Texas consulting independent contractor agreement template

Texas Consulting Independent Contractor Agreement

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

[Client Name], a [Client Entity Type] with its principal place of business at [Client Address], Phone: [Client Phone], Email: [Client Email] (the "Client"),

and

[Contractor Name], a [Contractor Entity Type] with its principal place of business at [Contractor Address], Phone: [Contractor Phone], Email: [Contractor Email] (the "Contractor").

1. Scope of Services

The Contractor agrees to provide the following consulting services to the Client (the "Services"):

Option A: Strategic Consulting: [Detailed Description of Strategic Consulting Services]

Option B: Operational Consulting: [Detailed Description of Operational Consulting Services]

Option C: Management Consulting: [Detailed Description of Management Consulting Services]

Option D: Expert Advisory Services: [Detailed Description of Expert Advisory Services]

The Services shall include, but are not limited to:

[List Deliverables with Acceptance Criteria]

[Timeline and Milestones]

[Reporting Schedule]

[Expected Outcomes/Business Goals]

2. Work Location and Client Support

The Services shall be performed:

Option A: Remotely.

Option B: At the Client's premises located at [Client Address].

Option C: At a mutually agreed upon location.

The Client shall provide the following support to the Contractor:

[List Client Support Obligations, Resource Access, Security Clearance, Equipment/Software]

3. Compensation and Payment

The Client shall compensate the Contractor as follows:

Option A: Fixed Fee: [Fixed Fee Amount] for the complete performance of the Services.

Option B: Hourly Rate: [Hourly Rate] per hour of work performed.

Option C: Retainer: [Retainer Amount] per [Frequency, e.g., month], credited against hours worked or deliverables achieved.

Option D: Milestone-Based Payment: [Payment Schedule Tied to Milestones]

Option E: Deliverable-Based Payment: [Payment Schedule Tied to Deliverables]

Payment terms:

Invoices shall be submitted [Invoicing Frequency, e.g., monthly] with detailed supporting documentation.

Payment is due [Number] days from the date of invoice.

Expenses: [Reimbursement Policy for Pre-Approved Expenses]

Texas Taxes: The Contractor is solely responsible for all applicable Texas taxes, including sales and use tax (if applicable) and self-employment tax.

Late Payment: Late payments shall accrue interest at the rate of [Interest Rate]% per month, or the maximum rate permitted by Texas law, whichever is lower.

4. Ownership and Intellectual Property

Option A: All work product and intellectual property created by the Contractor as a result of the Services shall be exclusively owned by the Client. The Contractor agrees to assign all rights, title, and interest in such work product and intellectual property to the Client.

Option B: Contractor retains ownership of pre-existing intellectual property. The Client will own new works. License of new works provided to contractor for internal use only.

Contractor Obligations:

[Obligations to Assign or License IP]

[Carve-Outs for Pre-Existing Contractor-Owned IP]

[Limitations on Post-Contract Use]

5. Confidentiality

The Contractor agrees to hold all confidential information of the Client in strict confidence.

[Data Security Measures]

[Requirements for Safeguarding Trade Secrets per the Texas Uniform Trade Secrets Act]

[Third-Party Data Sharing Prohibitions]

[Data Breach Notification Procedures]

[Consequences of Confidentiality Breaches]

6. Independent Contractor Status

The Contractor is an independent contractor and not an employee, agent, or partner of the Client.

The Contractor is solely responsible for all federal and Texas state taxes, including self-employment tax, gross receipts, and franchise tax (if applicable).

The Contractor has sole control over the methods, tools, and scheduling of the Services.

The Contractor may serve other clients. [Exclusivity Clause, if applicable]

7. Representations and Warranties

The Contractor represents and warrants that:

The Contractor is qualified to perform the Services.

The Contractor has the legal authority to enter into this Agreement.

[Valid Business Entity Status, if applicable]

The Contractor is in compliance with all applicable licensing and regulatory requirements specific to the consulting field in Texas.

The work product will be original and non-infringing.

8. Insurance

The Contractor shall maintain the following insurance coverage:

General liability insurance with a minimum limit of [Amount].

Professional (errors and omissions) insurance with a minimum limit of [Amount].

[Cybersecurity or Data Breach Coverage, if applicable]

The Contractor shall provide the Client with certificates of insurance upon request.

9. Liability and Indemnification

The Contractor shall be liable for:

[Allocation of Liability for Damages]

[Acts of Negligence or Willful Misconduct]

[Indemnity for Third-Party Claims]

[Contractor's Liability Caps and Carve-Outs]

10. Non-Solicitation and Non-Competition

Non-Solicitation: The Contractor agrees not to solicit the Client's employees or clients for a period of [Duration] following the termination of this Agreement.

Non-Competition: [A narrowly tailored non-compete clause consistent with Texas enforceability standards – limited in scope, duration, and geography. Only include if necessary.]

11. Term and Termination

The term of this Agreement shall commence on [Start Date] and shall continue until [End Date].

Option A: Auto-renewal for [Duration] unless either party provides written notice of termination [Number] days prior to the end of the term.

Option B: No auto-renewal.

Termination:

Either party may terminate this Agreement with [Number] days' written notice.

The Client may terminate this Agreement immediately for material breach or statutory violations by the Contractor.

[Calculation of Final Settlements]

[Partial Payments for Completed Deliverables]

[Post-Termination Obligations, including Delivery of Work Product and Return of Client Property]

12. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved as follows:

Escalation to [Designated Contact Person/Position].

Direct negotiation between the parties.

Formal mediation in [City, Texas].

Binding arbitration in accordance with Texas law in [County, Texas].

Texas law shall govern the interpretation and enforcement of this Agreement.

13. General Provisions

Force Majeure: [Standard Force Majeure Clause]

Waiver: [Standard Waiver Clause]

Severability: [Standard Severability Clause]

Notice: All notices shall be in writing and delivered by [Acceptable Methods, e.g., email, certified mail] to the addresses set forth above.

Amendments: Any amendments to this Agreement must be in writing and signed by both parties.

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

Assignment: The Contractor may not assign this Agreement without the written consent of the Client. [Subcontracting Restrictions]

Compliance with Laws: The Contractor shall comply with all applicable Texas and federal laws.

14. Texas Specific Compliance

The Contractor represents and warrants that:

[Business Entity Registration with the Texas Secretary of State, if applicable]

[Maintenance of all Permits and Licenses]

[Registration for Texas State Sales/Use Tax Collection, if necessary]

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

____________________________

[Client Name]

____________________________

[Contractor Name]