Consultant Agreement Template (California)

Independent Contractor Agreement

This independent contractor agreement, hereafter known as the “Agreement” or the “Consulting Agreement”, defines the expectations, duties, responsibilities, and conditions between [Consultant.Company] (“Consultant”) located at [Consultant.Address] and [Client.Company] (“Client”).

Under the terms of this Agreement, pursuant to the governing law of the state of California, both the Client and Consultant agree that the Consultant is an independent contractor (not an employee), and is not subject to employer-based benefits (social security, 401k match, workers’ compensation, etc.), taxes, or rights granted to employees under the laws of the state. Rather, the terms of employment and any associated rights will be delivered hereunder as a provision of this agreement.

WHEREAS, the Consultant offers consulting services on behalf of the Client and the Client seeks to retain the Consultant as an independent contractor in alignment with its needs, both parties agree to the terms and conditions of the entire agreement unless overridden by the governing law of the state of issuance (California).

IT IS AGREED as follows:

1. Services & Deliverables

The Consultant agrees that it shall provide the Client with consulting services including the skills, guidance, expertise, know-how, and deliverables for which it is commissioned.  

As part of this consulting agreement, the Consultant agrees to the following deliverables:

By signing this Consulting Agreement, it is the agreement of both parties that the services and deliverables listed above represent an accurate scope of work as defined by the terms of this agreement.

1a. Change Control

It is at the sole discretion of the Consultant to amend, extend, or otherwise expand the services and deliverables listed here.  

If the Client requests additional deliverables to an extension of rendered services (Change Requests), the Client agrees to provide this request in writing, along with the intent to pay all applicable fees.  

If the Consultant agrees to this extension, such work product will also be subject to the provision of this Agreement.

2. Term & Duration of Work

This Agreement shall begin on [Signing.Date] and will continue until [Complete.Date], or until the Term & Duration of Work (Section 2) is completed and/or all work product is delivered by the Consultant and payment terms are rendered in full by the Client.

2a. Extensions

In the event of unanticipated delays or failures to meet proposed deadlines, the offending party may request a deadline extension from the other party.

Both parties agree that it is at the sole discretion of the party in compliance to grant the extension and that a refusal to do so may result in a breach of this Agreement on behalf of the offending party which may result in a loss of payment, a lapse in production, or a failure to receive deliverables in a timely and effective manner.

2b. Force Majeure (CA)

Neither party shall have liability under or be found in breach of this Consulting Agreement for delays or failures in performance which are beyond the circumstances of the reasonable control of that party, such as acts of God, earthquakes, other natural disasters, terrorism, government acts, embargoes, labor strikes, lock-outs, etc.  

If such circumstances continue for an extended period (10 weeks or more), both parties accept the following:

1. Costs incurred from such a delay shall be the obligation of the party from which the delay occurred.
2. If such a delay continues for more than 10 weeks, either party may terminate the Agreement by providing written notice to the other party, with both parties excepting that the Customer shall pay the Consultant a reasonable sum with respect to any work carried out prior to such termination.

3. Compensation & Expenses

The Client agrees to pay the sum total for work product outlined in Services & Deliverables (Section 1), according to the fees and rates listed for each product.

IN ADDITION TO the standard compensation schedule, the Client understands that additional surcharges may apply under the following guidelines:

3a. Expenses

The Client consents to cover any charges and expenses accrued by the Consultant in order for it to fulfill its obligations.

1. Minor expenditures, such as parking fees or service rentals, incurring $50 or less, will be billed to the Client prior to contract completion.
2. All other expenditures must be approved by the Client.

The Client understands that a failure to consent to necessary charges may result in a work stoppage if the Consultant lacks the resources, tools, or access required to complete the required work as outlined in this Consulting Agreement.

3b. Materials

Where possible, the Consultant shall furnish, at its own expense, all labor, materials, equipment, and supplies necessary to render services pursuant to this Consulting Agreement except in situations where specialized software/equipment/resources are required for the completion of the Agreement.  

Such specialized items are listed hereunder:

After the acceptance of this Consulting Agreement by both parties, the Consultant may request additional funds for unlisted items. Such funds may be granted at the discretion of the Client

4. Performance of Services

The Consultant agrees that it has the qualification, ability, and availability to perform and complete the list of Services & Deliverables (Section 1) and that it is subject to the governing law of the state of California.

IN ADDITION TO the expectation of exceptional work, both the Consultant and the Client agree to the following:

4a. Meetings

1. Progress reports and meetings may be conducted electronically, via phone or video chat at the Client’s request or on a predetermined schedule. 
2. Customers who prefer written updates via electronic mail (e-mail) may choose this option in lieu of a formal meeting.  
   1. Upon such notice, the Consultant agrees to send notes detailing the status of the project on the scheduled meeting date.

4b. Originality

The Consultant agrees that all technologies, formulae, procedures, processes, methods, writings, ideas, dialogue, compositions, recordings, teleplays, and video productions prepared for, written for, or submitted to the Client which are used in connection with the Consulting Agreement shall be original work product compiled or created by the Consultant.

Exceptions apply for standard and generic details.

5. Copyright & Confidentiality

The Consultant understands that it may be necessary for the Client to reveal trade secrets, intellectual property, and other confidential information throughout the duration of this Agreement in order for the Consultant to complete its work.

The Consultant understands the business risk to the Client and agrees to take all necessary steps to protect this information from a material breach in addition to agreeing to the following:

THE CONSULTANT AGREES:

1. The Intellectual Property Rights in all original documentation submitted by the Client, together with any related materials or software provided by the Client for the duration of this Agreement, shall remain the property of the Client.
2. The Intellectual Property Rights in any new or original product — or any part thereof — generated by the Consultant on behalf of the Client, along with any relevant project documentation or materials created as a part of this Agreement shall become the property of the Client upon final payment for services rendered under this Consulting Agreement.
3. Indemnification. To the furthest extent permitted by California law, the Consultant shall defend, indemnify, and hold harmless the Client and any agents or representatives operating on the Client’s behalf from any and all claims arising from or pertaining to the negligence, recklessness, and/or willful misconduct of the Contractor.

6. Termination

Both parties understand that, under the provision of this agreement, this engagement is rendered at will.

Both the Consultant and the Client may terminate this arrangement at any time, but the offending party may be subject to compensation for damages and expenditures from nullifying this Consulting Agreement for such breach.

7. Signoff & Acceptance

This independent contractor agreement and the interpretation of its terms shall hereto be covered by and construed within the governing law of California, effective to the exclusive jurisdiction of the Consultant’s place of business at [Consultant.Address].

IN WITNESS WHEREOF, by the execution of both parties below, this consulting agreement is declared valid and will form a part of the Contract in conjunction with any other relevant documents and agreements presented on behalf of either party.