South Carolina consulting independent contractor agreement template

South Carolina Consulting Independent Contractor Agreement

This Consulting Independent Contractor Agreement (the "Agreement") is made and entered into as of this [Date] by and between [Client Legal Name], located at [Client Address], with phone number [Client Phone Number] and email [Client Email] ("Client"), and [Consultant Legal Name], located at [Consultant Address], with phone number [Consultant Phone Number] and email [Consultant Email] ("Consultant").

1. Consulting Services

Option A: Consultant shall provide the following consulting services to Client (the "Services"): [Detailed description of services, scope of work, project objectives, methodologies, expected outcomes, deliverables, KPIs, timelines, benchmarks, and reporting frequency].

Option B: Consultant shall provide consulting services as described in Exhibit A, attached hereto and incorporated by reference.

Option C: Consulting Services will be defined and agreed upon in individual Statements of Work (SOWs), each incorporated by reference into this Agreement. Each SOW will specify the scope, deliverables, timeline, and compensation for that specific project.

2. Location of Services and Resources

Option A: Services will be performed primarily on-site at Client's premises located at [Client Address]. Client will provide Consultant with [list client-furnished resources, workspace access, use of equipment].

Option B: Services will be performed remotely. Consultant is responsible for providing all necessary equipment and resources.

Option C: Services will be performed both on-site and remotely as required for project completion. Expectations for travel, workspace access, and equipment usage will be detailed in the SOW.

Consultant shall return all Client property upon termination of this Agreement.

3. Compensation

Option A: Client shall pay Consultant at an hourly rate of [Dollar amount] per hour. Consultant will submit invoices [Frequency, e.g., bi-weekly] with detailed documentation of hours worked.

Option B: Client shall pay Consultant a fixed fee of [Dollar amount] for the complete performance of the Services described in Section 1.

Option C: Client shall pay Consultant according to the milestone-based payment schedule outlined in Exhibit B, attached hereto and incorporated by reference.

Payment Schedule: [Explicit Payment Schedule]

Invoicing Requirements: [Specific Invoice Information, e.g., Date, Client PO Number, Description of Services, Total Due]

South Carolina Sales Tax: Consultant is responsible for all applicable South Carolina sales tax obligations, if any.

Expense Reimbursement: Client will reimburse Consultant for pre-approved reasonable expenses, including travel and materials, upon submission of receipts.

Late Payment Penalties: Late payments will incur a penalty of [Percentage or fixed amount] per month.

Invoice Submission: Invoices shall be submitted [Electronically/Physically] to [Invoice Submission Address].

4. Ownership and Intellectual Property

Option A: All work products, reports, and intellectual property created by Consultant in connection with the Services (the "Work Product") shall be the sole and exclusive property of Client. Consultant hereby assigns all right, title, and interest in the Work Product to Client, including all copyrights.

Option B: Consultant retains ownership of pre-existing intellectual property. All new intellectual property created during this engagement shall be jointly owned.

Option C: All materials provided by Client to Consultant shall remain the property of the Client.

Consultant may use or reference the Work Product in their portfolio with Client's prior written consent.

Consultant shall return all confidential information to Client upon termination.

5. Confidentiality

Consultant agrees to hold Client's confidential information in strict confidence and not to disclose it to any third party. Confidential information includes, but is not limited to, [Define Scope of Confidential Information].

Exclusions: This obligation does not apply to information that is already publicly available, rightfully received from a third party, or independently developed by Consultant.

Duration: This confidentiality obligation shall survive the termination of this Agreement for a period of [Number] years.

Remedies for Breach: Client shall be entitled to injunctive relief and monetary damages for any breach of this confidentiality provision.

Consultant shall securely handle and destroy all confidential materials upon termination of this Agreement. Compliance will follow all South Carolina trade secret protection laws.

6. Independent Contractor Status

Consultant is an independent contractor and not an employee, partner, agent, or representative of Client. This Agreement does not constitute an offer of employment.

