Washington consulting independent contractor agreement template

Washington Consulting Independent Contractor Agreement

This Washington Consulting Independent Contractor Agreement (the "Agreement") is made and entered into as of [Date], by and between [Client Full Legal Name], located at [Client Address] ("Client"), and [Contractor Full 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, including specific activities, deliverables, measurable terms, milestones, and timelines].

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

Contractor shall provide regular progress reports to Client, as follows: [Reporting Frequency and Method].

2. Term and Termination

Option A: This Agreement shall commence on [Start Date] and shall continue until [End Date].

Option B: This Agreement shall commence on [Start Date] and shall continue until the completion of the services described in Section 1.

Either party may terminate this Agreement upon [Number] days written notice to the other party.

Client may terminate this Agreement immediately if Contractor breaches any material provision of this Agreement.

Contractor may terminate this agreement immediately if Client fails to pay undisputed invoices within [Number] days of receipt.

Upon termination, Contractor shall deliver all work product to Client.

3. Compensation

Option A: Client shall pay Contractor at an hourly rate of [Dollar Amount] per hour for services rendered.

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

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

Contractor shall submit invoices to Client on a [Frequency, e.g., weekly, bi-weekly, monthly] basis.

Client shall pay Contractor within [Number] days of receipt of a valid invoice.

Reimbursement of documented business expenses is [Included/Excluded], as specified in Exhibit C.

4. Independent Contractor Status

Contractor is an independent contractor and not an employee of Client. Nothing in this Agreement shall be construed to create an employment relationship, partnership, joint venture, or agency relationship between the parties.

Contractor is solely responsible for all federal, Washington State, and local taxes, including but not limited to self-employment taxes, business and occupation (B&O) taxes, and any other applicable taxes or licenses.

Contractor warrants that they possess all required business licenses and professional certifications mandated in Washington for the services provided under this Agreement, as required by Washington Department of Revenue.

Contractor acknowledges that this Agreement does not provide entitlement to Client employee benefits, including insurance, paid leave, or retirement contributions.

The parties acknowledge Washington Revised Code of Washington (RCW) 49.17.020 and RCW 51.08.195 (if applicable) regarding independent contractor status.

5. Intellectual Property

Option A: All work product created by Contractor in connection with this Agreement shall be owned by Client. Contractor hereby assigns all right, title, and interest in and to such work product to Client.

Option B: Contractor shall retain ownership of all pre-existing intellectual property. Client shall have a license to use any such pre-existing intellectual property incorporated into the work product.

Client shall retain all ownership of pre-existing intellectual property. Contractor shall not use Client's intellectual property for any purpose other than performing the services under this agreement.

Contractor shall not disclose or use any of Client's confidential information without Client's prior written consent.

This section is subject to Washington's trade secrets law (RCW 19.108).

6. Confidentiality

Contractor shall hold all Client information in strict confidence and shall not disclose such information to any third party without Client's prior written consent.

This obligation of confidentiality shall continue [Number] years after the termination of this Agreement.

Contractor shall comply with all applicable Washington consumer data regulations, including the Washington Privacy Act (if applicable).

Upon termination of this Agreement, Contractor shall promptly return or destroy all Client confidential information.

7. Non-Solicitation and Non-Competition

Option A: Contractor shall not, during the term of this Agreement and for a period of [Number] months thereafter, solicit any employees or clients of Client within [Geographic Area].

Option B: (No Non-Solicitation/Non-Competition Clause) This Agreement does not include any non-solicitation or non-competition provisions.

The parties acknowledge Washington's non-compete statute, RCW 49.62. The parties agree this clause will be interpreted narrowly, if at all, and agree either party should seek independent legal review to ensure this clause is not overbroad.

8. Liability and Indemnification

Contractor shall perform the services under this Agreement in a professional and workmanlike manner, consistent with industry standards.

Contractor shall maintain [Type and Amount] of liability insurance coverage.

Contractor shall indemnify and hold Client harmless from any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to Contractor's performance of the services under this Agreement, except to the extent caused by Client's negligence or willful misconduct.

9. Dispute Resolution

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

Any dispute arising out of or relating to this Agreement shall be resolved through negotiation, mediation, and, if necessary, binding arbitration or litigation in the courts of Washington State.

Mediation shall occur in [City, Washington] using a mediation service agreed upon by both parties.

10. Compliance with Laws

Contractor shall comply with all applicable federal, Washington State, and local laws, rules, and regulations in performing the services under this Agreement, including but not limited to wage/hour laws, anti-discrimination laws, cybersecurity regulations, and data privacy laws.

11. Conflicts of Interest

Contractor may perform services for other clients, provided that such services do not create a conflict of interest with Client's business and that Contractor maintains the confidentiality of Client's information.

Contractor shall disclose any potential conflicts of interest to Client as soon as they become aware of them.

12. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, fire, floods, earthquakes, strikes, lockouts, or governmental regulations.

13. 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, or sent by email to the addresses set forth above.

14. 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.

15. Amendment

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

16. Severability

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

17. Assignment

Neither party may assign this Agreement without the prior written consent of the other party.

18. Records Retention/Regulatory Compliance

Contractor shall maintain accurate records of all services performed and expenses incurred under this Agreement in compliance with Washington law.

19. Authority

Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement.

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

[Client Full Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Full Legal Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]

Title: [Contractor Title]