New York consulting independent contractor agreement template

New York Consulting Independent Contractor Agreement

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

[Client Name], a [Client Entity Type, e.g., Corporation] with its principal place of business at [Client Address] ("Client"), and

[Contractor Name], a [Contractor Entity Type, e.g., Sole Proprietorship] with its principal place of business at [Contractor Address] ("Contractor").

Contact Information:

Client:

• Address: [Client Address]
• Email: [Client Email]
• Phone: [Client Phone]

Contractor:

• Address: [Contractor Address]
• Email: [Contractor Email]
• Phone: [Contractor Phone]

1. Scope of Services

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

• [Description of Services] including but not limited to expertise in [Areas of Expertise, e.g., Management, Strategy, IT, Operations, Marketing].
• Service Deliverables: [List of Deliverables, e.g., Reports, Analyses, Presentations, Software Code].
• Timeline: [Project Start Date] to [Project End Date]
• Milestones:
  • Milestone 1: [Milestone 1 Description], Completion Date: [Date]
  • Milestone 2: [Milestone 2 Description], Completion Date: [Date]
  • Milestone 3: [Milestone 3 Description], Completion Date: [Date]
• Client Cooperation Requirements: The Client will provide the Contractor with access to [Information, Resources, Personnel] necessary to perform the Services.
• Metrics for Success/Completion: [Describe how success will be measured, e.g., Increased Sales by X%, Completion of Project Y].

2. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in [County Name, e.g., New York County], New York.

3. Compensation

The Client shall compensate the Contractor as follows:

• Option A: Hourly Rate
  • Rate: [Hourly Rate] per hour.
  • Billing Frequency: [Billing Frequency, e.g., Bi-weekly, Monthly].
• Option B: Project-Based Fee
  • Fee: [Total Project Fee] for the entire project.
  • Payment Schedule: [Payment Schedule, e.g., 50% upon commencement, 50% upon completion].
• Option C: Retainer
  • Retainer Amount: [Retainer Amount] per [Time Period, e.g., month].
  • Scope of Retainer: [Description of Services Covered by Retainer].
• Minimum Service Quantities (if applicable): [Specify Minimum Hours or Deliverables].
• Invoicing Details: The Contractor will submit invoices to the Client at [Invoice Submission Email/Address]. Invoices must include [Required Information, e.g., Date, Invoice Number, Description of Services, Hours Worked].
• Due Dates: Invoices are due within [Number] days of receipt.
• Late Payment Charges: Late payments will be subject to a late fee of [Percentage]% per month.
• Expense Reimbursement: The Client will reimburse the Contractor for reasonable and pre-approved expenses. All expenses must be documented with receipts.
• Tax Compliance: The Contractor is responsible for all applicable federal, state, and local taxes, including self-employment taxes. The Client will issue a 1099-NEC to the Contractor if required by law.

4. Independent Contractor Status

The Contractor is an independent contractor and not an employee, partner, agent, or joint venturer of the Client. The Contractor is solely responsible for all licensing, insurance, payroll taxes, unemployment insurance, benefits, and all related withholdings. The Client will not direct or control the means or methods by which the Contractor performs the Services.

5. Business Registration and Licensing

The Contractor is responsible for obtaining and maintaining all necessary business registrations, licenses, and permits required to perform the Services in New York State. [Specify any required licenses related to the type of consulting, e.g., Professional Engineer License if offering engineering services].

6. Place of Service Delivery and Data Security

• Option A: Remote Work
  • The Contractor will perform the Services remotely from [Contractor's Location].
• Option B: Client Site
  • The Contractor will perform the Services at the Client's premises located at [Client Address].
• Option C: Combination
  • The Contractor will perform the services both remotely and at the Client's premises as needed.
• On-Site Access Requirements: [Specify requirements for accessing the Client's premises, e.g., security protocols, badge access].
• Use of Client Tools/Networks: [Specify rules for using Client's tools and networks].
• Data Security: The Contractor will comply with all applicable data security policies and procedures of the Client and New York privacy laws, including the New York SHIELD Act. The Contractor shall implement and maintain reasonable security measures to protect the confidentiality, integrity, and availability of Client data.

7. Intellectual Property

• Ownership of Work Product: The Client shall own all right, title, and interest in and to the work product created by the Contractor in connection with the Services, including all intellectual property rights.
• Contractor's Background IP: The Contractor retains ownership of any pre-existing intellectual property that is incorporated into the work product.
• License Grant: The Contractor grants to the Client a [License Type, e.g., perpetual, irrevocable, non-exclusive] license to use the Contractor's pre-existing intellectual property solely to the extent necessary to use the work product.
• Transfer of Documentation: Upon completion of the Services, the Contractor will provide the Client with all documentation and login credentials necessary to access and use the work product.

