Wisconsin consulting independent contractor agreement template

Wisconsin Consulting Independent Contractor Agreement

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

• [Client Name], a [Client Business Type] with its principal place of business at [Client Address] ("Client"), and
• [Consultant Name], a [Consultant Business Type] with its principal place of business at [Consultant Address] ("Consultant").

WHEREAS, Client desires to engage Consultant to provide certain consulting services; and

WHEREAS, Consultant desires to provide such consulting services to Client;

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. Consulting Services

• Option A: Consultant shall provide the following consulting services to Client: [Description of Services]. This includes, but is not limited to: [List of specific tasks or advice].
• Option B: Consultant will consult on [Industry Context, e.g., Management Consulting], specifically focusing on [Specific Area, e.g., Process Optimization]. The scope of work includes: [Detailed Scope Description].
• Project Milestones:
  • Milestone 1: [Milestone Description] - Due Date: [Date]
  • Milestone 2: [Milestone Description] - Due Date: [Date]
• Deliverables shall be in the following format: [Format, e.g., PDF reports, Excel spreadsheets].
• Reporting Requirements: Consultant shall provide weekly progress reports to [Client Contact Person] via [Reporting Method, e.g., email].
• KPIs: The success of the project will be measured by the following Key Performance Indicators: [List of KPIs].

2. Location of Services

• Option A: Services will be performed [On-site at Client's Wisconsin Facility OR Remotely].
• Option B: Services will be performed primarily remotely, with on-site meetings at the Client’s facility located at [Client Address] as needed, but no more than [Number] days per month. Consultant shall provide their own transportation to and from Client facilities.
• If on-site, Consultant will have access to: [List of resources, data, personnel needed. E.g., Wi-Fi, meeting rooms, specific software].

3. Compensation

• Option A: Hourly Rate: Client shall pay Consultant at an hourly rate of [Dollar Amount] per hour.
• Option B: Project-Based Fee: Client shall pay Consultant a fixed fee of [Dollar Amount] for the completion of the services described in Section 1.
• Option C: Milestone-Based Payment: Consultant shall be paid according to the following schedule upon completion of each milestone:
  • Milestone 1: [Dollar Amount]
  • Milestone 2: [Dollar Amount]
• Minimum Billing Increment: [E.g., 15 minutes, 30 minutes].
• Reimbursable Expenses: Client will reimburse Consultant for reasonable pre-approved expenses, including [List of expenses, e.g., travel, lodging, meals, software]. All expenses must be documented with receipts. Wisconsin sales and use tax, if applicable, is the responsibility of [Client or Consultant].
• Payment Schedule: Client shall pay Consultant within [Number] days of receipt of a valid invoice.
• Invoice Submission Instructions: Invoices shall be submitted to [Client Contact Person] via [Email Address].
• Late Payment: Late payments shall accrue interest at a rate of [Percentage] per month, or the maximum rate allowed by Wisconsin law, whichever is lower.

4. Independent Contractor Status

• It is the express intention of the parties that Consultant is an independent contractor and not an employee, agent, partner, or joint venturer of Client. Consultant shall have sole control over the manner and means of performing the services under this Agreement.
• Consultant is responsible for all applicable federal and Wisconsin income, self-employment, and sales/use taxes related to payments received under this Agreement.
• Consultant is not entitled to Wisconsin unemployment insurance, workers' compensation, or employee benefits from Client.
• Consultant retains the right to perform services for others during the term of this Agreement.
• Consultant is responsible for their own staff if applicable.

5. Representations and Warranties

• Consultant represents and warrants that they have the necessary experience, qualifications, and skills to perform the services described in Section 1.
• Consultant warrants compliance with all applicable Wisconsin professional and business license requirements, including [Specific License Requirements, if applicable].
• Consultant warrants that the services provided under this Agreement will not infringe upon the intellectual property rights of any third party and will comply with all applicable Wisconsin laws and regulations.

6. Confidentiality

• Consultant agrees to hold confidential all Confidential Information (as defined below) of Client and to protect such Confidential Information from unauthorized disclosure or use. "Confidential Information" means any and all information disclosed by Client to Consultant, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
• This obligation of confidentiality shall continue during and after the term of this Agreement in accordance with the Wisconsin Uniform Trade Secrets Act.
• Consultant shall comply with all applicable data privacy standards under Wisconsin and federal law regarding sensitive personal or business information.

7. Intellectual Property

• Option A: All reports, advice, processes, software, and materials developed by Consultant under this Agreement shall be the sole and exclusive property of Client. This includes “work for hire” as defined under Wisconsin law.
• Option B: Consultant shall retain ownership of any pre-existing intellectual property. Client shall own all intellectual property rights in any deliverables created specifically for Client under this agreement.
• Consultant grants Client a non-exclusive, perpetual, royalty-free license to use any Consultant-retained intellectual property incorporated into the deliverables.

8. Non-Solicitation and Non-Competition

• Option A: During the term of this Agreement and for a period of [Number] months following its termination, Consultant shall not solicit, directly or indirectly, any employees or customers of Client within [Geographic Area, e.g., the State of Wisconsin].
• Option B: For a period of [Number] months following termination of this agreement, Consultant shall not engage in any business that directly competes with Client within [Geographic Area, e.g., Milwaukee County] as outlined in Wis. Stat. § 103.465. This restriction applies only to [Specific type of competing business].
• Consultant acknowledges that these restrictions are reasonable and necessary to protect the legitimate business interests of Client.

9. Indemnification

• Consultant shall indemnify and hold harmless Client from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to Consultant's negligence, willful misconduct, breach of this Agreement, or violation of any Wisconsin or federal law.
• Consultant shall maintain professional liability (errors and omissions) insurance with a minimum coverage of [Dollar Amount]. Consultant shall provide proof of insurance to Client upon request.

10. Subcontractors

• Consultant shall not subcontract any of the services to be performed under this Agreement without the prior written consent of Client.
• If subcontractors are used, Consultant shall ensure that they comply with all applicable Wisconsin contractor classification laws.

11. Termination

• Option A: This Agreement shall commence on [Start Date] and shall continue for a term of [Number] months, unless terminated earlier as provided herein.
• Option B: Either party may terminate this Agreement upon [Number] days written notice to the other party.
• Termination for Cause: Client may terminate this Agreement immediately for cause, including, but not limited to, breach of this Agreement, fraud, violation of law, or material non-performance by Consultant.
• Upon termination, Consultant shall deliver to Client all work product, materials, and information related to the services performed under this Agreement.
• Client shall pay Consultant for all services performed and expenses incurred up to the date of termination, provided that the services were performed in a satisfactory manner. Client reserves the right to withhold payment for incomplete or unsatisfactory work.
• Upon termination, consultant shall provide reasonable transition assistance and handover of deliverables to Client.

12. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by acts of God, war, terrorism, fire, flood, earthquake, strike, or other similar event beyond the reasonable control of such party.

13. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin. Venue for any legal action relating to this Agreement shall be in [County Name] County, Wisconsin.

14. Notices

• All notices and other communications hereunder 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 reputable overnight courier service to the addresses set forth above.
• Email notice is acceptable to the following addresses:
  • Client: [Client Email Address]
  • Consultant: [Consultant Email Address]

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, such provision shall be struck and the remaining provisions shall remain in full force and effect.

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

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

[Client Name]

By: [Client Representative Name]

Title: [Client Representative Title]

[Consultant Name]

By: [Consultant Name]