Arizona consulting service contract template

Arizona Consulting Services Agreement

This Arizona Consulting Services Agreement (the "Agreement") is made and entered into as of this [Date] by and between:

• [Consultant Full Legal Name], located at [Consultant Business Address], whose Arizona business entity status is [Consultant Business Entity Status, e.g., LLC, Corporation, Sole Proprietorship] (hereinafter referred to as "Consultant"), and
• [Client Full Legal Name], located at [Client Business Address] (hereinafter referred to as "Client").

1. Scope of Services

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

• Option A: Detailed description of specific services to be provided: [Detailed Description of Services]
• Option B: General description of services with attached Exhibit A detailing specific tasks: [General Description of Services]; see Exhibit A.
• Specific business objectives: [Business Objectives]
• Deliverables: [List of Deliverables]
• Work Methods: [Description of Work Methods]
• Reporting Requirements: [Description of Reporting Requirements]
• Documentation: [Description of Documentation Requirements]
• Standards of Performance expected by Arizona industry practices: [Detailed Description of Standards of Performance]

2. Project Milestones and Timelines

The following project milestones and timelines shall apply:

• Option A: Detailed milestone schedule with specific deadlines:
  • Milestone 1: [Description of Milestone 1] - Deadline: [Date]
  • Milestone 2: [Description of Milestone 2] - Deadline: [Date]
  • Milestone 3: [Description of Milestone 3] - Deadline: [Date]
• Option B: Project completion date: [Date] with mutually agreed-upon milestones to be defined within [Number] days of the Effective Date.
• Performance Acceptance Criteria: [Detailed Description of Performance Acceptance Criteria]

3. Client Obligations

The Client shall provide the following information, materials, and access to the Consultant:

• [List of Information, Materials, and Access]
• Timeframe for provision: [Timeframe]
• Other Client Obligations: [List of Other Client Obligations Unique to the Consulting Project]

4. Work Location and Travel

• Option A: Remote Work: The Consultant will perform the services remotely.
• Option B: On-site Work: The Consultant will perform the services on-site at the Client's Arizona location at [Client Location Address].
• Option C: Hybrid: The Consultant will perform the services both remotely and on-site. The on-site schedule will be: [On-site Schedule].
• Travel Expectations: [Description of Travel Expectations, if any]
• Reimbursement Rates: Travel expenses will be reimbursed at [Rate] per mile, and other reasonable expenses will be reimbursed with prior written approval.

5. Service Fees and Payment

• Option A: Hourly Rate: The Consultant's hourly rate is [Dollar Amount] per hour.
• Option B: Retainer: The Client shall pay a retainer fee of [Dollar Amount] per [Time Period].
• Option C: Flat Fee: The total fee for the services is [Dollar Amount].
• Option D: Milestone Payments: Payments will be made upon completion of the following milestones:
  • Milestone 1: [Dollar Amount]
  • Milestone 2: [Dollar Amount]
  • Milestone 3: [Dollar Amount]
• Payment Schedule: [Description of Payment Schedule]
• Invoicing Method: [Description of Invoicing Method]
• Late Payment Interest: Late payments shall accrue interest at a rate of [Percentage]% per month, not to exceed the maximum rate permitted by Arizona law.
• Applicable Arizona Sales or Transactional Privilege Tax: [Description of Applicability of Arizona Sales or Transactional Privilege Tax]

6. Intellectual Property Rights

• Option A: Client Ownership: All intellectual property rights in any deliverables, inventions, reports, and other works created under this Agreement shall be owned by the Client.
• Option B: Consultant Ownership: All intellectual property rights in any deliverables, inventions, reports, and other works created under this Agreement shall be owned by the Consultant.
  • License-Back to Client: Consultant grants Client a [Type of License, e.g., perpetual, irrevocable, non-exclusive] license to use the intellectual property.
• Moral Rights: Consultant irrevocably waives all moral rights in the deliverables to the fullest extent permitted by Arizona law.

7. Confidentiality and Non-Disclosure

Each party agrees to hold the other party's confidential information in confidence and not to disclose it to any third party, except as required by law. This obligation shall survive the termination of this Agreement. This clause is subject to the Arizona Uniform Trade Secrets Act (A.R.S. Title 44, Chapter 4).

• Security Measures: [Description of Security Measures for Protecting Client and Third-Party Data]
• Arizona-Specific Data Privacy or Cybersecurity Requirements: [Description of Compliance with Arizona-Specific Data Privacy or Cybersecurity Requirements]

8. Non-Compete and Non-Solicitation

• Option A: No Non-Compete or Non-Solicitation: This Agreement does not contain a non-compete or non-solicitation clause.
• Option B: Non-Compete and Non-Solicitation: During the term of this Agreement and for a period of [Number] months following its termination, Consultant shall not, directly or indirectly, compete with Client within a [Geographic Area] radius of Client’s principal place of business, or solicit Client’s employees or customers. This provision is intended to be enforceable under Arizona law.