8. Confidentiality

The Contractor agrees to hold confidential all confidential information of the Client, including but not limited to [Examples of Confidential Information, e.g., trade secrets, customer lists, financial information]. The Contractor will not disclose or use such confidential information for any purpose other than to perform the Services under this Agreement. These obligations will continue [Number] years after the termination of this Agreement. This clause is intended to comply with New York trade secret law.

9. Non-Solicitation and Non-Circumvention

The Contractor agrees not to solicit or attempt to solicit any employees or customers of the Client for a period of [Number] years following the termination of this Agreement. This restriction applies to the geographic area of [Geographic Area, e.g., New York State]. The Contractor agrees not to circumvent the Client by directly engaging with the Client's customers or vendors without the Client's prior written consent.

10. Insurance

The Contractor shall maintain the following insurance coverage:

• Professional Liability Insurance: [Amount] per occurrence.
• General Liability Insurance: [Amount] per occurrence.
• Workers Compensation Insurance: As required by New York law if Contractor has employees.
• Cyber Liability Insurance: [Amount] per occurrence (if applicable, based on services).

The Contractor will provide the Client with certificates of insurance evidencing such coverage.

11. Conflicts of Interest

The Contractor represents and warrants that it has no conflicts of interest that would prevent it from performing the Services under this Agreement. The Contractor agrees to promptly notify the Client of any potential conflicts of interest that may arise during the term of this Agreement.

12. Subcontracting

The Contractor shall not subcontract any of the Services without the prior written consent of the Client. If subcontracting is permitted, the Contractor shall be responsible for the acts and omissions of its subcontractors. The subcontractor must also comply with the terms of this Agreement.

13. Breach and Default

If either party breaches this Agreement, the non-breaching party may terminate the Agreement upon [Number] days' written notice to the breaching party, provided that the breaching party fails to cure the breach within such period. The Client’s liability shall be limited to [Dollar Amount or formula].

14. Term and Termination

• Term: This Agreement shall commence on [Start Date] and continue until [End Date], unless earlier terminated as provided herein.
• 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 immediately upon written notice if the Contractor breaches this Agreement or engages in misconduct.
  • The Contractor may terminate this agreement for cause immediately upon written notice if the Client breaches this Agreement and such breach is not cured within [Number] days of written notice from the Contractor.
• Effect of Termination: Upon termination, the Contractor shall be entitled to compensation for Services performed up to the date of termination. The contractor will return all Client property and confidential information.

15. Dispute Resolution

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

• Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation.
• Option A: Mediation
  • If negotiation fails, the parties shall submit the dispute to mediation administered by [Mediation Organization, e.g., American Arbitration Association] in [City, State].
• Option B: Arbitration
  • If mediation fails, the parties shall submit the dispute to binding arbitration administered by [Arbitration Organization, e.g., JAMS] in [City, State].
• Waiver of Jury Trial: To the extent permitted by law, the parties waive their right to a jury trial in any legal action or proceeding arising out of or relating to this Agreement.

16. Representations and Warranties

Each party represents and warrants that it has the authority to enter into this Agreement. The Contractor warrants that it will perform the Services in a professional and workmanlike manner and in compliance with all applicable laws and regulations. The Contractor represents and warrants that it is not debarred or excluded from participating in any federal or state programs.

17. Record Keeping and Access

The Contractor shall maintain accurate records of the Services performed under this Agreement for a period of [Number] years. The Client shall have the right to audit the Contractor's records to the extent necessary for regulatory or tax compliance in New York.

18. Assignment

The Contractor may not assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the Client.

19. Force Majeure

Neither party shall be liable for any delay or 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, pandemic, regulatory changes, or natural disasters. The affected party shall notify the other party promptly and shall use commercially reasonable efforts to mitigate the impact of the force majeure event.

20. 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 email with confirmation of receipt to the addresses set forth above.

21. 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.

22. Amendment

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

23. Waiver

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.

24. Severability

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

25. Survivability

The provisions of this Agreement relating to confidentiality, intellectual property, indemnity, and dispute resolution shall survive the termination of this Agreement.

26. Execution in Counterparts

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. Electronic signatures shall have the same force and effect as original signatures.

27. Compliance with Laws

The Contractor shall comply with all applicable federal, state, and local laws and regulations, including anti-bribery, anti-corruption, and equal opportunity statutes.

28. New York City Specific Compliance (If Applicable)

If the Contractor performs work within New York City, the Contractor shall comply with all applicable New York City ordinances, including those relating to workforce anti-discrimination and paid sick leave.

29. Continuing Education and Licensing Obligations

The Contractor shall maintain all required continuing education, licensing, or training obligations imposed by New York State for the relevant consulting profession.

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]