South Dakota consulting independent contractor agreement template

South Dakota Consulting Independent Contractor Agreement

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

• [Client Name], located at [Client Address], with a phone number of [Client Phone Number] and an email address of [Client Email Address], and authorized signatory [Client Authorized Signatory] (the "Client"),

and

• [Contractor Name], located at [Contractor Address], with a phone number of [Contractor Phone Number] and an email address of [Contractor Email Address] (the "Independent Contractor").

1. Description of Services

The Independent Contractor agrees to provide the following consulting services to the Client:

• Option A: [Describe the services in detail, including business areas, tasks, responsibilities, project objectives, performance milestones, intermediate deliverables, standards for acceptance, and reporting protocols.]
• Option B: [Alternative description of services.]

The timelines for milestone completion and overall duration of the project are as follows: [Specify timelines.]

2. Method and Location of Services

The services will be provided:

• Option A: On-site at [Client Business Address] in South Dakota.
• Option B: Remotely.
• Option C: Both on-site and remotely, with travel within/outside South Dakota as needed. Expense reimbursement will be subject to Client pre-approval as outlined in Section 4.

3. Materials and Resources

The Client will provide the following materials, resources, and data access to the Independent Contractor: [List materials, resources, and data access.]

The Independent Contractor agrees to protect all data and maintain cybersecurity standards consistent with South Dakota law and Client policies. Upon termination of this Agreement, all materials, resources, and data must be returned or destroyed per Client instructions.

4. Service Fees and Payment

The Client will pay the Independent Contractor as follows:

• Option A: [Hourly rate: $[Rate] per hour.]
• Option B: [Daily rate: $[Rate] per day.]
• Option C: [Project-based fee: $[Total Fee] for the entire project.]
• Option D: [Retainer fee: $[Rate] per month.]

Invoicing cycles and documentation requirements: [Specify invoicing details.]

Payment Schedule: [Specify payment terms, e.g., Net 30.]

Acceptable Payment Methods: [Specify payment methods.]

The Independent Contractor is responsible for all applicable South Dakota sales or services tax obligations. Late payment interest or penalties will be assessed at [Interest Rate]% per month.

5. Expenses and Reimbursement

The following expenses are Client-approved and reimbursable: [List reimbursable expenses.]

Submission deadlines for reimbursement: [Specify deadlines.]

Supporting documentation requirements: [Specify documentation.]

Expenses not listed are excluded unless pre-approved by the Client in writing.

6. Ownership and Intellectual Property

All work product, intellectual property, and consulting deliverables created by the Independent Contractor under this Agreement shall be owned by:

• Option A: The Client. All copyrights are hereby assigned to the Client.
• Option B: The Independent Contractor. The Client shall have a [Specify license type] license to use the work product.

Clarification of ownership of pre-existing materials: [Specify ownership of pre-existing materials.]

7. Confidentiality and Non-Disclosure

The Independent Contractor agrees to hold confidential all Client data, business information, and trade secrets. This obligation extends [Number] years post-contract.

The Independent Contractor also agrees not to circumvent the Client or its existing business relationships.

Exclusions: This clause does not apply to information required to be disclosed by law or applicable whistleblower rights or public policy.

8. Independent Contractor Status

The Independent Contractor is an independent contractor under South Dakota law. The Independent Contractor has autonomy over work methods and hours and is responsible for all federal, South Dakota state, and local tax filings, FICA exclusion, and is not eligible for workers’ compensation. This Agreement does not create an employment, partnership, or agency relationship.

9. Insurance

The Independent Contractor shall maintain general liability insurance and professional liability (E&O) insurance in amounts customary for consultants in South Dakota. Proof of coverage shall be provided to the Client upon request.

10. Compliance with Laws

The Independent Contractor shall comply with all applicable South Dakota and federal laws, including business registration and professional licensing (if required).

11. Performance and Warranties

The Independent Contractor warrants that the services will be performed with reasonable skill and care.

Corrective measures for unsatisfactory performance: [Specify corrective measures.]

Limitations of Liability: [Specify limitations of liability.]

Indemnification: The Independent Contractor shall indemnify the Client against damages arising from the Independent Contractor's gross negligence or willful misconduct, except as limited by South Dakota law.

12. Termination

• Contract Term: The term of this Agreement shall commence on [Start Date] and continue until [End Date], unless sooner terminated.
• Termination for Convenience: Either party may terminate this Agreement upon [Number] days written notice.
• Termination for Cause: The Client may terminate this Agreement immediately for breach, non-payment, or legal non-compliance by the Independent Contractor.

Upon termination, the Independent Contractor shall deliver all remaining work product to the Client. Final payment will be calculated and made within [Number] days of termination.

13. Conflict of Interest and Non-Solicitation

The Independent Contractor agrees not to solicit the Client's employees or clients during and for [Number] months after the term of this Agreement. This clause is subject to South Dakota statutory limitations on restrictive covenants.

14. Dispute Resolution

Any disputes arising under this Agreement shall be resolved as follows:

1. Good faith negotiation.
2. Non-binding mediation in [City, South Dakota].
3. Binding arbitration administered under rules based in South Dakota.

South Dakota law shall govern any judicial proceedings. The parties waive their right to a jury trial to the extent enforceable under South Dakota law.

15. Force Majeure

Neither party shall be liable for delays or failures in performance due to force majeure events as defined under South Dakota law, including natural disasters and government action. The affected party shall provide prompt notice to the other party.

16. Assignment and Subcontracting

The Independent Contractor shall not assign or subcontract any of its obligations under this Agreement without the Client's prior written consent. Any permitted subconsultant agreements must comply with South Dakota law and Client policies.

17. Document Retention and Audit

The Independent Contractor shall retain all documents related to the services provided under this Agreement and allow the Client to audit such documents.

18. Amendment and Waiver

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

19. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions or proposals.

20. Severability

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

21. Notice

All notices under this Agreement shall be in writing and delivered by [Specify acceptable delivery methods, e.g., certified mail, email] to the addresses set forth above.

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

[Client Name]

By: [Client Authorized Signatory]

Title: [Client Title]

[Independent Contractor Name]

By: [Contractor Name]