Oklahoma consulting independent contractor agreement template

Oklahoma Consulting Independent Contractor Agreement

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

• [Client Name], a [Client Entity Type] with its principal place of business at [Client Address], Oklahoma (“Client”)
• [Consultant Name], a [Consultant Entity Type] with its principal place of business at [Consultant Address], Oklahoma (“Consultant”).

1. Consulting Services

The Consultant agrees to provide the following consulting services to the Client (the “Services”):

• Option A: [Description of Consulting Services, e.g., Business Analysis], including deliverables such as [List of Deliverables, e.g., Detailed Reports].
• Option B: [Description of Consulting Services, e.g., Strategy Development], with measurable milestones like [List of Milestones, e.g., Completion of Market Research].
• Option C: [Description of Consulting Services, e.g., Process Improvement], resulting in expected outcomes such as [List of Outcomes, e.g., Increased Efficiency by X%].
• Additional Details: [Detailed Service Timeline].

2. Place of Service & Business Hours

• Option A: The Services shall be performed primarily [On-site at Client's Oklahoma Facility].
• Option B: The Services shall be performed primarily [Remotely].
• Option C: The Services shall be performed using a [Hybrid Model].
• Relevant Business Hours: [Specify Hours, e.g., 9:00 AM to 5:00 PM, Monday to Friday].
• Client Resources: The Client shall provide the Consultant with [List of Resources, e.g., Office Space, Computer Access].

3. Service Fees and Payment

• Option A: The Client shall pay the Consultant at an hourly rate of [Hourly Rate] per hour.
• Option B: The Client shall pay the Consultant a fixed fee of [Project Fee] for the completion of the Services outlined in Section 1.
• Option C: The Client shall pay the Consultant a retainer fee of [Retainer Fee] per [Time Period, e.g., month].
• Payment Schedule: [Detailed Payment Schedule, e.g., Bi-weekly invoices due net 30].
• Expense Reimbursement: The Client shall reimburse the Consultant for reasonable pre-approved expenses, in accordance with the Client's expense reimbursement policy (Exhibit A).
• Oklahoma Taxes: Consultant is responsible for all applicable Oklahoma state and local taxes.
• Late Payment: Late payments shall accrue interest at a rate of [Interest Rate]% per month, or the maximum rate permitted by Oklahoma law, whichever is lower.

4. Ownership of Work Product and Intellectual Property

• Option A: The Client shall own all right, title, and interest in and to all work product, intellectual property, and data generated during the engagement.
• Option B: The Consultant shall retain ownership of pre-existing intellectual property. The Client shall have a license to use the deliverables developed during the agreement.
• Assignment of Rights: Consultant hereby irrevocably assigns to Client all right, title, and interest in the work product.
• Licensing Arrangements: [Specify any Licensing Arrangements].

5. Confidentiality and Non-Disclosure

The Consultant agrees to hold all Confidential Information of the Client in strict confidence and not to disclose such information to any third party. Confidential Information includes, but is not limited to, [List Confidential Information, e.g., Client's financial data, customer lists].

• Scope: This confidentiality obligation applies to all information obtained during the term of this Agreement.
• Duration: This confidentiality obligation shall continue [Duration, e.g., five (5) years] after the termination of this Agreement.
• Permitted Disclosures: Disclosures required by law are permitted, with prior written notice to the Client, where feasible.
• Return of Information: Upon termination of this Agreement, the Consultant shall return or destroy all Confidential Information of the Client.

6. Independent Contractor Status

The parties agree that the Consultant is an independent contractor and not an employee of the Client. This Agreement does not create an employer-employee relationship. The Consultant is solely responsible for all taxes, insurance, and other costs associated with their services, including obtaining workers' compensation insurance waivers where applicable under Oklahoma law. The Consultant is responsible for complying with the Oklahoma Employment Security Act and guidelines from the Oklahoma Tax Commission related to independent contractor classification.

