Independent Contractor Agreement

1.1 Services. Contractor agrees to provide the following services:

• Salesforce consulting and configuration
• Custom development and integrations
• Data migration and management
• Training and documentation
• Ongoing support and optimization

1.2 Statement of Work. Detailed specifications are provided in Exhibit A (Statement of Work), which is incorporated by reference.

1.3 Performance Standards. All services will be performed in a professional and workmanlike manner consistent with industry standards.

2.1 Compensation Structure. Contractor will be compensated as specified in the proposal (hourly, fixed fee, or milestone-based).

2.2 Payment Terms. Invoices are due within 30 days of receipt. Late payments may incur interest at 1.5% per month.

2.3 Time Tracking. For hourly engagements, Contractor will provide detailed time logs with each invoice.

2.4 Expenses. Reasonable, pre-approved expenses will be reimbursed with proper documentation.

2.5 Changes. Material changes to budget or schedule require written approval from both parties.

3.1 Relationship. Contractor is an independent contractor, not an employee. Contractor is responsible for all taxes, insurance, and benefits.

3.2 Control. Contractor maintains control over how services are performed, subject to meeting agreed-upon deliverables and deadlines.

3.3 Compliance. Contractor represents compliance with all applicable laws, including California AB5 requirements where applicable.

4.1 Work Product. All work product created specifically for Client under this agreement is "work made for hire" and becomes Client's exclusive property upon full payment.

4.2 Pre-Existing Materials. Contractor retains ownership of pre-existing methodologies, tools, and templates.

4.3 License. Contractor grants Client a non-exclusive license to use any pre-existing materials incorporated into deliverables.

5.1 Confidential Information. Both parties agree to protect confidential information disclosed during the engagement. This obligation survives termination.

5.2 Data Protection. Contractor agrees to comply with GDPR, CCPA, and other applicable data protection laws when handling Client data.

5.3 Return of Materials. Upon termination, Contractor will return or destroy all Client confidential information.

6.1 Contractor Warranties. Contractor warrants that:

• Services will be performed professionally
• Work will not infringe third-party IP rights
• Contractor has authority to enter this agreement
• No conflicts of interest exist

6.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED, SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND.

7.1 Indemnification. Each party agrees to indemnify the other against claims arising from its breach of this agreement or negligence.

7.2 Limitation of Liability. Neither party's liability will exceed the total fees paid under this agreement. Neither party is liable for consequential damages.

Contractor will personally perform all services and may not subcontract without Client's prior written consent.

9.1 Term. This agreement begins on the effective date and continues until completion of services or as otherwise specified.

9.2 Termination for Convenience. Either party may terminate with 30 days written notice.

9.3 Payment Upon Termination. Client will pay for all services performed through the termination date.

10.1 Governing Law. This agreement is governed by applicable state laws.

10.2 Dispute Resolution. Disputes will be resolved through binding arbitration.

10.3 Force Majeure. Neither party is liable for delays caused by events beyond reasonable control.

10.4 Notices. All notices must be in writing to the addresses specified in the proposal.

10.5 Severability. If any provision is invalid, the remainder continues in effect.

10.6 Assignment. Neither party may assign this agreement without consent.

10.7 Entire Agreement. This agreement constitutes the entire understanding and supersedes all prior agreements.