North Carolina consulting independent contractor agreement template

North Carolina Consulting Independent Contractor Agreement

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

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

and

[Contractor Name], a [Contractor Type, e.g., Limited Liability Company] with its principal place of business at [Contractor Address], Phone: [Contractor Phone], Email: [Contractor Email] ("Contractor").

1. Services

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

Option A: Detailed description of the services: [Description of Services]. This includes, but is not limited to:

• Scope of Work: [Scope of Work Details]
• Deliverables: [List of Deliverables]
• Work Product Standards: [Work Product Standards]
• Analysis Methods: [Analysis Methods]
• Planned Outcomes: [Planned Outcomes]
• Reporting and Feedback Mechanisms: [Reporting Mechanisms]
• Key Milestones: [Key Milestones]
• Project Duration: [Project Duration]
• Scheduled Progress Meetings: [Meeting Schedule]

Option B: General description of services: The Contractor shall provide consulting services as described in Exhibit A attached hereto.

2. Term

This Agreement shall commence on [Start Date] and shall continue until [End Date]. All deadlines are referenced to [Time Zone].

• Option A: Task-Specific Timelines: The timeline for each task is described in Exhibit B.
• Option B: Project Extensions: Any project extension must be agreed upon in writing by both parties.
• Option C: Force Majeure: Neither party shall be liable for delays due to acts of God, war, government regulation, or other causes beyond their reasonable control, consistent with North Carolina law.

3. Work Location

The services will be performed:

• Option A: Fully Remotely.
• Option B: On-Site at [Client Address].
  • On-Site Access Protocols: [Protocols, e.g., Background Check Required]
  • Client-Furnished Equipment: [List of Equipment]
  • North Carolina COVID-Related Policies: [COVID Policies]
• Option C: Hybrid: [Describe hybrid arrangement]

4. Fees and Payment

Client shall pay Contractor as follows:

• Option A: Hourly Rate: [Hourly Rate] per hour, for an estimated total of [Estimated Hours] hours.
• Option B: Per Project: A fixed fee of [Fixed Fee] for the completion of the project.
  • Milestone Payments: [Milestone Payment Schedule]
• Option C: Retainer: [Retainer Fee] per [Time Period, e.g., month].

Invoices shall be submitted [Invoice Submission Procedure].

Required documentation for invoices: [Required Documentation].

Reimbursement for approved business expenses: [Expense Reimbursement Policy].

Applicable North Carolina state and local taxes are the responsibility of the Contractor.

Tax Reporting: Client will issue IRS Form 1099 to Contractor if required.

Late Payment: A late payment fee of [Interest Rate]% per month will be charged on overdue invoices, not exceeding the maximum permissible rate under North Carolina law.

5. Independent Contractor Status

Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of Client. No employee benefits will be provided. Contractor is responsible for all tax filings, insurance (including workers' compensation waiver, if applicable under North Carolina G.S. §97-13(c)), licensure, and other legal obligations. The parties agree to North Carolina’s standards for independent contractor classification, referencing NCGS §95-25.24.

6. Intellectual Property

• Option A: Work product shall be owned by the Client upon payment.
• Option B: Contractor retains ownership of work product, granting Client a license to use it. [Licensing Terms].
• Background IP: Contractor retains all rights to its pre-existing intellectual property.
• Pre-Existing Materials: [Terms for use of pre-existing materials]

7. Confidentiality and Non-Disclosure

Contractor shall maintain the confidentiality of all Client information, consistent with North Carolina's Trade Secrets Protection Act. Post-termination, Contractor shall return or destroy all Client documents as directed.

8. Conflict of Interest and Non-Competition

• Option A: Contractor shall not engage in any activities that conflict with the interests of Client.
• Option B: Non-Competition: During the term of this agreement and for [Duration] after termination, Contractor shall not compete with Client within [Geographic Scope], limited to activities involving [Restricted Activities], acknowledging North Carolina's scrutiny of restrictive covenants.

9. Representations and Warranties

Both parties represent and warrant that they have the authority to enter into this Agreement and are in compliance with all applicable North Carolina laws.

10. Insurance

• Option A: Contractor shall maintain [Insurance Type, e.g., general liability] insurance with coverage limits of [Coverage Amount].
• Option B: Contractor shall maintain professional liability insurance with coverage limits of [Coverage Amount].
• Client to be listed as additional insured: [Yes/No].
• Proof of Insurance: Contractor shall provide proof of insurance upon request.

11. Changes to Services

Any changes to the scope of services or deliverables must be agreed upon in writing by both parties. Fee adjustments or timeline changes will be handled as follows: [Process for Fee/Timeline Adjustments].

12. Liability and Indemnification

Contractor shall be responsible for damages caused by breach, negligence, or non-performance. Contractor shall indemnify Client against claims arising from Contractor's work. The limitation of liability shall be [Cap on Damages], excluding gross negligence or willful misconduct.

13. Termination

• Option A: Either party may terminate this agreement with [Number] days written notice.
• Option B: Termination for Breach: Client may terminate for cause if Contractor breaches this Agreement and fails to cure the breach within [Number] days of written notice.
• Payment for services rendered through termination: [Payment Terms].
• Return of Proprietary Property: Contractor shall return all Client property upon termination.

14. Force Majeure

Neither party shall be liable for delays due to events beyond their control, consistent with North Carolina law. Notification requirements: [Notification Requirements].

15. Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of North Carolina. Venue shall be in [County Name] County, North Carolina. Disputes shall be resolved through negotiation, then mediation or arbitration through a North Carolina ADR provider, before litigation.

16. Entire Agreement and Severability

This Agreement constitutes the entire understanding of the parties. If any provision is deemed invalid, the remaining provisions shall remain in effect under North Carolina law.

17. Non-Solicitation

During the term of this agreement and for [Duration] after termination, Contractor shall not solicit Client's employees or clients, within the limitations enforced under North Carolina law.

18. Communications and Notices

Official communications shall be sent by [Method, e.g., email] to the addresses listed above. Record retention parameters: [Retention Period].

19. Record-Keeping and Audit

Contractor shall maintain records as required by [Specific Regulations, e.g., industry standards]. Client has the right to inspect records related to the services.

20. Subcontracting

• Option A: Contractor may not subcontract any duties without prior written approval from Client.
• Option B: Contractor may subcontract duties, provided all subcontractors are bound by the same confidentiality and compliance obligations. Client approval is required: [Approval Required].

21. Assignment

Neither party may assign this Agreement without prior written consent.

22. Compliance with Laws

Contractor shall comply with all applicable North Carolina and federal laws.

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

____________________________
[Client Authorized Representative Name]
[Client Title]
[Date]

____________________________
[Contractor Name]
[Contractor Title]
[Date]