New Mexico consulting independent contractor agreement template

New Mexico Consulting Independent Contractor Agreement

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

[Client Legal Name], a [Client Entity Type] with its principal place of business at [Client Address], hereinafter referred to as "Client," and represented by [Client Representative Name], phone number [Client Phone Number], and email address [Client Email Address].

[Contractor Legal Name], a [Contractor Entity Type, e.g., Individual, LLC] with its principal place of business at [Contractor Address], hereinafter referred to as "Contractor," and represented by [Contractor Representative Name (if applicable)], phone number [Contractor Phone Number], and email address [Contractor Email Address].

Consulting Services

Option A: Contractor shall provide the following consulting services to Client: [Detailed Description of Consulting Services, including Scope of Work, Deliverables, Performance Standards, Project Phases, Milestone Definitions, Timelines, and Required Documentation/Reports].

Option B: Contractor's consulting services will be defined in individual Statements of Work (SOWs) executed under this Agreement. Each SOW will describe the specific project, deliverables, timeline, and compensation for that project.

Option C: Any adjustments to the scope of services require a written amendment to this Agreement or to an associated Statement of Work, signed by both Client and Contractor.

Work Location and Resources

Option A: The Contractor will perform services primarily at the Client's premises located at [Client Address] in New Mexico.

Option B: The Contractor will perform services remotely.

Option C: The Contractor will perform services under a hybrid arrangement, with [Number] days per week on-site at [Client Address] in New Mexico.

Contractor will [Will/Will Not] require access to Client's resources, including [List of Resources].

Travel: The Contractor [Will/Will Not] require travel. If travel is required, reimbursement will be handled as follows: [Detailed Reimbursement Policy].

The Contractor shall adhere to Client's reasonable on-site policies and procedures, including those related to security and safety.

Compensation and Payment

Option A: Client shall pay Contractor at a rate of [Dollar Amount] per [Hour/Day/Project].

Option B: Client shall pay Contractor a retainer fee of [Dollar Amount] per [Month/Quarter].

Option C: Client shall pay Contractor a success fee of [Dollar Amount] upon achievement of [Specific Milestones or Deliverables].

Contractor shall submit invoices to Client [Frequency, e.g., monthly, upon completion of milestones].

Payment is due within [Number] days of invoice receipt.

Invoices must comply with New Mexico tax law and include Contractor's [Tax Identification Number/EIN].

Gross Receipts Tax (GRT):

Option A: Contractor is responsible for collecting and remitting New Mexico GRT.

Option B: Client will withhold and remit New Mexico GRT on payments to Contractor.

Late Payment: Late payments shall accrue interest at a rate of [Percentage] per month, or the maximum rate permitted by New Mexico law, whichever is lower.

Independent Contractor Status

It is the express intention of the parties that Contractor is an independent contractor and not an employee, partner, or joint venturer of Client.

Contractor retains control over the means and methods of providing services.

Contractor sets their own hours and work schedule, subject to meeting agreed-upon deadlines.

Contractor is responsible for all applicable state and federal taxes, including income tax, self-employment tax, and New Mexico Gross Receipts Tax.

Contractor is responsible for obtaining and maintaining all necessary business licenses and insurance required by New Mexico law.

Contractor is not eligible for any employee benefits from Client.

Contractor is responsible for fulfilling all obligations under the New Mexico Workers' Compensation Act if hiring subcontractors.

Confidentiality and Non-Disclosure

Contractor shall hold all Client data, business information, trade secrets, and third-party information in strict confidence.

Contractor shall not disclose any confidential information to any third party without Client's prior written consent.

Contractor shall implement reasonable security measures to protect confidential information.

Specific security requirements for handling regulated or sensitive data: [Describe Security Requirements, e.g., HIPAA compliance, data encryption].

This confidentiality obligation shall survive the termination of this Agreement.

Intellectual Property

Client shall retain ownership of all documents, models, know-how, inventions, and other materials produced by Contractor in the course of providing services under this Agreement (the "Work Product").

Contractor hereby assigns all right, title, and interest in and to the Work Product to Client.