Consultant is solely responsible for all federal and South Carolina state income taxes, self-employment taxes (FICA/FUTA), quarterly estimated payments, and state business licensing.

Consultant is responsible for providing workers' compensation coverage if required by South Carolina law.

Consultant is responsible for providing their own health insurance.

Consultant shall not make any commitments or representations on behalf of Client.

Client is not responsible for providing Consultant with any employee benefits, retirement plans, unemployment insurance, or payroll withholding.

7. Non-Solicitation

Option A: During the term of this Agreement and for a period of [Number] months following termination, Consultant shall not solicit Client's employees or customers.

Option B: This section intentionally left blank.

8. Non-Competition (Carefully Consider Applicability and Enforceability under SC Law)

Option A: During the term of this Agreement and for a period of [Number] months following termination, Consultant shall not engage in any consulting activities that directly compete with Client's business within [Geographic area]. This is limited to [Specific consulting activities].

Option B: This section intentionally left blank.

9. Liability and Indemnification

Consultant shall be liable for damages caused by its negligence or willful misconduct.

Consultant shall indemnify Client against any third-party claims arising from Consultant's work, including intellectual property infringement or professional negligence.

Limitation of Liability: Client's liability under this agreement shall not exceed the total amount paid to Consultant under this agreement.

10. Breach and Remedies

Events of Default: Failure to perform the Services as agreed, breach of confidentiality, or violation of the non-solicitation or non-compete provisions shall constitute a breach of this Agreement.

Cure Period: The breaching party shall have [Number] days to cure the breach after written notice.

Remedies: Client shall be entitled to monetary damages, injunctive relief, or termination of this Agreement for breach.

11. Termination

Term: This Agreement shall commence on the Effective Date and continue for a term of [Number] [Days, Months, Years].

Termination for Convenience: Either party may terminate this Agreement upon [Number] days' written notice.

Termination for Cause: Client may terminate this Agreement immediately for cause, including breach of confidentiality, negligence, or failure to perform the Services.

Pro-rata Compensation: Upon termination, Consultant shall be compensated for Services performed up to the date of termination.

Post-Termination Duties: Consultant shall promptly hand-off all materials and information to Client and cooperate in the transition of the Services.

12. Dispute Resolution

The parties agree to first attempt to resolve any disputes through direct negotiation.

If negotiation fails, the parties agree to submit the dispute to mediation in [City, State].

If mediation fails, the parties may pursue legal action in the courts of [County] County, South Carolina.

Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of South Carolina.

Venue: The venue for any legal action shall be in [County] County, South Carolina.

13. Compliance with Laws

Consultant shall comply with all applicable federal and South Carolina state laws, including the South Carolina Consulting Act.

Consultant shall comply with all applicable professional licensing requirements in South Carolina.

Consultant shall comply with all applicable export control and data privacy obligations.

14. Insurance

Consultant shall maintain professional liability (E&O) insurance with minimum policy limits of [Dollar amount].

Consultant shall maintain workers' compensation insurance as required by South Carolina law (if applicable).

Consultant shall maintain general liability insurance with minimum policy limits of [Dollar amount].

Consultant shall provide Client with evidence of insurance upon request.

15. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to unforeseeable events beyond its reasonable control, including acts of God, war, or government regulations.

16. Contract Modification

This Agreement may be modified only by a written amendment signed by both parties.

17. Assignment and Subcontracting

Consultant shall not assign or subcontract its obligations under this Agreement without Client's prior written consent.

18. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

19. Severability

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

20. Waiver

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

21. Interpretation

This Agreement shall be interpreted in accordance with the laws of the State of South Carolina.

22. Signatures

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.

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

[Client Legal Name]

By: [Client Printed Name]

Title: [Client Title]

[Consultant Legal Name]

By: [Consultant Printed Name]

Title: [Consultant Title]