the Client: [Detailed description of services, including scope of work, deliverables, milestones, timelines, and performance criteria. E.g., "Develop a marketing strategy, including market research, target audience identification, and a comprehensive marketing plan."]

• Option A: The Contractor shall perform the services as described in Exhibit A, which is attached hereto and incorporated by reference.
• Option B: The Contractor shall perform the services as directed by the Client, provided such direction is consistent with the general nature of the services described above.

2. Place of Performance

The services shall be performed primarily:

• Option A: Remotely.
• Option B: On-site at the Client's facilities located at [Client Facility Address].
• Option C: At [Third-Party Location].

The Contractor shall comply with all Client's reasonable safety and security protocols while on Client's premises. If remote access to client's systems is required, the Contractor will comply with all relevant security and data protection requirements under New Jersey law.

3. Compensation

The Client shall compensate the Contractor as follows:

• Option A: Hourly rate of [Hourly Rate] per hour.
• Option B: Fixed fee of [Fixed Fee Amount] for the completion of the services described in Section 1.
• Option C: Retainer fee of [Retainer Fee Amount] per [Time Period].
• Option D: Other: [Description of other compensation method]
  • Payment Schedule: [Detailed payment schedule, including invoicing requirements and approval processes. E.g., "Invoices shall be submitted monthly and paid within 30 days of receipt."]
• Sales Tax: [Specify whether New Jersey sales tax applies and who is responsible for its collection and remittance.]
• Late Payment Policy:
  • Option A: A late payment fee of [Late Payment Fee Percentage]% per month will be assessed on any invoice not paid within [Number] days of the due date.
  • Option B: Interest shall accrue on unpaid balances at the maximum rate permitted by New Jersey law.

4. Intellectual Property

All work product, reports, presentations, data, and other materials created by the Contractor in connection with the services (the "Work Product") shall be:

• Option A: Owned by the Client as "works made for hire" under New Jersey and federal copyright law. To the extent the Work Product is not considered a "work made for hire," the Contractor hereby assigns all right, title, and interest in and to the Work Product to the Client.
• Option B: Owned by the Contractor, but the Contractor grants to the Client a perpetual, irrevocable, non-exclusive, royalty-free license to use, reproduce, modify, and distribute the Work Product.

Contractor agrees to maintain strict confidentiality regarding Client information and data, compliant with all applicable New Jersey data protection statutes.

5. Independent Contractor Status

The Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of the Client. The Client shall not be responsible for withholding income tax, Social Security, or any other employment taxes from payments made to the Contractor. Contractor is responsible for all federal and New Jersey state income tax, self-employment tax, and any required business registrations. Contractor will provide Client with a completed W-9 form.

• No Benefits: The Contractor is not entitled to any employee benefits from the Client, including but not limited to health insurance, vacation pay, or retirement plans.

6. Insurance and Indemnification

• Option A: The Contractor shall maintain professional liability insurance with a minimum coverage of [Insurance Amount] per occurrence and [Insurance Amount] in the aggregate. Contractor shall provide Client with proof of insurance upon request.
• Option B: Not Applicable. The parties agree that the nature of the services does not require the Contractor to maintain insurance.

The Contractor shall indemnify, defend, and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to the Contractor's performance of the services or breach of this Agreement, to the extent caused by the negligence or willful misconduct of the Contractor. The Client shall indemnify, defend, and hold harmless the Contractor from and against any and all claims, damages, liabilities, costs, and expenses (including attorneys' fees) arising out of or relating to the Client's actions, to the extent caused by the negligence or willful misconduct of the Client.

7. Compliance with Laws

The Contractor shall comply with all applicable New Jersey and federal laws, rules, and regulations in performing the services, including but not limited to professional licensing requirements and anti-discrimination laws.

8. Limitation of Liability

In no event shall either party be liable to the other for any indirect, incidental, consequential, special, or punitive damages arising out of or relating to this Agreement, regardless of whether such damages were foreseeable. The Client's total liability to the Contractor under this Agreement shall not exceed the total amount paid to the Contractor under this Agreement.

9. Termination

This Agreement shall commence on the Effective Date and shall continue for a term of [Number] [Days/Weeks/Months/Years].

• Option A: This Agreement may be terminated by either party upon [Number] days written notice to the other party.
• Option B: This Agreement may be terminated by the Client immediately if the Contractor materially breaches this Agreement. Material breach includes but is not limited to failure to perform the services in a competent and professional manner, violation of confidentiality obligations, or violation of applicable laws.
• Option C: This Agreement may be terminated by the Contractor immediately if the Client fails to make timely payments as required by this Agreement.

Upon termination, the Contractor shall return all Client property and deliver all completed Work Product to the Client. The Client shall pay the Contractor for all services performed up to the date of termination.

10. Non-Solicitation, Non-Competition, and Non-Interference

During the term of this Agreement and for a period of [Number] [Months/Years] following the termination of this Agreement, the Contractor shall not, directly or indirectly, solicit, hire, or attempt to solicit or hire any employee or customer of the Client within [Geographic Area].

• This restriction is limited to the extent permissible under New Jersey law and is intended to protect the Client's legitimate business interests. The parties agree that the restrictions in this section are reasonable in scope and duration.

11. Amendments, Waivers, and Assignment

This Agreement may be amended 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 party against whom the waiver is sought to be enforced. This Agreement may not be assigned by either party without the prior written consent of the other party.

• Electronic Signatures: The parties agree that electronic signatures shall have the same force and effect as original signatures, pursuant to the New Jersey Uniform Electronic Transactions Act.

12. 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 the dispute cannot be resolved through negotiation, the parties shall submit the dispute to mediation in [City, State].
• If the dispute cannot be resolved through mediation, the parties shall [Choose one: submit the dispute to binding arbitration in accordance with the rules of the American Arbitration Association OR pursue litigation in the state or federal courts located in New Jersey].
  • Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey. The exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be the state or federal courts located in [County, New Jersey].

13. Representations and Warranties

Each party represents and warrants that it has the legal right and authority to enter into this Agreement and to perform its obligations hereunder. The Contractor represents and warrants that it has the necessary skills, knowledge, and experience to perform the services in a competent and professional manner and holds all required licenses and permits to operate its business in New Jersey.

14. 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, war, terrorism, fire, flood, earthquake, or other natural disaster, as recognized under New Jersey law. The affected party shall provide prompt written notice to the other party of the force majeure event and shall use commercially reasonable efforts to mitigate the effects of such event.

15. Miscellaneous

• 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.
• Notice: All notices required or permitted 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 to the addresses set forth above.

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

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]