Wyoming consulting independent contractor agreement template

Wyoming Consulting Independent Contractor Agreement

This Wyoming Consulting Independent Contractor Agreement (the “Agreement”) is made and entered into as of [Date], by and between [Client Legal Name], a [Client Business Structure, e.g., Wyoming LLC] with a mailing address of [Client Address], registered in Wyoming [If applicable: Wyoming Business Registration Number] ("Client"), and [Consultant Legal Name], a [Consultant Business Structure, e.g., Sole Proprietorship] with a mailing address of [Consultant Address], registered in Wyoming [If applicable: Wyoming Business Registration Number] ("Consultant").

1. Services

Option A: The Consultant will provide the following consulting services to the Client: [Detailed Description of Services, e.g., strategic analysis, project management, technical consulting] as described in Exhibit A attached hereto (the “Services”).

Option B: The Consultant will provide the services as mutually agreed upon by both parties through separate Statements of Work (SOWs) that will be incorporated into this Agreement.

2. Scope of Work

Option A: The Consultant's Services shall include, but are not limited to: [Specific Objectives, Deliverables, Scope Limitations, Performance Milestones, Deadlines, and Reporting Requirements].

Option B: The specific scope of work will be detailed in each SOW referenced in Section 1, Option B.

Option C: The Consultant will provide services related to [Specific Consulting Area]. The precise services will be defined and agreed upon in writing before any work commences.

3. Work Location

Option A: The Consultant will perform the Services remotely.

Option B: The Consultant will perform the Services on-site at the Client's location in Wyoming at [Client Address]. The consultant will have access to [Necessary Facilities, Equipment, Information, Client Personnel] and must comply with all client policies while on-site.

Option C: The Consultant will perform the Services both remotely and on-site, as required and agreed upon in advance.

4. Licensing and Qualifications

Option A: Consultant represents and warrants that they possess all necessary licenses, registrations, and professional qualifications required under Wyoming law to perform the Services. [Specify any specific Wyoming license or certification requirements, referencing relevant state statutes if applicable].

Option B: No specific licenses or qualifications are required to perform the Services outlined in this agreement.

Option C: The Consultant is responsible for obtaining and maintaining all required licenses and certifications throughout the term of this Agreement.

5. Compensation

Option A: The Client will compensate the Consultant at an hourly rate of [Dollar Amount] per hour.

Option B: The Client will compensate the Consultant a fixed fee of [Dollar Amount] for the completion of the Services described in Section 2.

Option C: The Client will compensate the Consultant according to the fee structure detailed in Exhibit B attached hereto.

The Consultant will submit invoices to the Client [Frequency, e.g., monthly]. Payment is due within [Number] days of receipt of the invoice. Invoices must include [Invoicing Requirements, e.g., date, invoice number, detailed description of services rendered, hours worked (if applicable), expenses].

The Consultant is responsible for the payment of all applicable Wyoming sales or use tax, if any.

Expenses:

Option A: Client shall reimburse the consultant for reasonable and pre-approved expenses incurred in connection with the performance of services.

Option B: Client shall not reimburse the consultant for any expenses incurred during the performance of services.

6. Intellectual Property

Option A: All intellectual property rights, including but not limited to copyrights, trademarks, and trade secrets, in any work product created by the Consultant under this Agreement, shall be owned exclusively by the Client.

Option B: Consultant retains all rights to intellectual property developed prior to this Agreement and to any methodologies or tools used during the course of this Agreement, except for client confidential information.

Option C: Intellectual property rights will be determined on a project-by-project basis and detailed in each Statement of Work.

7. Confidentiality

The Consultant agrees to hold all Client information, including but not limited to business secrets, client data, and third-party information, in strict confidence and will not disclose such information to any third party. This obligation shall continue even after the termination of this Agreement. Consultant acknowledges that Client confidential information is covered by the Wyoming Uniform Trade Secrets Act.

Option A: The Consultant shall sign a separate Non-Disclosure Agreement (NDA) that will be incorporated into this Agreement.

Option B: This confidentiality clause serves as the full Non-Disclosure Agreement between the parties.

