Vermont consulting independent contractor agreement template

Vermont Consulting Independent Contractor Agreement

This Vermont 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 address [Client Email Address] ("Client"),

and

[Contractor Legal Name], located at [Contractor Address], with phone number [Contractor Phone Number], and email address [Contractor Email Address] ("Contractor").

1. Consulting Services

Option A: Contractor shall provide the following consulting services to Client: [Description of Consulting Services]. This includes the following deliverables: [List of Deliverables]. The project will consist of the following phases: [List of Project Phases]. The performance standards are: [List of Performance Standards].

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

Deliverables:

Definition of Deliverables: [Detailed Definition of Deliverables].

Project Phases: [List Project Phases].

Performance Standards: [Specific Performance Standards].

Measurable Outcomes: [Specific Measurable Outcomes].

Timelines: [Project Timelines].

Reporting Obligations: [Frequency and Format of Reporting].

2. Work Location and Resources

Option A: All services will be performed remotely.

Option B: Services will be performed on-site at the Client's premises located at [Client Address]. The Contractor will have access to [Client Resources, e.g., office space, equipment].

Option C: Services will be performed in a hybrid manner, with [Number] days per week performed on-site at [Client Address], and the remainder performed remotely.

Equipment and Materials Supplied:

Client: [List Client-Supplied Equipment/Materials].

Contractor: [List Contractor-Supplied Equipment/Materials].

Permits: [List any necessary Vermont permits/licenses for the Contractor's services].

Special Considerations: [Vermont-Specific Data Handling or Compliance Requirements].

3. Compensation and Payment

Option A: Client shall pay Contractor an hourly rate of [Hourly Rate] per hour.

Option B: Client shall pay Contractor a fixed fee of [Fixed Fee Amount] for the completion of the services outlined in Section 1.

Option C: Client shall pay Contractor according to the milestone schedule set forth in Exhibit B, attached hereto and incorporated by reference.

Payment Intervals: [Payment Frequency, e.g., bi-weekly, monthly].

Invoice Submission: [Method and Deadline for Invoice Submission].

Invoice Approval Process: [Person Responsible for Approval and Approval Timeline].

Late Fees: Late payments may be subject to statutory late fees as permitted by Vermont law.

Sales and Use Tax: Contractor is responsible for any applicable Vermont sales and use tax obligations on consulting services, according to the Vermont Department of Taxes guidance.

4. Expense Reimbursement

Option A: Client shall reimburse Contractor for pre-approved reasonable expenses incurred in the performance of services.

Option B: Client shall not reimburse Contractor for any expenses.

Reimbursement Procedures: [Procedure for submitting expense reports and supporting documentation].

Vermont Per Diem/Mileage Rates: Reimbursement for travel expenses shall be at the Vermont per diem or mileage rates, as applicable.

5. Independent Contractor Status

Contractor is an independent contractor and not an employee, partner, or agent of Client. Client will not be responsible for withholding taxes, providing benefits (including health insurance, retirement plans, or paid time off), or paying workers' compensation insurance on behalf of Contractor. Contractor is solely responsible for all federal and Vermont state tax filings, self-employment taxes, licenses, and insurance.

Workers’ Compensation Exemption: Contractor affirms they are exempt from Vermont workers' compensation requirements, if applicable, and will provide documentation of such exemption to Client.

6. Ownership and Intellectual Property

All work product created by Contractor in connection with the services provided under this Agreement shall be owned by [Client/Contractor/Jointly]. Contractor hereby assigns to Client all right, title, and interest in and to such work product, including all intellectual property rights.

Licensing Provisions (if applicable): [Specify any licensing terms if Contractor retains certain rights].

Non-Disclosure and Data Security: Contractor agrees to comply with Vermont's Uniform Trade Secrets Act and Act 171 for data breaches, and to maintain the confidentiality of Client's confidential information.

Client Property Return: Upon termination of this Agreement, Contractor shall immediately return all Client property and data.

