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.
CONSULTING AGREEMENT
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]
(or)
1.1 Consultant agrees to perform the Services described in Exhibit A, which is
attached to and made part of this Agreement.
II. FEES
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.
(or)
2.1 Consultant shall be compensated at the rate of $_____________
[Instruction: insert dollar amount] per _____________ [Instruction: specify "hour," "day,"
"week" or "month"].
III. INVOICES
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.
IV. EXPENSES
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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”).
(or)
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, de