• Mutual Waiver of Benefits: The Consultant acknowledges and agrees that they are not entitled to any employee benefits of the Client.
• Sole Responsibility: Consultant is solely responsible for their own taxes, insurance, licensing and legal compliance under Oklahoma law.

7. Non-Solicitation and Non-Competition (If Applicable)

• Option A: Consultant agrees not to solicit any employees or customers of the Client for a period of [Duration, e.g., one (1) year] following the termination of this Agreement.
• Option B: Consultant agrees not to engage in any business that is directly competitive with the Client's business within [Territory, e.g., Oklahoma County, Oklahoma] for a period of [Duration, e.g., six (6) months] following the termination of this Agreement. This provision is subject to the limitations on restrictive covenants under Oklahoma law.
• Scope: [Detailed Description of Restricted Activities].

8. Subcontracting

• Option A: The Consultant shall not subcontract any of the Services without the prior written consent of the Client.
• Option B: The Consultant may subcontract the Services, provided that any subcontractors agree to be bound by the terms of this Agreement.
• Prior Approval: Client approval is required before engaging any subcontractors.
• Subcontractor Compliance: Consultant shall ensure that all subcontractors comply with the terms of this Agreement.

9. Liability and Indemnification

• Limits of Liability: Consultant's liability under this Agreement shall be limited to the amount of fees paid by the Client to the Consultant under this Agreement.
• Third-Party Claims: Consultant shall be responsible for any claims by third parties arising out of Consultant's performance of the Services.
• Defense Obligations: Consultant shall defend and indemnify the Client from and against any such claims.
• Insurance Minimums: Consultant shall maintain general and professional liability insurance with minimum coverage of [Insurance Amount].
• Indemnity: Consultant shall indemnify the Client against all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from Consultant's negligence or willful misconduct.

10. Term and Termination

• Term: This Agreement shall commence on [Start Date] and shall continue until [End Date].
• Renewal: This Agreement may be renewed for an additional term upon mutual written agreement of the parties.
• Termination for Convenience: Either party may terminate this Agreement for convenience upon [Notice Period, e.g., thirty (30) days] written notice to the other party.
• Termination for Cause: Either party may terminate this Agreement for cause if the other party breaches any material provision of this Agreement.
• Final Payment: Upon termination, the Client shall pay the Consultant for all Services performed up to the date of termination.
• Delivery of Work Product: Upon termination, Consultant shall deliver all work product and Confidential Information to the Client.

11. Dispute Resolution

• Negotiation: The parties shall first attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiations.
• Mediation: If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in [City, Oklahoma].
• Arbitration: Any dispute that cannot be resolved through mediation shall be settled by binding arbitration in [City, Oklahoma] in accordance with the rules of the American Arbitration Association.
• Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Oklahoma. The exclusive jurisdiction for any legal action arising out of this Agreement shall be the state or federal courts located in [County, Oklahoma].

12. Amendments and Notices

• Written Amendments: Any amendments to this Agreement must be in writing and signed by both parties.
• 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, or sent by email to the addresses set forth above.
  • Email: [Client Email Address]; [Consultant Email Address]
  • Mail: [Client Address]; [Consultant Address]

13. Representations and Warranties

• Authority: Each party represents and warrants that it has the full right, power, and authority to enter into this Agreement.
• Compliance: Consultant represents and warrants that it shall comply with all applicable federal, state, and local laws and regulations, including all relevant Oklahoma licensing and regulations.
• Conflicts of Interest: Consultant represents and warrants that its performance under this Agreement will not create any conflicts of interest.
• Accurate Disclosures: Both parties warrant that all business and financial disclosures are accurate and complete.

14. Miscellaneous

• Force Majeure: Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party.
• 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.
• 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.

15. Exhibits

The following exhibits are attached to and incorporated into this Agreement:

• Exhibit A: Expense Reimbursement Policy
• Exhibit B: [List any Other Exhibits, e.g., Insurance Certificate]

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

[Client Name]

By: [Client Authorized Representative Name]

Title: [Client Title]

[Consultant Name]

By: [Consultant Name]

Title: [Consultant Title]