West Virginia consulting independent contractor agreement template

West Virginia Consulting Independent Contractor Agreement

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

[Client Legal Name], a [Client Entity Type] with its principal place of business at [Client Address], hereinafter referred to as "Client", and

[Contractor Legal Name], an independent contractor with its principal place of business/residence at [Contractor Address], and West Virginia Business Registration Number (if applicable): [Contractor WV Business Registration Number], hereinafter referred to as "Contractor".

Description of Consulting Services

Option A: The Contractor shall provide the following consulting services to the Client: [Detailed Description of Services]. This includes, but is not limited to: [Specific Deliverables List]. The methodology to be used is: [Methodology Description]. Performance standards are: [Performance Standards].

Option B: Contractor will provide strategic advisory services, business analysis, and process improvement consulting services related to [Sector-Specific Consulting Area].

Service Period

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 continue for a period of [Number] months, unless sooner terminated as provided herein.

Working hours and deadlines are as follows: [Detailed Schedule]. Onsite meetings in West Virginia will be held at [Specific Location] and travel requirements are: [Travel Requirements].

Compensation

Option A: (Fixed-Fee) The Client shall pay the Contractor a fixed fee of [Dollar Amount] for the Services.

Option B: (Hourly) The Client shall pay the Contractor at an hourly rate of [Dollar Amount] per hour for the Services.

Option C: (Retainer) The Client shall pay the Contractor a retainer of [Dollar Amount] per month.

Option D: (Milestone-Based) The Client shall pay the Contractor according to the following milestones: [Milestone 1: Dollar Amount], [Milestone 2: Dollar Amount], etc.

Payment Schedule: [Payment Schedule]. Acceptable payment methods: [Payment Methods]. Invoicing procedures and frequency: [Invoicing Procedures]. Contractor is responsible for all applicable federal, state, and local West Virginia taxes. Reimbursement for pre-approved expenses: [Expense Reimbursement Policy]. Late payment interest: [Interest Rate].

Ownership of Work Product

Option A: All work product, reports, analysis, and materials delivered by the Contractor to the Client shall be the sole and exclusive property of the Client, including all intellectual property rights therein, excluding any pre-existing Contractor intellectual property.

Option B: Client owns all intellectual property created during the provision of services, excluding Contractor’s generic know-how.

Confidentiality

Option A: The Contractor agrees to hold all confidential information of the Client in strict confidence and not to disclose such information to any third party. Confidential information includes, but is not limited to: [List of Confidential Information]. This obligation shall continue for a period of [Number] years after the termination of this Agreement.

Option B: Contractor agrees to protect Client’s business information, proprietary data, client lists, and development plans as confidential.

Non-Competition/Non-Solicitation

Option A: During the term of this Agreement and for a period of [Number] months thereafter, the Contractor shall not, directly or indirectly, engage in any business that is competitive with the business of the Client within a [Specific Geographic Area in West Virginia].

Option B: During the term of this Agreement and for a period of [Number] months thereafter, the Contractor shall not solicit or attempt to solicit any employees or customers of the Client.

Option C: (No Non-Compete/Non-Solicitation) There are no non-compete or non-solicitation restrictions in this Agreement.

Independent Contractor Status

The Contractor is an independent contractor and is not an employee, partner, or joint venturer of the Client. No employment relationship, benefits, workers' compensation, or unemployment benefits arise from this arrangement. The Contractor is solely responsible for their own insurance, taxes, filings, and compliance with state and federal self-employment requirements.

Business Registration and Licensing

The Contractor represents and warrants that they possess all necessary business registrations, professional licenses, or local West Virginia permits required to perform the Services. If required: [Specify Licenses and Permits].

Liability and Indemnification

The Contractor shall indemnify and hold harmless the Client from and against any and all claims, damages, or losses arising out of the Contractor's negligence or breach of this Agreement. The Contractor's liability shall be limited to [Dollar Amount]. Contractor shall maintain professional liability insurance with minimum coverage of [Dollar Amount].

Breach of Contract

Breach of contract includes failure to deliver, missed deadlines, unsatisfactory output, violations of confidentiality, or misuse of client data. Remedies for breach: [Specific Remedies]. Pre-termination cure period: [Number] days.

Termination

Option A: This Agreement may be terminated by either party upon [Number] days written notice to the other party.

Option B: This Agreement may be terminated by the Client for cause if the Contractor breaches this Agreement.

Option C: This Agreement terminates on [End Date].

Upon termination, the Contractor shall return all confidential materials to the Client. Final payment upon termination: [Terms of Final Payment]. Transition or handover process: [Handover Process Description].

Data Security and Privacy

The Contractor shall comply with all applicable West Virginia privacy laws and federal data security standards. Specific requirements for handling client digital files: [Data Handling Requirements]. Breach notification requirements: [Breach Notification Procedure].

Dispute Resolution

Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation. If negotiation fails, the parties agree to submit to [Mediation/Arbitration] in [City, West Virginia] under the rules of [Arbitration Provider, e.g., AAA]. This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia. Exclusive jurisdiction and venue shall be in the state or federal courts located in [County Name], West Virginia.

Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to natural disasters, government action, or other events specific to West Virginia. Notification requirements: [Notification Procedure].

Subcontracting

The Contractor shall not subcontract any of the Services without the prior written consent of the Client. The Contractor is responsible for payment and compliance of any subcontractors.

Compliance with Laws

The Contractor shall comply with all applicable federal, state, and local laws, including but not limited to the West Virginia Consumer Credit and Protection Act.

Entire Agreement

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

Amendment

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

Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

Severability

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

Electronic Signatures

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 valid in accordance with the West Virginia Uniform Electronic Transactions Act.

Notices

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 with confirmation of delivery to the addresses set forth above.

Client Notice Email: [Client Email Address]

Contractor Notice Email: [Contractor Email Address]

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

[Client Legal Name]

By: [Client Authorized Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Contractor Legal Name]

By: [Contractor Signature]

Name: [Contractor Printed Name]