8. Independent Contractor Status

The Consultant is an independent contractor and not an employee of the Client. The Consultant is solely responsible for all taxes, insurance (including general liability, professional liability, and workers' compensation), and other obligations arising out of or relating to the performance of the Services. The Consultant is not entitled to any employee benefits of the Client. The parties intend this agreement to create an independent contractor relationship under Wyoming law.

Consultant acknowledges that Client is providing this document and is under no obligation to provide it under Wyoming law, and that Consultant may consult with any legal or tax advisors on the subject of Consultant's independent contractor status.

9. Compliance with Laws

The Consultant shall comply with all applicable Wyoming, federal, and local laws, regulations, and industry standards in performing the Services. This includes, but is not limited to, tax laws, privacy laws, data protection laws, and any industry-specific regulations.

10. Authority

The Consultant has no authority to bind the Client, incur any debt on behalf of the Client, or make any representations on behalf of the Client beyond the scope of this Agreement.

11. Subconsultants

Option A: The Consultant may not subcontract any portion of the Services without the prior written consent of the Client.

Option B: The Consultant may use subconsultants. The Consultant is responsible for ensuring that all subconsultants comply with the terms of this Agreement, including but not limited to confidentiality and insurance requirements.

Option C: Subconsultant obligations are to be outlined in a separate agreement between the Consultant and each subconsultant.

12. Insurance

The Consultant shall maintain the following insurance coverage: [Specify Insurance Types and Minimum Limits, e.g., General Liability Insurance, Professional Liability Insurance, Errors & Omissions Insurance]. The Consultant shall provide the Client with proof of insurance coverage and shall notify the Client of any cancellation or change in coverage.

13. Termination

Option A: This Agreement shall be effective as of the Effective Date and shall continue for a term of [Number] months, unless terminated earlier as provided herein.

Option B: This Agreement is effective from [Date] until [Date], and automatically expires at the end of its term.

Option C: Either party may terminate this Agreement for convenience upon [Number] days' written notice to the other party.

Either party may terminate this Agreement for cause if the other party breaches any material term of this Agreement and fails to cure such breach within [Number] days of written notice of the breach. Upon termination, the Consultant shall be entitled to payment for all Services performed up to the date of termination and shall return all Client materials.

14. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved first through good faith negotiation. If the parties are unable to resolve the dispute through negotiation, they shall attempt to resolve the dispute through mediation. If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in accordance with the laws of Wyoming. The venue for any arbitration or legal proceedings shall be [City, Wyoming].

15. Remedies and Liability

In the event of a breach of this Agreement, the non-breaching party shall be entitled to damages, including but not limited to damages for missed milestones, quality failures, confidentiality violations, and third-party claims. The Client's liability under this Agreement shall be limited to the amount of fees paid to the Consultant. The Consultant agrees to indemnify and hold the Client harmless from any and all claims, losses, and expenses arising out of or relating to the Consultant's performance of the Services.

16. Representations and Warranties

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. The Consultant represents and warrants that the Services will be performed in a professional and workmanlike manner.

17. Records Retention

Option A: The Consultant shall maintain accurate records of all Services performed under this Agreement and shall provide such records to the Client upon request.

Option B: Consultant is not required to keep any records related to the services performed.

Option C: Specific records retention requirement as outline in Exhibit C.

18. Monitoring and Corrective Measures

The Client reserves the right to monitor the Consultant's performance of the Services and to request status updates and corrective measures as necessary.

19. Non-Solicitation and Non-Competition

Option A: The Consultant agrees not to solicit the Client's employees or customers for a period of [Number] years following the termination of this Agreement.

Option B: The Consultant agrees not to engage in any business that is directly competitive with the Client's business within [Geographic Area, e.g., Wyoming] for a period of [Number] years following the termination of this Agreement. These restrictions are intended to be reasonable in scope and duration under Wyoming law.

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

20. Amendments, Waivers, and Notices

Any amendments to this Agreement must be in writing and signed by both parties. Any waiver of any provision of this Agreement must be in writing and signed by the waiving party. All notices under this Agreement must be in writing and delivered by [Delivery Methods, e.g., mail, email, courier] to the addresses set forth above.

21. 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.

Assignment: This Agreement may not be assigned by either party without the prior written consent of the other 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.

Counterparts: 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.

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

[Client Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Authorized Representative Title]

[Consultant Legal Name]

By: [Consultant Name]

Title: [Consultant Title, e.g., Owner, CEO]