North Dakota consulting independent contractor agreement template

North Dakota Consulting Independent Contractor Agreement

This North Dakota Consulting Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date], by and between [Client Legal Name], located at [Client Address] (“Client”), and [Contractor Legal Name], located at [Contractor Address] (“Contractor”).

1. Services

• Option A: Contractor shall provide the following consulting services to Client: [Detailed Description of Consulting Services, including Deliverables, Service Standards, Project Phases, Acceptance Criteria, and Deadlines].
• Option B: Contractor shall perform the services described in Exhibit A attached hereto and incorporated herein by reference.
• The scope of services is expressly limited to those described above and does not include [List of Excluded Services].

2. Location of Services

• Option A: The services will be performed remotely.
• Option B: The services will be performed at Client's facility located at [Client Facility Address].
• Option C: The services will be performed at both remotely and at the Client's facility located at [Client Facility Address]. Travel to Client facilities in North Dakota [is/is not] required.
  • If travel is required, Client will reimburse Contractor for reasonable expenses in accordance with [Client’s Travel Policy, or Fixed Per Diem Amount].

3. Compensation

• Option A: Contractor shall be paid at an hourly rate of [Hourly Rate] per hour.
• Option B: Contractor shall be paid a fixed fee of [Fixed Fee Amount] for the completion of the services described in Section 1.
• Option C: Contractor shall be paid a retainer of [Retainer Amount] per [Month/Quarter/Year].
• Option D: Contractor shall be paid based on the achievement of milestones as follows: [Description of Milestones and Payment Amounts].
• Payment shall be made within [Number] days of receipt of a valid invoice from Contractor. Contractor is responsible for all North Dakota and federal self-employment and business taxes, including any applicable sales tax on consulting services in North Dakota. Client will pay invoices via [Electronic Payment/Check].

4. Tax Responsibilities

Contractor will provide Client with a completed IRS Form W-9. Contractor is solely responsible for paying all applicable federal and North Dakota income taxes, self-employment taxes, and any other taxes related to payments received under this Agreement. Contractor is not eligible for unemployment or workers' compensation benefits through Client.

5. Expenses

• Option A: Client will reimburse Contractor for pre-approved reasonable expenses, including [List of Reimbursable Expenses], up to a maximum of [Expense Limit].
• Option B: Client will not reimburse Contractor for any expenses.
• All expense reimbursements require submission of supporting documentation within [Number] days of incurring the expense.

6. Intellectual Property

• Option A: All work product, reports, analyses, and intellectual property created by Contractor in connection with the services provided under this Agreement shall be owned by Client and considered “work made for hire.”
• Option B: Contractor shall retain ownership of all intellectual property, granting Client a non-exclusive, perpetual, irrevocable license to use the work product for Client's internal business purposes.

7. Confidentiality

Contractor agrees to hold all confidential information of Client in strict confidence and not to disclose such information to any third party. Confidential information includes, but is not limited to, [Definition of Confidential Information]. This obligation of confidentiality shall continue for [Number] years following the termination of this Agreement. Permitted disclosures include those required by law, including North Dakota law, with prompt notice to Client.

8. Non-Solicitation

During the term of this Agreement and for a period of [Number] months following its termination, Contractor shall not solicit, recruit, or hire any employee of Client, nor shall Contractor solicit any client of Client.

9. Non-Compete

Contractor agrees that during the term of this agreement and for a period of [number] months following the termination of this agreement, they will not compete with Client in the following manner [Description of Non-Compete Activities]. This clause is intended to be reasonable and necessary to protect Client's legitimate business interests, recognizing North Dakota's restrictions on non-compete agreements.

10. Independent Contractor Status

Contractor is an independent contractor and not an employee of Client. Contractor is solely responsible for all taxes, insurance (including general liability and professional liability, if applicable), workers' compensation (if carried), and employee benefits.

11. Indemnification

Contractor shall indemnify and hold harmless Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with Contractor’s negligent acts or omissions in the performance of this Agreement. Client shall indemnify and hold harmless Contractor from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with Client’s negligent acts or omissions in connection with this Agreement. Contractor shall maintain a minimum of [Dollar Amount] in liability insurance coverage.

12. Performance Expectations

Contractor warrants that the services provided under this Agreement will be performed in a professional and workmanlike manner, consistent with industry standards in North Dakota. Contractor shall correct any defective work or omissions at no additional cost to Client.

13. Reporting and Communication

Contractor shall provide Client with regular status reports [Frequency of Reports]. Update meetings will be held [Frequency and Method of Meetings]. Contractor shall maintain consulting logs or documentation as required by [Client/Regulatory Requirements].

14. Termination

• Option A: This Agreement shall terminate upon the completion of the services described in Section 1.
• Option B: Either party may terminate this Agreement for convenience upon [Number] days’ written notice to the other party.
• Option C: Client may terminate this Agreement immediately upon written notice if Contractor materially breaches this Agreement.
• Upon termination, Contractor shall deliver to Client all completed and in-progress work. Client shall pay Contractor for services performed up to the date of termination.

15. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through informal negotiation. If the dispute cannot be resolved through negotiation, the parties agree to submit the dispute to mediation or binding arbitration in [City/County], North Dakota. This Agreement shall be governed by and construed in accordance with the laws of the State of North Dakota. The parties waive any right to a jury trial.

16. Compliance with Laws

Contractor shall comply with all applicable North Dakota laws, including those related to business operation, registration with the North Dakota Secretary of State, and any relevant state and local licensing regulations.

17. Data Protection

Contractor shall comply with all applicable data protection laws and regulations, including any North Dakota-specific privacy or data breach notification requirements, if accessing client or customer data.

18. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement due to events beyond its reasonable control, including severe weather, flooding, or energy disruptions prevalent in North Dakota. The affected party shall provide prompt notice to the other party and shall resume performance as soon as reasonably possible.

19. Assignment and Subcontracting

Contractor shall not assign this Agreement or subcontract any portion of the services without the prior written consent of Client.

20. Recordkeeping and Audit

Contractor shall maintain accurate records of all services performed and expenses incurred under this Agreement for a period of [Number] years. These records shall be subject to audit by Client or regulatory authorities as required under North Dakota law.

21. Amendments

Any amendment to this Agreement must be in writing and signed by both parties.

22. Representations and Warranties

Contractor represents and warrants that it has the necessary expertise, authority, and legal right to provide the services under this Agreement and that there are no conflicts of interest under North Dakota ethics standards.

23. Severability

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

24. 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.

25. 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 under the North Dakota Uniform Electronic Transactions Act.

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

[Client Legal Name]

By: [Client Signature]

[Client Printed Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Signature]

[Contractor Printed Name]

Title: [Contractor Title]