Oregon consulting independent contractor agreement template

Oregon Consulting Independent Contractor Agreement

This Consulting Independent Contractor Agreement—Oregon is made and entered into as of [Date], by and between:

• [Client Legal Name], whose principal place of business is at [Client Address], and if a registered entity in Oregon, its state registration number is [Client Registration Number], and its taxpayer identification number is [Client TIN] (hereinafter "Client"), and
• [Contractor Legal Name], whose principal place of business is at [Contractor Address], and if a registered entity in Oregon, its state registration number is [Contractor Registration Number], and its taxpayer identification number is [Contractor TIN] (hereinafter "Contractor").

Description of Services

• Option A: The Contractor shall provide the following consulting services to the Client: [Detailed description of services, scope of work, deliverables, measurable outcomes, reporting requirements, milestones, and project phases].
• Option B: The Contractor shall perform strategic analysis and advice. Deliverables include a strategic plan and implementation roadmap. Measurable outcomes include [Specific Metrics]. Reporting requirements: weekly progress reports and monthly meetings.

Term and Termination

• Option A: The term of this Agreement shall commence on [Start Date] and shall continue until [End Date].
• Option B: This Agreement shall commence on [Start Date] and continue until the completion of the project, estimated to be [Estimated Completion Date].
• Option A: This Agreement may be terminated by either party upon [Number] days written notice to the other party.
• Option B: Client may terminate at any time without cause, upon two weeks’ written notice to Contractor. Contractor may terminate only upon Client’s material breach of this Agreement, and 30 days’ written notice to Client with opportunity to cure the breach.

Work Location and Modality

• Option A: Services shall be performed remotely.
• Option B: Services shall be performed on-site at Client's location at [Client Address].
• Option C: Services shall be performed both remotely and on-site as required.
• Option A: Client will provide Contractor with access to [Client Resources].
• Option B: Contractor is responsible for providing all necessary tools and resources to perform the services. Contractor will comply with all applicable Oregon data security laws, including the Oregon Consumer Identity Theft Protection Act.

Ownership and Intellectual Property

• Option A: All work product created by Contractor under this Agreement shall be owned by Client.
• Option B: Contractor retains ownership of all pre-existing intellectual property. Client receives a non-exclusive license to use work product created under this Agreement.
• Option A: Contractor agrees to assign all rights, title, and interest in the work product to the Client.
• Option B: Contractor retains ownership with Client having right to use.

Compensation

• Option A: Client shall pay Contractor at an hourly rate of [Hourly Rate].
• Option B: Client shall pay Contractor a fixed fee of [Fixed Fee] for the completion of the project.
• Option C: Client shall pay Contractor according to the milestones set forth in Exhibit A, attached hereto.
• Option A: Contractor shall submit invoices to Client on a [Frequency] basis.
• Option B: Payment shall be made within [Number] days of receipt of invoice.
• Option C: Payment method will be [Payment Method].
• Contractor is responsible for collecting and remitting all applicable Oregon state and local business taxes and for maintaining all required business licenses. Contractor will submit a W-9 form to Client prior to any payment being made.

Independent Contractor Status

• It is the express intention of the parties that Contractor is an independent contractor as defined by Oregon Revised Statutes (ORS) 670.600.
• Contractor is solely responsible for all self-employment taxes, withholdings, unemployment, and workers' compensation coverage. Contractor shall carry worker’s compensation insurance, if required by Oregon law, if they have employees.
• No employer-employee relationship is created by this agreement.
• Contractor is not eligible for any Client benefits.
• Contractor must maintain active registration with the Oregon Secretary of State and current business licenses, if required.

Confidentiality

• Option A: Contractor agrees to hold all Client confidential information in strict confidence.
• Option B: Confidential information includes, but is not limited to, [List of Confidential Information].
• Contractor acknowledges Oregon’s public records exceptions apply where relevant.
• Contractor shall not disclose confidential information to any third party.
• This obligation survives the termination of this Agreement.

Warranties

• Contractor warrants that services will be performed in a professional and workmanlike manner in accordance with Oregon industry practice.
• Contractor warrants they have the required expertise.
• Limitation on Warranties: EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, CONTRACTOR MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Liability and Indemnification

• Contractor shall be responsible for errors, omissions, professional negligence or misrepresentation.
• Contractor agrees to indemnify Client for costs, damages, and third-party claims arising from Contractor’s services, to the extent consistent with Oregon public policy.
• Contractor shall maintain professional liability insurance in the amount of [Dollar Amount].
• Contractor shall provide evidence of insurance upon request.
• Client named as additional insured.

Dispute Resolution

• Option A: Any dispute shall be resolved through negotiation, then mediation conducted in Oregon.
• Option B: Any dispute shall be resolved through arbitration conducted in Oregon.
• Oregon law shall govern this Agreement.
• Jurisdiction shall be in the state courts of Oregon.

Termination

• Option A: This Agreement shall automatically expire on [Expiration Date].
• Option B: Either party may terminate this agreement for cause.
• Option C: Client may terminate for convenience.
• Required advance written notice: [Number] days.
• Contractor shall provide transition assistance upon termination.
• Final payments shall be made within [Number] days of termination.
• Contractor shall return or destroy Client property and data upon termination.

Conflict of Interest

• Contractor shall disclose any actual or potential conflicts of interest.
• Contractor shall provide ongoing notification of any conflicts that may arise.

Assignment and Subconsulting

• Contractor may not assign or subcontract any part of the work without the prior written consent of the Client.
• All subcontractors must comply with Oregon contractor laws.

Compliance with Laws

• Contractor shall comply with all applicable Oregon state and local laws and regulations.
• If handling third-party personal data, Contractor must comply with GDPR/CCPA.

Debarment

Contractor is not debarred or ineligible for public contracting in Oregon.

Amendment

This Agreement may be amended only in writing and signed by both parties.

Notice

All notices shall be in writing and delivered to the addresses listed above.

Force Majeure

Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control.

Entire Agreement

This Agreement constitutes the entire agreement between the parties.

Severability

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

Anti-Discrimination

Contractor shall comply with all Oregon anti-discrimination and equal opportunity laws.

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

[Client Legal Name]

By: [Client Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Name]

Title: [Contractor Title]