Utah consulting independent contractor agreement template

Utah Consulting Independent Contractor Agreement

This Utah Consulting Independent Contractor Agreement (the “Agreement”) is made and effective as of [Effective Date], by and between:

• [Client Legal Name], located at [Client Address], (“Client”), and
• [Contractor Legal Name], located at [Contractor Address], (“Contractor”).

1. Scope of Services

• Option A: Contractor shall provide the following consulting services to Client: [Detailed description of consulting services, deliverables, objectives, methods, deadlines, and industry expertise required].
• Option B: Contractor shall provide consulting services as described in Exhibit A, attached hereto and incorporated herein.
• Option C: Services will consist of business process improvement focused on [Specific Area of Improvement] and delivered through [Deliverable Examples: strategic analysis, software implementation, staff training, etc.].

2. Service Location

• Option A: Services shall be performed primarily at Contractor’s location.
• Option B: Services shall be performed primarily at Client’s Utah-based office located at [Client Address].
• Option C: Services will be performed remotely with required on-site meetings at Client’s office in [City, Utah]. Travel to other locations may be required with Client’s prior written consent and reimbursement for reasonable expenses.

3. Compensation

• Option A: Client shall pay Contractor at an hourly rate of [Hourly Rate] per hour for all services performed. Contractor will submit invoices bi-weekly.
• Option B: Client shall pay Contractor a fixed fee of [Project Fee] for the completion of the services outlined in Section 1. Payment will be made according to the following schedule: [Payment Schedule].
• Option C: Payment will be per deliverable as follows: [List of deliverables and associated payment amounts].
• Option D: Late payments will accrue interest at a rate of [Interest Rate]% per month, or the maximum rate allowed under Utah law, whichever is less.
• Option E: All applicable Utah sales tax, if any, will be added to invoices.

4. Independent Contractor Status

• Option A: Contractor is an independent contractor and not an employee, partner, agent, or joint venturer of Client. Nothing in this Agreement shall be construed to create an employment relationship. Contractor is solely responsible for all federal, state, and local taxes, including self-employment taxes, worker's compensation insurance, and any required Utah state license fees.
• Option B: Contractor acknowledges that they are not entitled to any employee benefits, including but not limited to health insurance, paid time off, or retirement plans.

5. Intellectual Property

• Option A: All deliverables, reports, analysis, and other materials produced by Contractor in connection with the services shall be the sole property of Client.
• Option B: Client grants Contractor a limited license to use Client’s intellectual property solely for the purpose of performing the services under this Agreement.
• Option C: Upon termination of this Agreement, Contractor shall promptly return or destroy all Client property and confidential information in Contractor's possession.

6. Confidentiality

• Option A: Contractor shall maintain the confidentiality of all Client information, including but not limited to private business information, client lists, and financial data.
• Option B: Contractor shall not disclose any Client information to any third party without Client’s prior written consent.
• Option C: This confidentiality obligation shall survive the termination of this Agreement. Contractor will comply with the Utah Data Privacy Act, where applicable.

7. Indemnification

• Option A: Contractor shall indemnify and hold Client harmless from any and all claims, damages, liabilities, costs, and expenses arising out of or relating to Contractor’s breach of this Agreement, negligence, or violation of law.
• Option B: Client shall not be liable for any consequential, incidental, indirect, special, or punitive damages arising out of or relating to this Agreement.
• Option C: Contractor will maintain professional liability insurance with coverage of no less than [Dollar Amount] per claim and [Dollar Amount] in the aggregate.

8. Non-Solicitation/Non-Competition

• Option A: During the term of this Agreement and for a period of [Number] months following termination, Contractor shall not solicit, directly or indirectly, any of Client's employees or clients.
• Option B: During the term of this Agreement and for a period of [Number] months following termination, Contractor shall not engage in any business that competes with Client within a [Geographic Radius] radius of Client’s principal place of business in Utah.
• Option C: The provisions of this section are intended to be enforceable under Utah law and shall be interpreted accordingly.

9. Dispute Resolution

• Option A: Any dispute arising out of or relating to this Agreement shall be resolved through mediation in Salt Lake City, Utah.
• Option B: If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the Utah Uniform Arbitration Act.
• Option C: This Agreement shall be governed by and construed in accordance with the laws of the State of Utah, without regard to its conflict of laws principles. The exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be the state and federal courts located in Salt Lake County, Utah.

10. Termination

• 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 for cause, including but not limited to Contractor’s breach of this Agreement or unsatisfactory performance.
• Option C: Upon termination, Contractor shall be entitled to payment for all services performed up to the date of termination. All work-in-progress will be handled as follows: [Process for work-in-progress, including compensation].

11. Compliance

Contractor shall comply with all applicable federal and Utah state laws, regulations, and licensing requirements in performing the services under this Agreement.

12. Required Documentation and Reporting

• Option A: Contractor shall provide Client with weekly written progress reports.
• Option B: Deliverables are subject to Client's acceptance, which will be provided within [Number] days of delivery. Changes to deliverables will be handled as follows: [Process for requesting and implementing changes].
• Option C: Contractor will maintain accurate records of time spent on projects and provide documentation upon request.

13. Amendment, Assignment, and Force Majeure

• Option A: This Agreement may be amended only by a written instrument signed by both parties.
• Option B: Contractor may not assign or subcontract any of its rights or obligations under this Agreement without Client’s prior written consent.
• Option C: 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 but not limited to acts of God, war, terrorism, or government regulation specific to Utah.

14. Entire Agreement

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

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

____________________________

[Client Legal Name]

By: [Client Representative Name]

Title: [Client Representative Title]

____________________________

[Contractor Legal Name]

By: [Contractor Representative Name]

Title: [Contractor Representative Title]