Background IP: Contractor retains ownership of any pre-existing intellectual property used in the provision of services.

Post-Termination: Upon termination of this Agreement, Contractor shall promptly return or destroy all Client confidential information and Work Product in Contractor's possession.

Portfolio Use: Contractor [Is/Is Not] permitted to use the Work Product or describe the services provided to Client in Contractor's portfolio or case studies, subject to Client's prior written approval.

Non-Solicitation and Non-Compete

Option A: During the term of this Agreement and for a period of [Number] months following termination, Contractor shall not solicit Client's employees or customers.

Option B: During the term of this Agreement and for a period of [Number] months following termination, and within a geographic area of [Radius] miles from [Client Location], Contractor shall not engage in any business that is directly competitive with Client's business.

Option C: There is no non-solicitation or non-compete agreement associated with this contract.

The parties acknowledge that the enforceability of non-compete agreements is limited under New Mexico law and that this clause is intended to be enforced only to the extent necessary to protect Client's legitimate business interests.

Liability and Indemnification

Contractor shall be liable for any damages caused by Contractor's negligent acts, omissions, delays, misrepresentations, or breaches of this Agreement.

Contractor shall indemnify and hold harmless Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Contractor's performance of services under this Agreement.

Insurance: Contractor shall maintain the following insurance coverage: [Specify Insurance Requirements, e.g., Liability Insurance, Professional Errors and Omissions Insurance, Cyber Insurance].

Warranties

Contractor warrants that the services provided under this Agreement will be performed in a professional and workmanlike manner, consistent with industry standards.

Contractor warrants that Contractor will comply with all applicable New Mexico laws and regulations, including the New Mexico Unfair Practices Act, where applicable.

Contractor warrants that Contractor possesses all necessary licenses and permits to perform the services required under this Agreement in New Mexico.

Contractor warrants that Contractor has the full right, power, and authority to enter into and perform its obligations under this Agreement.

Term and Termination

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

Option A: This Agreement shall automatically renew for successive terms of [Number] [Months/Years] unless either party provides written notice of non-renewal at least [Number] days prior to the end of the then-current term.

Option B: Either party may terminate this Agreement for convenience upon [Number] days' written notice to the other party.

Either party may terminate this Agreement for cause if the other party breaches a material term of this Agreement and fails to cure such breach within [Number] days of written notice of such breach.

Upon termination, Client shall pay Contractor for all services performed up to the date of termination.

Upon termination, Contractor shall promptly return all Client confidential information and Work Product.

Transition Assistance: Upon termination, Contractor shall provide reasonable transition assistance to Client, as requested.

Dispute Resolution

The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.

If negotiation fails, the parties shall attempt to resolve the dispute through mediation in [City, New Mexico].

If mediation fails, the parties may pursue arbitration or litigation.

This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico, without regard to its conflict of laws principles.

The exclusive venue for any legal action arising out of or relating to this Agreement shall be the state or federal courts located in [County, New Mexico].

Compliance with New Mexico Law

Contractor shall comply with all applicable New Mexico laws, rules, and regulations, including but not limited to:

Applicable business registration requirements.

Professional licensing requirements (if applicable).

State lobbying registration requirements (if applicable).

Industry-specific regulations.

Tax Matters

Contractor acknowledges that it is responsible for paying all applicable New Mexico Gross Receipts Tax (GRT) on its services, unless explicitly agreed otherwise in Section 3.

Contractor acknowledges that it is responsible for complying with all applicable local option taxes if the Contractor is based outside the Client's municipality.

Assignment

Neither party may assign this Agreement or delegate its duties under this Agreement without the prior written consent of the other party.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, fire, floods, or labor disputes.

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 in the introductory paragraph of this Agreement.

Government Contract Clauses (If Applicable)

If this Agreement involves government entities or subcontracted public work, the following federally or state-mandated clauses are incorporated by reference: [List Applicable Clauses].

Amendment

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

Severability

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

Waiver

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.

Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

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

[Client Legal Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Contractor Legal Name]

By: [Contractor Representative Name (if applicable)]

Title: [Contractor Representative Title (if applicable)]