California consulting service contract template

California Consulting Service Agreement

This California Consulting Service Agreement ("Agreement") is made and entered into as of [Date] by and between:

• [Consultant Legal Name], a [Consultant Entity Type, e.g., Sole Proprietorship, LLC, Corporation] with a business address at [Consultant Business Address], and primary contact [Consultant Primary Contact Name], phone number [Consultant Phone Number], and email address [Consultant Email Address] ("Consultant"); and
• [Client Legal Name], a [Client Entity Type, e.g., Corporation, LLC] organized and existing under the laws of [State of Incorporation], with a business address at [Client Business Address], and primary contact [Client Primary Contact Name], phone number [Client Phone Number], and email address [Client Email Address]. [Client California Secretary of State Registration Status, e.g., Registered, Not Registered] ("Client").

1. Consulting Services

• Option A: Consultant shall provide the following consulting services to Client: [Description of Consulting Services, including scope, objectives, project phases, key tasks, deliverable descriptions, advisory limitations, service timelines, and communication protocols].
• Option B: Consultant shall provide the consulting services as detailed in Exhibit A, attached hereto and incorporated by reference.

2. Deliverables and Acceptance

• Option A: Deliverables shall be in the following format: [Specify deliverable formats, e.g., written reports, presentations, software code], and shall be delivered according to the following schedule: [Specify reporting methods, interim and final report requirements, client feedback cycles].
• Option B: Acceptance of deliverables shall be based on the following criteria: [Specify criteria for acceptance or revision of deliverables, e.g., meeting specific performance metrics, client satisfaction].

3. Client Responsibilities

• Option A: Client shall provide Consultant with the following materials, access, or background information: [List materials, access, or background information the client must supply, e.g., data, internal documents, personnel access].
• Option B: Client acknowledges Consultant's need for reasonable access to its facilities, systems, and personnel to perform the services effectively.

Consultant shall maintain data security and confidentiality in accordance with Section 9.

4. Consultant Responsibilities

• Option A: Consultant shall schedule meetings with Client as needed and provide regular progress updates.
• Option B: Consultant shall promptly notify Client of any anticipated delays or issues that may affect the project timeline or deliverables.

All change orders must be documented in writing and approved by both parties.

5. Work Location

• Option A: The work will be performed on-site at Client’s California premises.
• Option B: The work will be performed remotely.
• Option C: The work will be performed in a hybrid manner, with [Specify Percentage or Days] on-site and the remainder remotely.

If work is performed on-site, Consultant shall comply with all applicable Client workplace policies, including California COVID-19 regulations and Cal/OSHA requirements.

6. Travel and Expenses

• Option A: Consultant may be required to travel to [Specify Locations] for this project. All travel must be pre-approved by Client.
• Option B: Reimbursable expenses, subject to California tax treatment, include [List Reimbursable Expenses, e.g., travel, lodging, meals]. Acceptable documentation includes [Specify Acceptable Documentation, e.g., receipts].
• Option C: Expense submissions shall be made [Specify Timing, e.g., monthly].

7. Compensation

• Option A: Consultant shall be compensated at an hourly rate of [Hourly Rate] per hour.
• Option B: Consultant shall be compensated at a daily rate of [Daily Rate] per day.
• Option C: Consultant shall be compensated with a retainer fee of [Retainer Fee] per [Time Period, e.g., month], plus [Additional Compensation Details, if any].
• Option D: Consultant shall be compensated with a fixed fee of [Fixed Fee] for the entire project, payable as follows: [Payment Schedule, e.g., milestones].
• Option E: Consultant shall be compensated based on performance, according to the following metrics: [Performance Metrics].

For non-exempt staff, overtime rules aligned with California law apply. Consultant is responsible for all California payroll tax and business tax compliance.

8. Payment

• Option A: Client shall pay Consultant within [Number] days of receipt of invoice.
• Option B: Invoices shall include [Specify Invoicing Documentation, e.g., date, services rendered, hours worked].
• Option C: Late payments shall accrue interest at a rate of [Interest Rate] per month, not exceeding the maximum allowable rate under California usury laws.

