This is a form of an independent contractor agreement between a company (client), 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, and limitation of liabilities. This form contains standard terms and language
that is 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.
This Consulting Agreement (herein referred to as the "Agreement") is made and entered
into this ___ day of ________, 20___ [Instruction: insert date] (herein referred to as the
“Effective Date”), by and between ___________________________ [Instruction: insert the
name of the client] (herein referred to as the "Client") whose offices are located at
_________________________________ [Instruction: insert address] and
____________________________ [Instruction: insert the name (herein referred to as the
"Consultant") whose offices are located at _______________________________ [Instruction:
insert address], hereinafter collectively referred to as the “Parties”.
I. SERVICES PERFORMED BY CONSULTANT
1.1 Consultant agrees to perform the following services (the “Services”) for
Client: ______________________________________________ [Instruction: insert a detailed
description of the Services to be performed, including any agreed-upon work schedule, and
materials to be provided by Consultant, if any]
1.1 Consultant agrees to perform the Services described in Exhibit A, which is
attached to and made part of this Agreement.
2.1 Consultant shall be paid $_____________ [Instruction: insert dollar
amount] upon execution of this Agreement and $_____________ [Instruction: insert dollar
amount] upon completion of the Services.
2.1 Consultant shall be compensated at the rate of $_____________
[Instruction: insert dollar amount] per _____________ [Instruction: specify "hour," "day,"
"week" or "month"].
3.1 Consultant shall submit invoices for all Services rendered on a monthly
basis, no later than the 10th of each month. Client shall pay the amounts due within ____
[Instruction: insert number of days] days of the date of each invoice.
3.2 Late payments by Client shall be subject to late penalty fees of _____%
[Instruction: insert number] per month from the due date until the amount is paid.
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4.1 Client shall reimburse Consultant for the following expenses that are
directly attributable to work performed under this Agreement:
4.1.1 Travel expenses other than normal commuting, including airfares,
rental vehicles, and highway mileage in company or personal vehicles at ___
[Instruction: insert mileage reimbursement rate] cents per mile;
4.1.2 Telephone, facsimile (fax), online and telegraph charges;
4.1.3 Postage and courier services;
4.1.4 Printing and reproduction;
4.1.5 Computer services; and
4.1.6 Other agreed upon expenses resulting from the work performed
under this Agreement.
4.2 Consultant shall submit an itemized statement of Consultant's expenses on
a monthly basis together with Consultant’s invoice for Services. Client shall pay Consultant
within ___ [Instruction: insert number of days] days from the date of each invoice.
V. TERM OF AGREEMENT/TERMINATION
5.1 This Agreement shall commence on the Effective Date and shall continue
for a period of ______________ [Instruction: inert term, for example, 30 days, 6 months, or
1 year, or by providing _____ days written notice to the other party] (the “Term”).
5.1 This Agreement shall commence on the Effective Date and shall continue
for a period of ________________ [Instruction: Insert term, for example, 30 days, 6 months,
or 1 year]. Despite the foregoing, either party may terminate this Agreement by giving ___
[Instruction: insert number of days] days written notice of termination for cause, including but
not limited to:
5.1.1 a material violation of this Agreement; or
5.1.2 non-payment of Consultant's compensation after 20 days written
demand for payment.
5.2 Consultant shall be entitled to full payment for services performed prior to
the effective date of termination.
VI. CONSULTANT AN INDEPENDENT CONTRACTOR
6.1 Consultant is an independent contractor, and neither Consultant nor
Consultant's staff is, or shall be deemed, Client's employees. In its capacity as an independent
contractor, Consultant agrees and represents, and Client agrees, as follows:
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[Instruction: include the provisions A – H below if applicable, delete any
A. Consultant has the right to perform services for others during the term of this Agreement
subject to noncompetition provisions set out in this Agreement, if any.
B. Consultant has the sole right to control and direct the means, manner and method by
which the services required by this Agreement will be performed.
C. Consultant has the right to perform the services required by this Agreement at any place
or location and at such times as Consultant may determine.
D. The services required by this Agreement shall be performed by Consultant, or
Consultant's staff, and Client shall not be required to hire, supervise or pay any assistants
to help Consultant.
