Comprehensive Freelance & Independent Contractor Consulting Agreement

# INDEPENDENT CONTRACTOR CONSULTING AGREEMENT

This Independent Contractor Consulting Agreement ("Agreement") is made effective as of **[Date, e.g., November 6, 2026]**, by and between:

- **Client:** **[Client Company Name LLC]**, with offices located at [Client Address] ("Client")
- **Contractor:** **[Contractor Name / LLC]**, with offices located at [Contractor Address] ("Contractor")

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### 1. ENGAGEMENT & SERVICES
Client engages Contractor to perform the professional consulting services described in attached Exhibit A ("Services" / "Scope of Work"). Contractor shall determine the method, details, and means of performing the Services.

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### 2. INDEPENDENT CONTRACTOR STATUS
Contractor is an independent contractor, not an employee, agent, or partner of Client. Contractor is solely responsible for all federal, state, and local taxes, including self-employment taxes, social security, and disability insurance. Contractor shall receive an IRS Form 1099-NEC where applicable.

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### 3. COMPENSATION & PAYMENT TERMS
1. **Fee Structure:** Client agrees to compensate Contractor at the rate of **$[Rate, e.g., $135.00] per hour** (or milestone fixed fee of **$[Amount]**).
2. **Invoicing:** Contractor shall submit invoices on a bi-weekly basis. Payment is strictly due within **fourteen (14) calendar days** of invoice receipt (Net 14).
3. **Late Payments:** Overdue balances shall accrue interest at 1.5% per month or the maximum rate permitted by law.

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### 4. INTELLECTUAL PROPERTY & WORK FOR HIRE
Upon receipt of full payment for the Services, all intellectual property, source code, designs, and deliverables created specifically for Client under this Agreement shall become the sole property of Client ("Work Made for Hire"). Contractor retains ownership of any pre-existing code libraries, developer tools, and generic frameworks.

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### 5. CONFIDENTIALITY
Contractor agrees to hold all proprietary trade secrets, customer records, and internal technical architectures of Client in strict confidence for a period of three (3) years following termination.

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### 6. TERM & TERMINATION
Either party may terminate this Agreement without cause upon providing **fourteen (14) calendar days' written notice**. Client shall pay Contractor for all Services performed up to the effective termination date.

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### 7. GOVERNING LAW
This Agreement shall be governed by the laws of the **State of [State, e.g., California, USA]**.

**IN WITNESS WHEREOF, the parties execute this Agreement as of the Effective Date:**

Client Signature: _______________________ Date: ________________  
Contractor Signature: ___________________ Date: ________________