Pennsylvania consulting independent contractor agreement template

Pennsylvania Consulting Independent Contractor Agreement

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

• [Client Name], with a principal place of business at [Client Address] ("Client"), and
• [Consultant Name], with a principal place of business at [Consultant Address] ("Consultant").

1. Scope of Consulting Services

• Option A: Consultant shall provide the following consulting services to Client: [Description of Services]. This includes:
  • Project Timeline: [Start Date] to [End Date]
  • Specific Deliverables: [List of Deliverables], meeting the following quantitative standards: [Quantitative Standards], and the following qualitative standards: [Qualitative Standards].
  • Key Milestones: [List of Milestones]
  • Interim Reporting Requirements: [Reporting Frequency], reports shall include [Report Content].
  • Client Review and Acceptance: Client shall have [Number] days to review and accept deliverables. Acceptance criteria: [Acceptance Criteria].
• Option B: Consultant shall provide consulting services as described in Exhibit A, attached hereto and incorporated herein.

2. Location of Service, Access and Resources

• Option A: Services shall be performed:
  • On-site at [Client Location]
  • Off-site at [Consultant Location]
  • Remotely.
• Option B: Services will be performed in a hybrid manner:
  • [Percentage]% on-site and [Percentage]% off-site.
• Access to Client Systems/Premises:
  • Consultant will be granted access to the following systems: [List of Systems].
  • Consultant will adhere to client security protocols: [Description of Security Protocols].
• Use of Resources:
  • Consultant will use Client's resources, including [List of Resources].
  • Consultant will use Consultant's own resources.
• Handling of Proprietary Information On-Site:
  • Consultant agrees to follow all Client policies regarding proprietary information.

3. Service Fees and Payment

• Option A: Consultant shall be compensated at a rate of [Dollar Amount] per hour for services rendered.
• Option B: Consultant shall be paid a fixed fee of [Dollar Amount] for the completion of the services described in Section 1.
• Option C: Consultant shall be paid a retainer of [Dollar Amount] per month.
• Option D: Consultant shall be compensated on a milestone basis as follows:
  • Milestone 1: [Description]: [Dollar Amount]
  • Milestone 2: [Description]: [Dollar Amount]
• Payment Terms:
  • Invoices shall be submitted [Frequency] to [Invoice Recipient].
  • Payment is due [Number] days from the date of invoice.
  • Late Payment Interest: Interest will accrue at the rate of [Percentage]% per annum, consistent with Pennsylvania law.
• Reimbursement of Expenses:
  • Allowable expenses: [List of Allowable Expenses].
  • Expenses must be pre-approved by [Name/Title].
  • Expense reports must be submitted with receipts.
• Taxes:
  • Consultant is solely responsible for all applicable Pennsylvania state and local taxes, as well as federal income, payroll, and self-employment taxes.

4. Work Product Ownership and Intellectual Property

• Option A: Client shall own all right, title, and interest in and to all work product created by Consultant in connection with the services provided under this Agreement.
• Option B: Consultant shall retain ownership of all pre-existing materials. Client shall have a license to use the pre-existing materials incorporated into the work product.
• Intellectual Property:
  • Any inventions, discoveries, or other intellectual property developed during the course of this Agreement shall be owned by [Client/Consultant].
  • Consultant grants to Client a [Type of License] license to use the Consultant's pre-existing intellectual property incorporated into the work product.
• Confidentiality and Non-Disclosure:
  • Consultant agrees to protect Client's confidential information under the Pennsylvania Uniform Trade Secrets Act.
  • Consultant shall not disclose any confidential information to any third party without Client's prior written consent.
  • Consultant agrees to comply with all applicable data privacy laws and regulations, including those specific to Pennsylvania.

5. Independent Contractor Relationship

• Consultant is an independent contractor and not an employee of Client.
• Consultant is not eligible for any employee benefits from Client.
• Consultant is responsible for acquiring their own insurance, including general liability, professional liability, and workers' compensation (if required).
• Consultant is responsible for obtaining all necessary business licenses and complying with all applicable federal and Pennsylvania-specific employment tax and unemployment insurance regulations.

6. Non-Exclusivity and Non-Solicitation

• Consultant has the right to perform services for other clients.
• Option A: Non-Compete: Consultant agrees not to compete with Client within [Geographic Area] for a period of [Number] years after termination of this agreement, subject to the reasonableness standards under Pennsylvania law.
• Non-Solicitation: Consultant agrees not to solicit Client's employees or customers for a period of [Number] years after termination of this agreement.
• Non-Poaching: Consultant agrees not to solicit Client's employees.

7. Breach of Contract and Indemnification

• Breach of Contract: Material breach includes [Examples of Material Breach].
• Indemnification: Consultant shall indemnify Client for losses arising from Consultant's actions or omissions, professional errors, data breaches, or unauthorized disclosure, except to the extent caused by client's own negligence or willful misconduct.
• Claims Notification: Client shall notify Consultant of any claims promptly.
• Insurance Coverage: Consultant maintains [Description of Insurance Coverage], including [Limits of Liability].

8. Amendment, Assignment, and Compliance

• Amendment: This agreement may be amended only by a written instrument signed by both parties.
• Assignment: Consultant may not assign this agreement without Client's prior written consent.
• Subcontracting: Consultant may not subcontract services without Client's prior written consent.
• Compliance: Consultant shall comply with all industry-specific Pennsylvania regulations relevant to the consulting field.

9. Termination

• Term: This agreement shall commence on [Start Date] and shall continue until [End Date], unless earlier terminated as provided herein.
• Mutual Termination: Either party may terminate this agreement upon [Number] days written notice to the other party.
• Termination for Cause: Client may terminate this agreement immediately for cause, including breach of contract, non-performance, or fraud.
• Effects of Termination: Upon termination, Consultant shall deliver all work product to Client.
• Return of Materials: Upon termination, Consultant shall return all Client-provided materials and data.

10. Dispute Resolution

• Negotiation: The parties agree to first attempt to resolve any disputes through good faith negotiation.
• Mediation: If negotiation fails, the parties agree to submit to mediation in [City, Pennsylvania].
• Arbitration: If mediation fails, the parties agree to binding arbitration in accordance with the rules of the American Arbitration Association.
• Governing Law and Venue: This agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania. Exclusive venue for any disputes shall be in the state or federal courts located in [City, Pennsylvania].

11. Compliance with Laws

• Consultant shall comply with all applicable Pennsylvania and federal laws impacting independent contractors. This includes business registration regulations and anti-discrimination statutes.
• Consultant shall comply with the Pennsylvania Construction Workplace Misclassification Act if relevant.

12. General Provisions

• Interpretation: The language of this agreement shall be interpreted fairly and reasonably.
• Severability: If any provision of this agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Entire Agreement: This agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Execution: 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 be deemed original signatures.

13. Records Retention and Client Policies

• Records Retention: Consultant shall maintain records of services provided for audit compliance for a period of [Number] years.
• Client Policies: Consultant agrees to follow the Client's policies and codes of conduct as provided.

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]

Contact Information:

Phone: [Client Phone Number]

Email: [Client Email Address]

[Consultant Name]

By: [Consultant Signature]

Name: [Consultant Printed Name]

Title: [Consultant Title]

Contact Information:

Phone: [Consultant Phone Number]

Email: [Consultant Email Address]