Required withholding or backup withholding for out-of-state consultants, if applicable, will be handled by the Client.

9. Confidentiality

• Option A: Consultant agrees to hold all Confidential Information of Client in strict confidence and not to disclose such Confidential Information to any third party without Client’s prior written consent, consistent with the California Consumer Privacy Act (CCPA).
• Option B: "Confidential Information" includes [Identify Types of Confidential Material, e.g., client data, trade secrets, business plans], but excludes information that is [Exclusion Circumstances, e.g., publicly available, already known to Consultant].

The duration of confidentiality shall be [Duration] post-termination. Client shall have access to consultant work papers and retention of records in accordance with California business regulations and statute of limitations for potential claims.

10. Intellectual Property

• Option A: All intellectual property rights in deliverables shall be owned by [Client/Consultant].
• Option B: Consultant hereby assigns to Client all right, title, and interest in and to all work product, copyrights, and inventions created by Consultant in connection with the services provided hereunder, subject to California Labor Code § 2870-2872 regarding independent contractor innovation ownership.

Client shall have the right to use, modify, or sublicense the deliverables. Consultant retains the right to use general knowledge, skills and experience, and may use the deliverables for portfolio and self-promotion purposes, respecting client confidentiality.

11. Independent Contractor Status

• Option A: Consultant is an independent contractor and not an employee, partner, or agent of Client, consistent with California's AB 5 and ABC Test compliance.
• Option B: Consultant is responsible for all taxes, insurance, and benefits associated with its services.

Consultant represents that it meets the requirements of California law for independent contractor status.

12. Term and Termination

• Option A: This Agreement shall commence on [Start Date] and shall continue for a term of [Duration].
• Option B: This Agreement may be terminated by either party for cause upon [Number] days written notice.
• Option C: This Agreement may be terminated by either party for convenience upon [Number] days written notice.

Post-termination obligations include the return of client materials and final payment on completed and accepted deliverables.

13. Limitation of Liability

• Option A: Consultant’s liability under this Agreement shall be capped at [Dollar Amount].
• Option B: Neither party shall be liable for consequential, incidental, or punitive damages.

This section is subject to allowable limits under California law.

14. Dispute Resolution

• Option A: Any disputes arising under this Agreement shall be resolved through negotiation, mediation, and, if necessary, binding arbitration in [County] County, California.
• Option B: This Agreement shall be governed by and construed in accordance with the laws of the State of California.

Both parties consent to jurisdiction in California.

15. Insurance

• Option A: Consultant shall maintain professional liability (E&O) insurance with a minimum coverage of [Dollar Amount].
• Option B: Consultant shall maintain general liability insurance with a minimum coverage of [Dollar Amount].

16. Compliance with Laws

• Option A: Consultant shall comply with all applicable California and federal laws, including state consumer protection, privacy, non-discrimination, and anti-harassment statutes such as the Unruh Civil Rights Act and FEHA.
• Option B: Consultant shall comply with specific sectoral regulations for industries such as healthcare, finance, or education, as applicable.

17. Force Majeure

• Option A: Neither party shall be liable for delays or failures to perform due to force majeure events, including wildfires, earthquakes, and public health orders in California.
• Option B: In the event of a force majeure event, the affected party shall promptly notify the other party and make reasonable efforts to mitigate the impact.

18. Assignment

• Option A: This Agreement may not be assigned by either party without the prior written consent of the other party.
• Option B: Subcontracting requires client consent and compliance with California labor and privacy laws by all subcontractors.

19. Notices

• Option A: 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 electronic mail to the addresses set forth above.
• Option B: Legal notices must be sent to the designated contact addresses within California.

20. Miscellaneous

• Option A: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Option B: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Option C: This Agreement may be modified only by a written instrument signed by both parties.

Signed:

____________________________

[Consultant Name]

____________________________

[Client Name]