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”) is entered into as of ________ , 20__ (the
“Effective Date”) made between ____________ (“Client”), with a principal place of business at
_______________[ADDRESS] and [NAME OF IC] (“Consultant”), with a principal place of
business at _______________ [ADDRESS].
1. Services Performed by Consultant: [ALTERNATIVE 1 (SERVICES DESCRIBED IN
AGREEMENT):] Consultant agrees to perform the following services for Client: [DESCRIBE
SERVICES CONSULTANT WILL PERFORM, INCLUDING ANY AGREED-UPON WORK
[ALTERNATIVE 2 (SERVICES DESCRIBED ON ATTACHMENT):] Consultant agrees to
perform the services described in Exhibit A, which is attached to and made part of this
2. Consultant's Payment: [ALTERNATIVE 1 (FIXED FEE):] Consultant shall be paid
_________ ($____) [STATE AMOUNT] dollars upon execution of this Agreement and
_________ ($____) [STATE AMOUNT] dollars upon completion of the work as detailed in
Clause 1. [END ALTERNATIVE 1]
[ALTERNATIVE 2 (INSTALLMENT PAYMENTS):] Client shall pay Consultant a fixed fee of
$[_________ ($____) [STATE AMOUNT] dollars, in [NUMBER OF INSTALLMENTS]
installments according to the payment schedule described in Exhibit [A or B] which is attached
to and made part of this Agreement.
[ALTERNATIVE 3 (PAYMENT BY THE HOUR/DAY/WEEK/MONTH):] Consultant shall be
compensated at the rate of _________ ($____) [STATE AMOUNT] dollars per [SPECIFY
“hour,” “day,” “week” or “month”]. [OPTIONAL: “Unless otherwise agreed upon in writing by
Client, Client's maximum liability for all services performed during the term of this Agreement
shall not exceed $[MAXIMUM AMOUNT].”] [END ALTERNATIVE 3]
3. Invoices: Consultant shall submit invoices for all services rendered. Client shall pay the
amounts due within ____ ( ) days of the date of each invoice.
4. Late Fees: Late payments by Client shall be subject to late penalty fees of ____________
(_____ %) percent per month from the due date until the amount is paid.
5. Expenses: [ALTERNATIVE 1:] Consultant shall be responsible for all expenses incurred
while performing services under this Agreement.
[OPTIONAL: However, Client shall reimburse Consultant for all reasonable travel and living
expenses necessarily incurred by Consultant while away from Consultant's regular place of
business to perform services under this Agreement. Consultant shall submit an itemized
statement of such expenses. Client shall pay Consultant within thirty (30) days from the date of
each statement. [END ALTERNATIVE 1.]
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[ALTERNATIVE 2:] Client shall reimburse Consultant for the following expenses that are
directly attributable to work performed under this Agreement:
• travel expenses other than normal commuting, including airfares, rental vehicles, and highway
mileage in company or personal vehicles at __ ( ) cents per mile
• telephone, facsimile (fax), online and telegraph charges
• postage and courier services
• printing and reproduction
• computer services, and
• other expenses resulting from the work performed under this Agreement.
Consultant shall submit an itemized statement of Consultant's expenses. Client shall pay
Consultant within thirty (30) days from the date of each statement. [END ALTERNATIVE 2.]
6. Materials: Client shall make available to Consultant, at Client's expense, the following
materials, facilities and equipment: ________________________________________ [List].
These items will be provided to Client by ____ [Date].
7. Term of Agreement: This Agreement will become effective when signed by both parties and
will end no later than _____, 20__.
8. Terminating the Agreement: [ALTERNATIVE 1:] With reasonable cause, either party may
terminate this Agreement effective immediately by giving written notice of termination for
cause. Reasonable clause includes:
• a material violation of this Agreement, or
• nonpayment of Consultant's compensation after twenty (20) days written demand for payment.
Consultant shall be entitled to full payment for services performed prior to the effective date of
termination. [END ALTERNATIVE 1.]
[ALTERNATIVE 2:] Either party may terminate this Agreement at any time by giving ____ [5,
10, 15, 30, 45, 60] days written notice of termination without cause. Consultant shall be entitled
to full payment for servi