Tennessee consulting independent contractor agreement template

Tennessee Consulting Independent Contractor Agreement

This Tennessee Consulting Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date], by and between:

[Client Name], a [Client Business Entity Type (e.g., corporation)] organized and existing under the laws of the State of Tennessee, with its principal place of business at [Client Address], telephone number [Client Phone Number], and email address [Client Email Address] (“Client”); and

[Contractor Name], a [Contractor Business Entity Type (e.g., sole proprietorship, LLC)] organized and existing under the laws of the State of Tennessee (if applicable, registration number: [Registration Number]), with its principal place of business at [Contractor Address], telephone number [Contractor Phone Number], and email address [Contractor Email Address] (“Contractor”).

1. Services

Contractor agrees to provide the following consulting services to Client:

• Option A: Detailed Description of Services: [Detailed description of services, including specific tasks, deliverables, and methodologies. Include service categories, expected methodologies, goals of engagement, deliverable definitions, project phases or key milestones, reporting formats, frequency, and deadlines for each major service component, and requirements for meetings or progress updates. Be specific.]
• Option B: General Description of Services: [General description of services, referencing a separate Statement of Work or Exhibit A for details.]
• Performance Standards: Contractor will perform the services to the best of their ability, meeting the following standards: [Objective criteria relevant to consulting, including quality benchmarks, documentation requirements, and communication protocols.]
• Service Location:
  • Option A: Client Site: [Client Address in Tennessee]. Conditions for on-site work: [Conditions for on-site work, travel expectations within Tennessee, expense reimbursement, and client support obligations for onsite access or facilities.]
  • Option B: Contractor's Office: [Contractor Address].
  • Option C: Remote Work.
• Equipment and Software:
  • Option A: Contractor will use their own equipment and software.
  • Option B: Client will provide equipment and software.
  • Intellectual Property Use: Contractor will use the following intellectual property: [List of Contractor's intellectual property used. Detail any Tennessee-specific data privacy, cybersecurity, or confidentiality standards (including adherence to state-level or client-specific compliance sensitivities and data disposal procedures)]

2. Compensation

Client will compensate Contractor as follows:

• Option A: Fixed Fee: [Dollar Amount] for the completion of the services described in Section 1.
• Option B: Hourly Rate: [Dollar Amount] per hour.
• Option C: Retainer: [Dollar Amount] per [Time Period].
• Option D: Milestone-Based Payments: Payment Schedule: [Detailed payment schedule, including milestones and corresponding payments.]
• Invoicing: Contractor will submit invoices [Frequency] to [Client Contact Person] at [Client Email Address].
• Payment Terms: Client will pay invoices within [Number] days of receipt.
• Tennessee Sales Tax: [State whether Tennessee sales tax applies and who is responsible.]
• Expenses:
  • Option A: Contractor is responsible for all expenses.
  • Option B: Client will reimburse Contractor for pre-approved expenses, subject to [Client's Expense Policy].

3. Intellectual Property

• Option A: Client Ownership: All work product, reports, and materials created by Contractor under this Agreement shall be the sole and exclusive property of Client.
• Option B: Contractor License: Contractor retains ownership of pre-existing materials. Contractor grants Client a [Type of License] license to use Contractor's pre-existing materials. License Back Language: [License-back language tailored to Tennessee law.]

4. Confidentiality

Contractor agrees to hold all Confidential Information of Client in strict confidence and not to disclose it to any third party. Definition of Confidential Information: [Define what constitutes confidential information.] Term of Confidentiality: [Define the term of confidentiality.]

5. Non-Solicitation

Contractor agrees not to solicit any employees or customers of Client for a period of [Number] years following the termination of this Agreement. Scope of Non-Solicitation: [Specific limitations on scope, tailored to Tennessee statutes and narrowly drafted for enforceability.]

6. Non-Compete (If Applicable – Review Carefully Under Tennessee Law)

• Option A: No Non-Compete.
• Option B: Non-Compete Agreement: Contractor agrees not to compete with Client within [Geographic Area] for a period of [Number] years following the termination of this Agreement. Scope of Non-Compete: [Specific limitations on scope, duration, and geography as permitted under Tennessee law.]

7. Independent Contractor Relationship

Contractor is an independent contractor and not an employee, partner, joint venturer, or agent of Client. Contractor is responsible for all taxes, Social Security, workers' compensation, unemployment insurance, and benefits coverage. Indemnification for Misclassification: Contractor agrees to indemnify Client for any claims arising from the misclassification of Contractor as an employee under Tennessee law.

8. Insurance

Contractor shall maintain the following insurance coverage:

• General Liability Insurance: [Dollar Amount] per occurrence.
• Professional Liability/Errors & Omissions Insurance: [Dollar Amount] per claim.
• Certificate of Insurance: Contractor shall provide Client with a certificate of insurance upon request.

9. Breach and Indemnification

In the event of a breach of this Agreement, the non-breaching party shall be entitled to [Remedies available under Tennessee law]. Indemnification: Contractor agrees to indemnify Client from third-party claims arising from the Contractor's acts or omissions.

10. Term and Termination

• Term: This Agreement shall commence on [Start Date] and continue until [End Date].
• Renewal:
  • Option A: This Agreement shall automatically renew for successive [Time Period] terms unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.
  • Option B: This Agreement does not automatically renew.
• Termination: Either party may terminate this Agreement upon [Number] days written notice to the other party. Method of Termination: [Specify method for termination - e.g., certified mail, email].
• Obligations Upon Termination: Upon termination, Contractor shall return all Client property and data, submit a final invoice, and complete any wrap-up tasks.

11. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee. Venue for any dispute shall be in [County Name] County, Tennessee.

12. 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, including acts of God, war, terrorism, civil unrest, or [Tennessee-relevant excused performance triggers such as state-level emergencies].

13. Compliance with Laws

Contractor shall comply with all applicable Tennessee and federal laws, consulting industry standards, and record-keeping requirements.

14. Representations and Warranties

• Contractor warrants that they have the authority to enter into this Agreement.
• Contractor warrants that their services will not infringe on the intellectual property rights of any third party.
• Contractor warrants that they are compliant with all applicable Tennessee licensing requirements (if applicable).

15. Subcontracting

• Option A: Subcontracting is not permitted.
• Option B: Subcontracting is permitted with Client's prior written approval.
• Requirements for Subcontractors: All subcontractors must be qualified under Tennessee law.

16. Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party.

17. Entire Agreement

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

18. Severability

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

19. Amendments

Any amendment to this Agreement must be in writing and signed by both parties.

20. Industry-Specific Issues

• [Include any industry-specific issues relevant to the consulting field, such as compliance with HIPAA, Sarbanes-Oxley if consulting on finance, or technical standards for IT consultants, along with Tennessee state equivalents.]

21. 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 accepted pursuant to Tennessee Code Annotated. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. [Client Name] By: [Client Signature Block] Name: [Client Printed Name] Title: [Client Title] [Contractor Name] By: [Contractor Signature Block] Name: [Contractor Printed Name] Title: [Contractor Title]