IT CONSULTING AGREEMENT

I. The Parties. This IT Consulting Agreement ("Agreement") is made effective as of  ____________________, 20____, by and between:

IT Consultant: ____________________ with a street address of  

____________________, City of ____________________, State of  ____________________, ("IT Consultant")  

AND

Client: ____________________ with a street address of ____________________, City  of ____________________, State of ____________________ ("Client").

II. Services. IT Consultant agrees to provide the following Services:  ______________________________________________________________________ ___________________________________________________________ ("Services").

III. Term. The Services shall commence on ____________________, 20____, and end:  (check one)

☐ - On the date of ____________________, 20____.

☐ - At completion of the Services performed.

☐ - Upon either party may terminate this Agreement with ____ days’ notice. ☐ - Other. _______________________________________________________.

IV. Compensation. In consideration for the Services provided, the IT Consultant is to  be paid in the following manner: (check all that apply)

☐ - Per Hour. $____ /hour.

☐ - Per Job. $__________ for the completion of the Services.

☐ - Commission. ____% commission based on ____________________. ☐ - Other. _______________________________________________________.

V. Contingency. As part of the IT Consultant’s Pay: (check one)

☐ - There SHALL be a contingency-fee arrangement in accordance with: ☐ - ____% of _______________________________________________. ☐ - There SHALL NOT be a contingency-fee arrangement as part of this  Agreement.

VI. Payment. IT Consultant shall be paid, in accordance with section IV: (check one) ☐ - On a ☐ weekly ☐ monthly ☐ quarterly basis beginning on  

______________________, 20___.

☐ - At completion of the Services performed.

☐ - Upon the Client receiving an Invoice from the IT Consultant.

☐ - Other. _______________________________________________________. VII. Retainer. The Client is: (check one)

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☐ - Required to pay a Retainer in the amount of $__________ to the IT  Consultant as an advance on future Services to be provided ("Retainer"). The  Retainer is: (check one)

☐ - Refundable.

☐ - Non-Refundable.

☐ - Not required to pay a Retainer before the IT Consultant is able to commence  work.

VIII. Expenses. The IT Consultant is: (check one)

☐ - Responsible for all expenses. The IT Consultant shall be responsible for all  expenses related to providing the Services under this Agreement. This includes,  but is not limited to, supplies, equipment, operating costs, business costs,  employment costs, taxes, Social Security contributions and/or payments,  disability insurance, unemployment taxes, and any other cost that may or may  not be in connection with the Services provided by the IT Consultant including  out-of-pocket expenses.

☐ - Reimbursed for ONLY the following expenses: _______________________. Client agrees to pay the IT Consultant within thirty (30) days of receiving notice of  any expense directly associated with the Services. Upon request by the Client,  the IT Consultant may have to show receipt(s) or proof(s) of purchase for said  expense.

☐ - Not required to pay or be responsible for any expense in connection with the  Services provided.

IX. Disputes. If any dispute arises under this Agreement, the IT Consultant and the  Client shall negotiate in good faith to settle such dispute. If the parties cannot resolve  such disputes themselves, then either party may submit the dispute to mediation by a  mediator approved by both parties. If the parties cannot agree with any mediator or if  either party does not wish to abide by any decision of the mediator, they shall submit  the dispute to arbitration by any mutually acceptable arbitrator, or the American  Arbitration Association (AAA). The costs of the arbitration proceeding shall be borne  according to the decision of the arbitrator, who may apportion costs equally or in  accordance with any finding of fault or lack of good faith of either party. If either party  does not wish to abide by any decision of the arbitrator, they shall submit the dispute to  litigation. The jurisdiction for any dispute shall be administered in  

____________________ County, State of ____________________.

X. Legal Notice. All notices required or permitted under this Agreement shall be in  writing and shall be deemed delivered when delivered in-person or deposited in the  United States Postal Service via Certified Mail with return receipt. If different from the  mailing address in Section I, enter below:

Client's Address: ____________________________________________ IT Consultant's Address: ____________________________________________

XI. Return of Records. Upon termination of this Agreement, the IT Consultant shall  deliver all records, notes, and data of any nature that are in the IT Consultant's

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possession or under the IT Consultant's control and that are of the Client's property or  relate to Client's business.