E. Consultant is responsible for paying all ordinary and necessary expenses of its staff.
F. Neither Consultant nor Consultant's staff shall receive any training from Client in the
professional skills necessary to perform the services required by this Agreement.
G. Neither Consultant nor Consultant's staff shall be required to devote full-time to the
performance of the services required by this Agreement.
H. Client shall not provide insurance coverage of any kind for Consultant or Consultant's
VII. INTELLECTUAL PROPERTY OWNERSHIP
7.1 Consultant assigns to Client its entire right, title and interest in anything
created or developed by Consultant for Client under this Agreement ("Work Product") including
all patents, copyrights, trade secrets and other proprietary rights. This assignment is conditioned
upon full payment of the compensation due Consultant under this Agreement.
7.2 Consultant shall, at no charge to Client, execute and aid in the preparation
of any papers that Client may consider necessary or helpful to obtain or maintain, at Client's
expense, any patents, copyrights, trademarks or other proprietary rights. Client shall reimburse
Consultant for reasonable out-of-pocket expenses incurred under this provision.
7.1 Consultant shall retain all copyright, patent, trade secret and other
intellectual property rights Consultant may have in anything created or developed by Consultant
for Client under this Agreement ("Work Product"). Consultant grants Client a nonexclusive
worldwide license to use and sublicense the use of the Work Product for the purpose of
developing and marketing its products, but not for the purpose of marketing Work Product
separate from its products. The license shall have a perpetual term and may not be transferred by
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Client. This license is conditioned upon full payment of the compensation due Consultant under
8.1 During the term of this Agreement and for a period of ____ [Instruction:
insert number of years in the following format: e.g., “five (5)”] years after the termination of
this Agreement, Consultant will use reasonable care to prevent the unauthorized use or
dissemination of Client's confidential information. Reasonable care means at least the same
degree of care Consultant uses to protect its own confidential information from unauthorized
8.2 Confidential information is limited to information clearly marked as
confidential, or disclosed orally and summarized and identified as confidential in a writing
delivered to Consultant within fifteen (15) days of disclosure. Confidential information does not
include information that the Consultant knew before Client disclosed it, or becomes public
knowledge through no fault of Consultant, is obtained from sources other than Client who owe
no duty of confidentiality to Client, or Consultant independently develops.
9.1 Consultant warrants that all services performed under this Agreement shall
be performed consistent with generally prevailing professional or industry standards. Client must
report any deficiencies in Consultant's services to Consultant in writing within ____
[Instruction: insert number of days, e.g., 30, 60, 90 or more] days of performance to receive
9.2 This warranty is exclusive and in lieu of all other warranties, whether
express or implied, including any implied warranties of merchantability or fitness for a particular
purpose and any oral or written representations, proposals or statements made prior to this
X. LIMITATION ON CONSULTANT'S LIABILITY TO CLIENT
10.1 In no event shall Consultant be liable to Client for lost profits of Client, or
special, incidental or consequential damages (even if Consultant has been advised of the
possibility of such damages).
10.2 Consultant's total liability under this Agreement for damages, costs and
expenses, regardless of cause, shall not exceed the total amount of fees paid to Consultant by
Client under this Agreement.
10.3 Client shall indemnify Consultant against all claims, liabilities and costs,
including reasonable attorney fees, of defending any third party claim or suit, other than for
infringement of intellectual property rights, arising out of or in connection with Client's
performance under this Agreement. Consultant shall promptly notify Client in writing of such
claim or suit and Client shall have the right to fully control the defense and any settlement of the
claim or suit.
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11.1 The charges included here do not include taxes. If Consultant is required
to pay any federal, state or local sales, use, property or value added taxes based on the services
provided under this Agreement, the taxes shall be separately billed to Client. Consultant shall not
pay any interest or penalties incurred due to late payment or nonpayment of such taxes by Client.
XII. CONTRACT CHANGES
12.1 Client and Consultant recognize that Consultant's original cost and time
estimates may be too low due to unforeseen events, or to factors unknown to Consultant when
this Agreement was made; Client may desire a mid-project change in Consultant's services that
would add time and cost to the project and possibly inconvenience Consultant; or other
provisions of this Agreement may be difficult to carry out due to unforeseen circumstances.
