|
|
Sample Contracts
On large contracts, we generally negotiate from the clients standard contract. Specific items that we look for in a contract are compliance with IRS Section 1706, liability limitation or indemnification, and protection of our rights to intellectual property which is not developed under contract. The sample contracts are listed below along with an independent contractor compliance worksheet. Comments on provisions of the IEEE Sample Consulting Contract are listed below.
|
Item
|
Comments
|
|
1.
|
We only provide services as independent contractors and have done so exclusively for over six years. An independent contractor clause is required for all consulting contracts to protect all our past, present and future clients against reclassification.
|
|
3.
|
The expense clause is not applicable for client locations within the Los Angeles Metropolitan Area, unless the client requests travel by the consultant outside of the local area (e.g. a visit to their client).
|
|
6.
|
Our intellectual property policy is to grant ownership to the client for all that is developed under contract and to grant royalty-free rights to the client for all that is owned by us but supplied to the client in support of the contract. In addition, it is our policy to retain all unclassified notes and documents generated by us and supply copies to the client for the client's protection. These policies are essentially covered by intellectual property provisions IP A, IP B, IP C, IP D, IP F, and IP H at the end of the sample contract. In particular, we look for an explicit statement that our cooperation in obtaining patents and copyrights is at the expense of the client.
|
|
8.
|
An indemnification clause is preferred. If not, a liability limitation clause is required. For example: The liability of the Consultant with respect to this Agreement shall in any event be limited to the total compensation for the services provided under this Agreement and shall not include any contingent liability.
|
|
9.
|
An arbitration clause is preferred. For example: Any dispute between Client and Consultant regarding this agreement will be settled under the commercial rules ot the American Arbitration Association by mediation and if not resolved, by arbitration of the last offered mediation positions.
|
|