XII. Waiver of Contractual Right. The failure of either party to enforce any provision of  this Agreement shall not be construed as a waiver or limitation of that party's right to  subsequently enforce and compel strict compliance with every provision of this  Agreement.

XIII. Independent Contractor Status. The IT Consultant, under the code of the Internal  Revenue (IRS), is an independent contractor and neither the IT Consultant's employees  or contract personnel are, or shall be deemed, the Client's employees. In its capacity as  an independent contractor, the IT Consultant agrees and represents:

a.) IT Consultant has the right to perform Services for others during the term of  this Agreement;

b.) IT Consultant has the sole right to control and direct the means, manner, and  method by which the Services required under this Agreement will be performed;  IT Consultant shall select the routes taken, starting and ending times, days of  work, and order the work that performed;

c.) IT Consultant has the right to hire assistant(s) as subcontractors or to use  employees to provide the Services under this Agreement.

d.) Neither IT Consultant nor the IT Consultant's employees or personnel shall be  required to wear any uniforms provided by the Client;

e.) The Services required by this Agreement shall be performed by the IT  Consultant, IT Consultant's employees or personnel, and the Client will not hire,  supervise, or pay assistants to help the IT Consultant;

f.) Neither the IT Consultant nor the IT Consultant's employees or personnel shall  receive any training from the Client for the professional skills necessary to  perform the Services required by this Agreement; and

g.) Neither the IT Consultant nor IT Consultant's employees or personnel shall be  required by the Client to devote full-time to the performance of the Services  required by this Agreement.

XIV. State and Federal Licenses. The IT Consultant represents and warrants that all  employees and personnel associated shall comply with federal, state, and local laws  requiring any required licenses, permits, and certificates necessary to perform the  Services under this Agreement.

XV. Payment of Taxes. Under this Agreement, the Client shall not be responsible for: a.) Withholding FICA, Medicare, Social Security, or any other Federal or State  withholding taxes from the IT Consultant's payments to employees or personnel  or make payments on behalf of the IT Consultant;

b.) Making Federal and/or State unemployment compensation contributions on  the IT Consultant's behalf; and

c.) Making payments of taxes incurred while performing the Services under this  Agreement, including all applicable income taxes and, if the IT Consultant is not  a business entity, all applicable self-employment taxes. Upon demand, the IT  Consultant shall provide the Client with proof that such payments have been  made.

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XVI. Employees' Compensation. The IT Consultant shall be solely responsible for the  following:

a.) Employee Benefits. The IT Consultant understands and agrees that they are  solely responsible and shall be liable to all benefits that are provided to their  employees, including, but not limited to, retirement plans, health insurance,  vacation time-off, sick pay, personal leave, or any other benefit provided.  b.) Unemployment Compensation. The IT Consultant shall be solely responsible  for the unemployment compensation payments on behalf of their employees and  personnel. The IT Consultant shall not be entitled to unemployment  compensation with the Services performed under this Agreement.

c.) Workers’ Compensation. The IT Consultant shall be responsible for providing  all workers' compensation insurance on behalf of their employees. If the IT  Consultant hires employees to perform any work under this Agreement, the IT  Consultant agrees to grant workers' compensation coverage to the extent  required by law. Upon request by the Client, the IT Consultant must provide  certificates proving workers' compensation insurance at any time during the  performance of the Services.

XVII. Indemnification. IT Consultant shall release, defend, indemnify, and hold  harmless Client and its officers, agents, and employees from all suits, actions, or claims  of any character, name, or description including reasonable IT Consultant fees, brought  on account of any injuries or damage, or loss (real or alleged) received or sustained by  any person, persons, or property, arising out of services provided under this Agreement  or IT Consultant's failure to perform or comply with any requirements of this Agreement  including, but not limited to any claims for personal injury, property damage, or  infringement of copyright, patent, or other proprietary rights. Client reserves the right to  retain whatever funds which would be due to the IT Consultant under this Agreement  until such suits, action or actions, claim or claims for injuries or damages as aforesaid  shall have been settled and satisfactory evidence to that effect furnished.

