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, limitation of liabilities, etc. 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 (the “Agreement”), made this ____ day of
_____________, 200__, is entered into by and between ____________________________,
[NAME OF COMPANY] with its principal place of business at ____________________
(hereinafter, the “Company”), and _____________ (hereinafter, the "Consultant"), an individual
residing at __________________________ [ADDRESS OF CONSULTANT].
WHEREAS the Company requires the services of the Consultant in respect to one or more
aspects of its business; the responsibilities, title, and role of the Consultant are more specifically
described in Schedule “A” (hereinafter the “Scope of Work”);
NOW THEREFORE, in consideration of the mutual covenants and agreements herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties covenant and agree as follows:
1.1 The Consultant agrees to perform services as described in Schedule A to and for the
Company as may be reasonably requested from time-to-time by the Company. Schedule A may
be amended from time-to-time by Company and duly signed by both parties.
1.2 The Consultant shall devote such time and effort in performing the Scope of Work as
may be required from time-to-time and as agreed upon.
1.3 Consultant shall have the right to determine the method, details, and means of performing
the work to be performed for Company. Company shall, however, be entitled to exercise general
power of supervision and control over the results of work performed by Consultant to assure
satisfactory performance, including the right to inspect, the right to make suggestions or
recommendations as to the details of the work, and the right to propose modifications to the
1.4 The Consultant shall perform the Consultant Services in an honest, confidential, efficient,
prompt, economical, skillful and careful manner, and in the best interests of the Company.
1.5 Company and Consultant shall develop appropriate administrative procedures for
coordinating with each other and reporting progress. Company shall periodically provide
Consultant with evaluations of Consultant's performance.
1.6 Consultant will perform its work for Company primarily at Consultant's locations except
when such projects or tasks require Consultant to travel off-site or to Company's location or
locations. Consultant's personnel who are required to visit Company’s off-site location or
Company’s place of business will be reimbursed within __ days by Company for all travel and
food expenses. Any such expenses above the amount of $___________ will NOT necessarily be
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reimbursed unless Company has given prior authorization for these expenses in writing, or in
some other fashion mutually agreed-upon by both parties.
1.7 In the event that the performance of Consultant under this Agreement is delayed due to
the failure of Company to provide appropriate information or resources that are reasonably
necessary for Consultant’s performance, appropriate adjustments to the delivery schedule shall
be made and any costs or expenses incurred by Consultant as a result of such delay shall be
payable by Company.
2. INDEPENDENT CONTRACTOR
2.1 It is the intention of the parties that Consultant be an independent contractor and not an
employee, agent, or partner of Company. Nothing in this Agreement shall b