Rhode Island consulting independent contractor agreement template

Rhode Island Consulting Independent Contractor Agreement

This Rhode Island Consulting Independent Contractor Agreement (the "Agreement") is made and entered into as of [Effective Date], by and between:

• [Client Legal Name], a [Client Entity Type] with its principal place of business at [Client Address], hereinafter referred to as "Client," and
• [Contractor Legal Name], a [Contractor Entity Type] with its principal place of business at [Contractor Address], hereinafter referred to as "Contractor."

• WHEREAS, Client desires to engage Contractor to provide consulting services; and
• WHEREAS, Contractor desires to provide such consulting services to Client as an independent contractor.

Now, therefore, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Scope of Services

• Contractor shall provide the following consulting services to Client: [Detailed description of consulting services, including specific business need, service objectives, work process, and expected deliverables. Include measurable criteria.]
• Option A: Services will be performed [On-site at Client's premises / Remotely / Hybrid - describe location and terms].
• Option B: Services will include [Travel to locations - list locations or define travel requirements].
  • The client agrees to reimburse travel expenses pre-approved and consistent with company travel reimbursement policies for travel up to [Dollar amount].
• Option C: Any changes to the scope of services must be agreed upon in writing by both parties.
• Option D: Contractor shall provide Client with progress reports [Frequency: e.g., weekly, monthly].

2. Term and Termination

• This Agreement shall commence on [Start Date] and shall continue until [End Date], unless earlier terminated as provided herein.
• Option A: Either party may terminate this Agreement upon [Number] days written notice to the other party.
• Option B: Client may terminate this Agreement immediately if Contractor breaches any material term of this Agreement.
• Option C: Contractor may terminate this Agreement immediately if Client fails to pay any amounts due under this Agreement within [Number] days of the due date.
• Option D: In the event of termination, Contractor shall deliver to Client all work product and confidential information in Contractor's possession or control.

3. Compensation

• Client shall pay Contractor for the services rendered as follows: [Detailed description of compensation: e.g., hourly rate, project fee, retainer fee, including exact payment amounts or formulas.]
• Option A: Contractor shall invoice Client [Frequency: e.g., weekly, monthly].
• Option B: Client shall pay Contractor within [Number] days of receipt of invoice.
• Option C: Client shall reimburse Contractor for pre-approved expenses, subject to submission of receipts.
• Option D: All payments are exclusive of applicable Rhode Island taxes, which are the responsibility of [Contractor/Client – specify party responsible for sales/use tax if applicable].

4. Independent Contractor Status

Contractor is an independent contractor and not an employee, partner, or agent of Client. Nothing in this Agreement shall be construed as creating an employer-employee relationship between Client and Contractor. Contractor is solely responsible for all payroll taxes, workers' compensation insurance, unemployment benefits, and other similar obligations.

Contractor agrees to indemnify and hold Client harmless from any and all claims, losses, or liabilities arising out of or relating to Contractor's status as an independent contractor.

5. Confidentiality

Contractor agrees to maintain the confidentiality of all Client information, including but not limited to [Define types of confidential information]. Contractor's obligations in this section extend to following all breach notification obligations per R.I. Gen. Laws § 11-49.3.

• Option A: Contractor shall not disclose any Client information to any third party without Client's prior written consent.
• Option B: Upon termination of this Agreement, Contractor shall return to Client all confidential information in Contractor's possession or control.
• Option C: This confidentiality obligation shall survive the termination of this Agreement.

6. Intellectual Property

All intellectual property rights in the work product created by Contractor under this Agreement shall be owned by [Client/Contractor – specify ownership].

• Option A: Contractor grants Client a non-exclusive license to use Contractor's pre-existing intellectual property to the extent necessary to use the work product.
• Option B: Upon termination of this Agreement, Contractor shall transfer to Client all intellectual property rights in the work product.

7. Non-Competition/Non-Solicitation

During the term of this Agreement and for a period of [Number] months following the termination of this Agreement, Contractor shall not, directly or indirectly, compete with Client or solicit Client's employees or customers within [Geographic Area].

• Option A: This non-competition/non-solicitation clause shall only apply to [Specific industry or service].
• Option B: This non-competition/non-solicitation clause is subject to Rhode Island law and shall be interpreted accordingly.

8. Insurance

Contractor shall maintain the following insurance policies: [List required insurance policies, e.g., professional liability, general liability, cyber liability]. Client may require proof of Rhode Island-compliant coverage.

• Option A: Client shall be named as an additional insured on Contractor's [General Liability/Other] insurance policy.
• Option B: Contractor shall provide Client with a certificate of insurance upon request.

9. Representations and Warranties

Each party represents and warrants that it has the authority to enter into this Agreement and that it is not subject to any legal impediments that would prevent it from performing its obligations under this Agreement.

• Option A: Contractor warrants that it has the necessary skills and experience to perform the services.
• Option B: Contractor warrants that the services will be performed in a professional and workmanlike manner.
• Option C: Contractor warrants compliance with all applicable local, state and federal laws, including data privacy.

10. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

• Option A: Oral modifications of this Agreement are not binding.

11. Limitation of Liability

Client's liability for any claims arising out of or relating to this Agreement shall be limited to the amount paid to Contractor under this Agreement.

• Option A: Neither party shall be liable for consequential, incidental, or punitive damages.

12. Indemnification

Contractor shall indemnify and hold Client harmless from any and all claims, losses, or liabilities arising out of or relating to Contractor's negligence, gross misconduct, or willful breach of this Agreement.

13. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through mediation in Providence, Rhode Island. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.

• Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island.
• Option B: Venue for any legal action shall be in the state courts of Rhode Island.

14. 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.

15. Severability

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

16. Force Majeure

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

17. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

18. 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.

19. Exhibits

• The following Exhibits are attached to and incorporated into this agreement:
  • Exhibit A: [Detailed Statement of Work]
  • Exhibit B: [Schedule of Rates and Expenses]
  • Exhibit C: [Reporting and Acceptance Templates]

20. Rhode Island Law Compliance

Contractor shall comply with all applicable Rhode Island laws and regulations, including but not limited to Rhode Island Department of Revenue requirements and Rhode Island Secretary of State business compliance filings.

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]