12.2 If any intended changes or any other events beyond the parties' control
require adjustments to this Agreement, the parties shall make a good faith effort to agree on all
necessary particulars. Such agreements shall be put in writing, signed by the parties and added to
XIII. DISPUTE RESOLUTION
13.1 The Parties hereto shall endeavor to resolve any differences of opinion
which may arise between them with respect to the provisions of this Agreement by negotiation
between themselves personally or with the assistance of their attorneys and unless in the opinion
of any party, acting reasonably, the matter in dispute is of such a significant nature to warrant it
being addressed otherwise, no party shall commence any public proceedings until the
negotiations have failed to produce a resolution. In furtherance of the provisions of this
paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate
promptly and in good faith, any matter any party may wish to negotiate.
13.2 The Parties agree to obtain the assistance of a mediator should any party
be of the opinion that the assistance of a mediator would assist in an expeditious and amicable
resolution of the matter in dispute. The costs of any such mediator shall be shared equally by all
of the Parties involved in the dispute.
13.3 If negotiations are conducted with the assistance of a mediator and no
agreement is reached, the mediator shall be instructed to proffer no opinion as to the position
maintained by any party and to make no report unless directed to do otherwise, in writing, by all
of the Parties.
13.4 The Parties hereto agree that no report of anything said or of any
admission or communication made in the course of the negotiations or mediation hereinbefore
described shall be used as evidence or shall otherwise be admissible in any legal proceeding,
except with the consent, in writing, of all of the Parties.
13.5 If in the opinion of any party, acting reasonably, it is unlikely to expect the
matter in dispute as between the Parties to be resolved by continued negotiations or continued
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mediation as hereinbefore provided, or if the matter is of such a significant nature to warrant it
being addressed otherwise, then the matter in dispute shall be submitted to and shall be subjected
to binding arbitration pursuant to the rules of the American Arbitration Association. The
prevailing party shall be awarded reasonable attorneys’ fees and costs.
13.1 Each of the Parties in any suit, action or proceeding arising out of or
relating to this Agreement, irrevocably (i) submits to the jurisdiction of the State Courts of the
State of _______________ [Instruction: insert applicable state] over any suit, action or
proceeding arising out of or relating to this Agreement, (ii) waives to the fullest extent
enforceable under applicable law any objection which it may now or hereafter have to the above
venue of any such suit, action or proceeding and any claim that any such suit, action or
proceeding brought in such Court has been brought in an inconvenient forum, (iii) waives to the
fullest extent enforceable under applicable law any objection which it may now or hereafter have
to the above mentioned Court having jurisdiction of the Parties hereto and to the subject matter
of this Agreement, and (iv) acknowledges that a final judgment in any such suit, action or
proceeding brought in such Court, after all appropriate appeals, shall be conclusive and binding
upon it. In any suit regarding the Agreement, the prevailing party shall be entitled to reasonable
attorneys’ fees and costs.
XIV. GENERAL PROVISIONS
14.1 Notices/Statements/Consents shall be sent to the address, fax number
and/or email address provided hereunder, or any other addresses the parties designate by notice:
[Instruction: include address, fax number and email address]
[Instruction: include address, fax number and email address]
This Agreement shall be governed by and construed in accordance with the laws of the State of
___________________ [Instruction: insert applicable state].
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14.2 If any term, provision, covenant or condition of this Agreement, or its
application to any person, place or circumstance, shall be held to be invalid, unenforceable or
void, the remainder of this Agreement and such term, provision, covenant or condition as applied
to other persons, places and circumstances shall remain in full force and effect.
14.3 No failure or neglect of either party hereto in any instance to exercise any
right, power or privilege under this Agreement or under applicable law shall constitute a waiver
of any other right, power or privilege in any other instance. All waivers by either party must be
in wiring and signed by the party to be charged.
CLIENT: ____________________ [Instruction: insert business name of the Client]
CONSULTANT: ____________________ [Instruction: insert name of the Consultant]
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