9. Conflict of Interest

The Consultant shall disclose any actual or potential conflicts of interest to the Client. The Consultant agrees to avoid any conflicts of interest during the term of this Agreement.

10. Deliverable Acceptance

• Inspection Period: Client shall have [Number] days to inspect deliverables.
• Notice of Deficiencies: Client shall notify Consultant of any deficiencies within [Number] days of receipt.
• Consultant's Right to Cure: Consultant shall have [Number] days to cure any deficiencies.

11. Support and Post-Engagement Assistance

• Duration: [Duration of Support or Post-Engagement Assistance]
• Scope: [Scope of Support or Post-Engagement Assistance]
• Rates: [Rates for Support or Post-Engagement Assistance]
• Terms: [Terms for Support or Post-Engagement Assistance]

12. Liability and Indemnification

• Liability Limitations: The Consultant's liability under this Agreement shall be limited to the amount of fees paid by the Client to the Consultant.
• Indemnification: The Client agrees to indemnify and hold harmless the Consultant from any and all claims, damages, and expenses arising out of the Client's breach of this Agreement or the Client's negligence. This does not include indemnification for willful misconduct or gross negligence.
• Mutual Hold Harmless: Each party agrees to hold harmless the other from claims arising from their own actions.
• Waiver of Consequential Damages: To the extent permitted under Arizona law, neither party shall be liable for consequential, incidental, or indirect damages.

13. Insurance

The Consultant shall maintain the following insurance coverage:

• Professional Liability Insurance: [Dollar Amount]
• Errors and Omissions Insurance: [Dollar Amount]
• General Liability Insurance: [Dollar Amount]

14. Termination

• Option A: Termination for Cause: Either party may terminate this Agreement for cause upon [Number] days' written notice.
• Option B: Termination for Convenience: The Client may terminate this Agreement for convenience upon [Number] days' written notice.
• Option C: Termination upon Mutual Agreement: This Agreement may be terminated upon the mutual written agreement of both parties.
• Payment for Work Completed: Upon termination, the Client shall pay the Consultant for all work completed up to the date of termination.
• Transfer of Materials: Upon termination, the Consultant shall transfer all materials and documents belonging to the Client.

15. Remedies for Breach

In the event of a breach of this Agreement, the non-breaching party shall be entitled to damages, equitable relief, and attorney's fees, as permitted by Arizona contract law.

16. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona. The venue for any legal action arising out of this Agreement shall be [County, e.g., Maricopa County], Arizona.

• Dispute Resolution Procedures:
  • Negotiation: The parties agree to first attempt to resolve any dispute through good-faith negotiation.
  • Mediation: If negotiation fails, the parties agree to submit the dispute to mediation.
  • Arbitration: If mediation fails, the parties agree to submit the dispute to binding arbitration.

17. Compliance with Laws

The Consultant shall comply with all applicable Arizona and federal laws, rules, and regulations, including but not limited to the Arizona Consumer Fraud Act (A.R.S. 44-1521 et seq.) and other relevant professional regulations.

18. Notices

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, or sent by email to the following addresses:

• To Consultant: [Consultant Full Legal Name], [Consultant Business Address], Email: [Consultant Email Address]
• To Client: [Client Full Legal Name], [Client Business Address], Email: [Client Email Address]

Effective Date of Notice: [Date] if sent by certified mail or delivery; date of email transmission if sent by email.

19. Independent Contractor Status

The Consultant is an independent contractor and not an employee of the Client. The Client shall not be responsible for withholding any taxes or providing any benefits to the Consultant. This is consistent with Arizona's tests for worker classification (A.R.S. 23-902).

20. Taxes and Benefits

The Consultant is responsible for all taxes, insurance, and employee benefits in accordance with Arizona law.

21. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written communications and agreements. This Agreement may only be amended in writing signed by both parties.

22. Signatures

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

____________________________

[Consultant Full Legal Name]

By: [Consultant Authorized Representative Name]

Title: [Consultant Authorized Representative Title]

____________________________

[Client Full Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Authorized Representative Title]

23. Electronic Signatures

Electronic signatures are permissible and shall be governed by Arizona Revised Statutes and the Uniform Electronic Transactions Act (A.R.S. 44-7001 et seq.).

[NOTE: Notarization or witnessing is not generally required in Arizona but may be added if the Client requests.]