Alabama consulting service contract template

Alabama Consulting Services Contract

This Alabama Consulting Services Contract ("Agreement") is made and entered into as of [Effective Date] by and between:

Consultant: [Consultant Full Legal Name], a [Alabama Business Entity Type] with registration number [Registration Number, if applicable], located at [Consultant Business Address], Email: [Consultant Email], Phone: [Consultant Phone].

Client: [Client Full Legal Name], a [Alabama Business Entity Type] with registration number [Registration Number, if applicable], located at [Client Business Address], Email: [Client Email], Phone: [Client Phone].

1. Consulting Services

The Consultant agrees to provide the following consulting services to the Client:

Option A: [Detailed Description of Consulting Services, including project objectives, scope of work, deliverables, and milestones]

Option B: See attached Statement of Work (Exhibit A).

Acceptance criteria for deliverables: [Clear criteria for acceptance tied to measurable outcomes]

2. Client Responsibilities

The Client agrees to provide the following:

Option A: [List of duties, materials, and data the Client must provide]

Option B: Client will provide reasonable access to personnel and resources necessary for Consultant to perform the services.

Collaboration and feedback timelines: [Explicit collaboration and feedback timelines]

3. Service Location and Travel

Services will be performed:

Option A: Onsite at Client's Alabama facility.

Option B: Remotely.

Option C: Hybrid (specify details): [Details of hybrid arrangement]

Travel and reimbursement policy: [Specify travel and reimbursement policy, referencing prevailing rates or Alabama-specific reimbursement standards]. All travel expenses must be pre-approved by client.

4. Fees and Payment

The Client agrees to pay the Consultant as follows:

Option A: Hourly rate of [Hourly Rate].

Option B: Daily rate of [Daily Rate].

Option C: Per project fee of [Project Fee].

Option D: Retainer fee of [Retainer Fee] per [Time Period].

Alabama sales and use tax responsibilities: [Specify responsibilities]

Invoicing frequency: [Invoicing Frequency]

Payment schedule: [Payment Schedule]

Permitted payment methods: [Permitted Payment Methods]

Penalty interest for late payments: [Penalty Interest Rate, within Alabama's legal limits on usury]

Right to suspend services for non-payment: Consultant has the right to suspend services for non-payment after [Number] days of written notice.

5. Intellectual Property

Option A: All deliverables shall be considered "work for hire" under Alabama law, with all rights, title, and interest vesting in the Client.

Option B: Consultant retains ownership of pre-existing IP. Client granted a license to use deliverables. [Specify license terms]

Consultant's pre-existing IP: [Description of Consultant's pre-existing IP]

Rights of use or transfer of deliverables: [Specify rights]

6. Confidentiality

Both parties agree to maintain the confidentiality of proprietary, commercial, and trade secret information.

Duration beyond termination: [Duration of confidentiality obligation beyond termination]

Alabama Uniform Trade Secrets Act compliance: This agreement is intended to comply with the Alabama Uniform Trade Secrets Act.

Carve-outs for information required to be disclosed by Alabama law or court order: Disclosure required by Alabama law or court order shall not constitute a breach of this agreement.

7. Data Protection

Data protection requirements for personally identifiable information: [Specify data protection requirements, referencing state-level privacy and breach notification rules]

8. Insurance and Licenses

Consultant shall maintain the following insurance coverage:

General liability: [Minimum Coverage Amount]

Professional liability/E&O: [Minimum Coverage Amount]

Proof of valid business licenses or regulatory registrations: [Specify required licenses/registrations]

9. Non-Competition, Non-Solicitation, and Non-Disparagement

Option A: Consultant agrees not to compete with Client within [Geographic Restriction, limited to Alabama or narrower] for a period of [Duration].

Option B: Consultant agrees not to solicit Client's employees or customers for a period of [Duration].

Option C: Both parties agree not to disparage each other.

10. Change Orders

Process for change orders, modifications, or additional service authorizations: [Specify process, including format (written/electronic) and effect on timeline or fees]

11. Force Majeure

Force majeure events: [List events specific to the region or industry, such as severe weather common to Alabama]

Procedures for notice and resumption of services: [Specify procedures]

12. Termination

Option A: Termination for convenience by either party with [Number] days written notice. Resulting compensation: [Specify compensation]

Option B: Termination for breach.

Option C: Termination for sustained force majeure.

Obligations regarding return of data, payment for work completed, and post-termination assistance: [Specify obligations]

13. Liability and Indemnification

Liability and indemnification terms with reference to Alabama legal limitations: [Specify terms]

Exclusion of consequential damages (if permissible): [State if consequential damages are excluded]

Caps on Consultant's liability: [Specify caps]

Indemnity triggers: [Specify indemnity triggers]

14. Dispute Resolution

Dispute resolution procedures:

Negotiation

Optional mediation

Binding arbitration or litigation exclusively in Alabama courts

Venue: [County/City in Alabama]

Governing law: Laws of the State of Alabama

15. Notice

Required format for communications: [Email, certified mail, etc.]

Deemed receipt times: [Specify times]

Point of contact for Consultant: [Name and Contact Information]

Point of contact for Client: [Name and Contact Information]

16. Records Retention and Audit Rights

Records retention and audit rights (if applicable): [Specify terms, referencing any applicable Alabama state agency review requirements]

17. Assignment

Assignment of rights or subcontracting: [Specify terms, requiring prior written consent]

Alabama-specific restrictions: [List any Alabama-specific restrictions]

18. Compliance with Laws

Consultant shall comply with all applicable Alabama and federal laws, regulations, industry codes, and ethical rules.

Acknowledgment of Alabama ethics rules (especially for consulting to public entities): [Include acknowledgment]

19. General Provisions

Severability

Integration/Entire Agreement

Waiver

Amendment

20. Client is Government Agency or Public Institution

Option A: This clause applies if the client is a government agency or public institution in Alabama.

Option B: This clause does not apply.

Additional requirements: [Address additional requirements such as open records compliance, state procurement clauses, minimum minority- or women-owned business participation, or E-Verify declarations]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Consultant Full Legal Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]

[Client Full Legal Name]

By: [Signature]

Name: [Printed Name]

Title: [Title]