XVIII. Confidentiality & Proprietary Information. The IT Consultant acknowledges  that it will be necessary for the Client to disclose certain confidential and proprietary  information to the IT Consultant in order for the IT Consultant to perform their duties  

under this Agreement. The IT Consultant acknowledges that disclosure to a third (3rd)  party or misuse of this proprietary or confidential information would irreparably harm the  Client. Accordingly, the IT Consultant will not disclose or use, either during or after the  term of this Agreement, any proprietary or confidential information of the Client without  the Client's prior written permission except to the extent necessary to perform the  Services on the Client's behalf.

Proprietary or confidential information includes, but is not limited to: a.) The written, printed, graphic, or electronically recorded materials furnished by  Client for IT Consultant to use;

b.) Any written or tangible information stamped "confidential," "proprietary," or  with a similar legend, or any information that Client makes reasonable efforts to  maintain the secrecy of, business or marketing plans or strategies, customer  lists, operating procedures, trade secrets, design formulas, know-how and  processes, computer programs and inventories, discoveries and improvements  of any kind, sales projections, and pricing information; and

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c.) Information belonging to customers and suppliers of the Client about whom  the IT Consultant gained knowledge as a result of the IT Consultant‘s Services to  the Client.

Upon termination of the IT Consultant's Services to the Client, or at the Client's request,  the IT Consultant shall deliver all materials to the Client in the IT Consultant's  possession relating to the Client's business. The IT Consultant acknowledges any  breach or threatened breach of confidentiality under this Agreement will result in  irreparable harm to the Client for which damages would be an inadequate remedy.  Therefore, the Client shall be entitled to equitable relief, including an injunction, in the  event of such breach or threatened breach of confidentiality. Such equitable relief shall  be in addition to the Client's rights and remedies otherwise available at law.

Furthermore, proprietary information, under this Agreement, shall include: a.) The product of all work performed under this Agreement ("Work Product"),  including without limitation all notes, reports, documentation, drawings, computer  programs, inventions, creations, works, devices, models, works-in-progress and  deliverables, will be the sole property of the Client, and IT Consultant hereby  assigns to the Client all right, title, and interest therein, including, but not limited  to, all audiovisual, literary, moral rights and other copyrights, patent rights, trade  secret rights, and other proprietary rights therein. IT Consultant retains no right to  use the Work Product and agrees not to challenge the validity of the Client's  ownership in the Work Product;

b.) IT Consultant hereby assigns to the Client all right, title, and interest in any  and all photographic images and videos or audio recordings made by the Client  during IT Consultant's work for them, including, but not limited to, any royalties,  proceeds, or other benefits derived from such photographs or recordings; and c.) The Client will be entitled to use the IT Consultant's name and/or likeness in  advertising and other materials.

XIX. Assignment and Delegation. The IT Consultant may assign rights and may  delegate duties under this Agreement to other individuals or entities acting as a  subcontractor ("Subcontractor"). The IT Consultant recognizes that they shall be liable  for all work performed by the Subcontractor and shall hold the Client harmless of any  liability in connection with their performed work.

The IT Consultant shall be responsible for any confidential or proprietary information  that is shared with the Subcontractor in accordance with this section. If any such  information is shared by the Subcontractor to third (3rd) parties, the IT Consultant shall  be made liable.

XX. Governing Law. This Agreement shall be governed under the laws in the State of  ____________________.

XXI. Severability. This Agreement shall remain in effect in the event a section or  provision is unenforceable or invalid. All remaining sections and provisions shall be  deemed legally binding unless a court rules that any such provision or section is invalid  or unenforceable, thus, limiting the effect of another provision or section. In such case,  the affected provision or section shall be enforced as so limited.

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XXII. Additional Terms and Conditions. ____________________________________ ______________________________________________________________________ ______________________________________________________________________

XXIII. Entire Agreement. This Agreement, along with any attachments or addendums,  represents the entire agreement between the parties. Therefore, this Agreement  supersedes any prior agreements, promises, conditions, or understandings between the  Client and IT Consultant. This Agreement may be modified or amended if the  amendment is made in writing and is signed by both parties.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the  dates written hereunder.

IT Consultant's Signature _________________________  

Date _______________

Print Name _________________________

Client's Signature _________________________  

Date _______________

Print Name _________________________

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