This is an independent contractor agreement between a company and a consultant.
This agreement sets the terms of the consultant's engagement and the main provisions
include the delivery of services, statement of work, changes in the scope of work and
acceptance procedures, ownership of work product, confidentiality of information,
limitation of liabilities, etc. This form contains the standard terms and language that are
used in this type of agreement, however, optional terms and language may be added to
ensure the needs of the contracting parties are met. Use this form if entering into a
Consultant Agreement, or if one is a Business Consultant entering into an agreement
with a person or entity.
CONSULTING SERVICES AGREEMENT
THIS CONSULTING SERVICES AGREEMENT (hereinafter “Agreement”) is made as of ____
[Month] ____ [Date], 20____, by and between ________________________ [Instruction:
Insert the name of client], having address at _________________________ [Instruction:
Insert address of the independent client] (hereinafter “Client”), and
________________________ [Instruction: Insert the name of consultant] having address at
_________________________ [Instruction: Insert address of the independent consultant]
(hereinafter “Consultant”). The Client and the Consultant may individually be referred to as
“Party”, or, collectively as “Parties”.
WHEREAS, Consultant agrees to provide the services, as more fully defined below, to
WHEREAS, Client agrees to pay to Consultant the consultant services fee, as more fully
NOW, THEREFORE, in consideration of the premises and mutual obligations contained
herein, and intending to be legally bound, the Parties hereto agree as follows:
Consultant shall perform the duties and tasks outlined in the table attached to this Agreement
as Exhibit A (the “Services”). The Services may include a development schedule and
Client shall pay the consulting services fee as outlined in the table attached to this Agreement
as Exhibit B, and shall pay such consulting services fee according to the services fee
payment schedule (if applicable) as outlined in the table attached to this Agreement as
Either Party may without cause terminate this Agreement by delivering to the other Party
written notice via U.S. Mail, facsimile, or personal delivery (but not by electronic mail
transmission) expressing a desire to terminate this Agreement (a “Termination Notice”).
Termination shall be effective immediately upon receipt of a Termination Notice.
4. Representations and Warranties.
The Parties to this Agreement make the following representations and warranties:
a. Both Parties represent and warrant to the other Party that they have the full power to enter
into this Agreement without restriction.
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b. This Agreement shall not establish an employer/employee relationship between the
Parties. Consultant shall be an independent contractor and shall not enjoy the benefits
normally afforded to employees provided either by Client’s policy or by law.
c. Consultant shall not include in the material (as defined in Paragraph 7, below) any
copyrights, trade secrets, trademarks, service marks, patents, or other property that to the
Consultant’s knowledge would or might infringe on the rights of third parties.
d. Consultant shall not be an agent or representative of Client, except as specifically defined
in this Agreement. Consultant shall have no authority to, and shall not attempt to, bind
Client to contracts with third parties.
5. Confidential Information.
Neither Party shall, at any time, either directly or indirectly, use for its own benefit, nor shall
it divulge, disclose, or communicate any information received from the other Party that has
been identified as confidential. Both Parties agree to execute standard nondisclosure
agreements in connection with this Agreement.
a. The Consultant acknowledges that he has no right to or interest in the work or product
resulting from the Services performed hereunder, or any of the documents, reports or
other materials created by the Consultant in connection with such Services, nor any right
to or interest in any copyright therein. The Consultant acknowledges that the Services and
the products thereof (hereinafter referred to as the “Materials”) have been specially
commissioned or ordered by the Company as “works made-for-hire” as that term is used
in the Copyright Law of the United States, and that the Company is therefore to be
deemed the author of and is the owner of all copyrights in and to such Materials.
b. In the event that such Materials, or any portion thereof, are for any reason deemed not to
have been works made-for-hire, the Independent Contractor hereby assigns to the Client
any and all right, title, and interest Consultant may have in and to such Materials,
including all copyrights, all publishing rights, and all rights to use, reproduce, and
otherwise exploit the Materials in any and all formats or media and all formats or media
and all channels, whether now known or hereafter created. The Consultant agrees to
execute such instruments as the Client may from time to time deem necessary or
desirable to evidence, establish, maintain, and protect the Client’s ownership of such
Materials, and all other rights, title, and interest therein.
7. Limitation of Damages.
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY
INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES OF ANY
KIND OR NATURE, INCLUDING, WITHOUT LIMITATION, THE BREACH OF THIS
AGREEMENT OR ANY TERMINATION OF THIS AGREEMENT, WHETHER SUCH
LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT, OR OTHERWISE,
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EVEN IF EITHER PARTY HAS BEEN WARNED OR WARNED OF THE POSSIBILITY
OF ANY SUCH LOSS OR DAMAGE.
If any provision of this Agreement shall be held to be invalid or unenforceable for any
reason, (i) the remaining provisions shall continue to be valid and enforceable; or (ii) if by
limiting such provision it would become valid and enforceable, then such provision shall be
deemed to be written, construed, and enforced as so limited.
9. Governing Law
This Agreement shall be governed by the laws of the State of ____________________. This
Agreement is to be performed in (and venue shall lie exclusively in)
________________________ [Instruction: Insert the County], ____________________.
This Agreement shall not be strictly construed against any Party to this Agreement. Any
controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall
be resolved by either (i) adjudication in a small claims court (subject to jurisdictional
limitations) or (ii) in binding arbitration administered under the rules of the American
Arbitration Association in accordance with its applicable rules.
10. Entire Agreement.
This Agreement, including all exhibits incorporated herein by reference, constitutes the entire
agreement of the Parties with respect to the subject matter hereof, and supersedes and
replaces all prior and contemporaneous understandings or agreements, written or oral,
regarding such subject matter.
No amendment or modification of this Agreement shall be valid and binding on the Parties
unless in writing and duly executed by the Parties.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed the day and
year set forth above.
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