Data Retention Policies: [Specify data retention policies post-termination].

7. Confidentiality and Non-Disclosure

Contractor shall not disclose any confidential information of Client to any third party. This obligation survives the termination of this Agreement.

Definition of Confidential Information: [Detailed Definition of Confidential Information].

Vermont Uniform Trade Secrets Act: This clause is governed by the Vermont Uniform Trade Secrets Act.

8. Non-Competition and Non-Solicitation

Option A: During the term of this Agreement and for a period of [Number] months following the termination of this Agreement, Contractor shall not compete with Client within a [Radius] mile radius of [Client's Location].

Option B: During the term of this Agreement and for a period of [Number] months following the termination of this Agreement, Contractor shall not solicit any employees or clients of Client.

Option C: There are no non-competition or non-solicitation restrictions in this agreement.

Conflict of Interest: Contractor represents and warrants that they do not have any existing conflicts of interest that would prevent them from performing the services under this Agreement.

9. Liability and Indemnification

Contractor shall be liable for any damages caused by Contractor's negligence or willful misconduct.

Contractor shall indemnify and hold harmless Client from any claims, losses, or expenses arising out of Contractor's performance of services under this Agreement.

Standard of Care: Contractor shall provide services consistent with the standard of care expected of professional consultants in Vermont.

10. Subcontracting and Assignment

Contractor shall not subcontract any of the services under this Agreement without the prior written consent of Client.

Contractor shall not assign this Agreement without the prior written consent of Client.

Subcontractor Requirements: Any approved subcontractors must meet all applicable Vermont licensing and regulatory requirements.

11. Term and Termination

This Agreement shall commence on [Start Date] and shall continue until [End Date] unless earlier terminated as provided herein.

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 Contractor's breach of this Agreement or failure to perform the services to Client's reasonable satisfaction.

Option C: Contractor may terminate this agreement immediately if the client breaches the agreement and fails to cure the breach within [Number] days of written notice.

Termination for Legal Non-Compliance: Client may immediately terminate this agreement if the contractor becomes non-compliant with any relevant Vermont or Federal laws.

Exit Obligations: Upon termination, Contractor shall return all Client property and cease all services.

Accelerated Payment: Upon termination by the Client without cause, Contractor shall be entitled to payment for all services completed up to the date of termination.

12. Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation between the parties.

If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in accordance with the Vermont Arbitration Act.

If mediation is unsuccessful, the parties may pursue arbitration or litigation in the Superior Court of Vermont.

Governing Venue: The governing venue for any legal proceedings shall be [County] County, Vermont.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Vermont.

14. Compliance with Laws

Contractor shall comply with all applicable Vermont and federal laws and regulations in performing the services under this Agreement, including any industry-specific laws or certifications relevant to [Specific Consulting Field, e.g., Healthcare, Environmental].

15. Independent Contractor Acknowledgment

Client and Contractor acknowledge that they have considered Vermont's "ABC test" and other relevant factors in determining that Contractor is properly classified as an independent contractor.

Vermont Unemployment and Wage-Hour Tests: Both parties acknowledge that they are familiar with Vermont's criteria for determining independent contractor status under unemployment and wage-hour laws.

16. Insurance

Contractor shall maintain the following insurance coverage:

General Liability: [Coverage Amount].

Professional Liability (Errors & Omissions): [Coverage Amount].

Cyber Liability (if applicable): [Coverage Amount].

Proof of Insurance: Contractor shall provide Client with proof of such insurance coverage upon request.

17. Public Records and Data Privacy (If applicable)

If Client is a public entity, Contractor acknowledges that this Agreement may be subject to public records laws under Vermont law.

Contractor shall comply with all applicable data privacy requirements under Vermont law.

18. Miscellaneous

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

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

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

Amendment: This Agreement may be amended only by a written instrument signed by both parties.

Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by an event of force majeure.

Notice: All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, return receipt requested, or sent by email to the addresses set forth above.

19. Signatures

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

[Client Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]