Connecticut consulting service contract template

Connecticut Consulting Services Contract

This Connecticut Consulting Services Contract (the “Agreement”) is made and entered into as of [Date], by and between:

• [Consultant Company Name], a [State] [Entity Type] with its principal place of business at [Consultant Address], hereinafter referred to as “Consultant,” and
  • Primary Contact: [Consultant Contact Name]
  • Email: [Consultant Email]
  • Phone: [Consultant Phone]
• [Client Company Name], a [State] [Entity Type] with its principal place of business at [Client Address], hereinafter referred to as “Client.”
  • Primary Contact: [Client Contact Name]
  • Email: [Client Email]
  • Phone: [Client Phone]

1. Scope of Services

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

• Detailed Description: [Detailed description of services, tasks, objectives, methodologies, deliverables, timelines, and any interim or final reports]
• Industry: [Client's Specific Industry]
• Deliverables:
  • List of Deliverables: [List each deliverable with specific details.]
  • Timeline: [Specify the timeline for each deliverable.]

2. Service Exclusions

The following services are specifically excluded from the scope of this Agreement:

• Excluded Services: [List of services not included in this contract]

3. Client Cooperation and Resources

The Client shall provide the following cooperation and resources to the Consultant:

• Required Resources: [List data access, personnel availability, approvals, proprietary tools etc.]

4. Location of Services

The Consultant will provide services:

• Option A: On-site at the Client’s premises located in Connecticut at [Client Address].
• Option B: Remotely.
• Option C: Hybrid – A combination of on-site and remote work as mutually agreed upon.

5. Travel and Expenses

If travel is required, the following terms apply:

• Travel Details: [Specify details regarding travel, including destinations and frequency.]
• Expense Reimbursement:
  • Option A: The Client will reimburse the Consultant for reasonable and necessary travel expenses in accordance with Connecticut’s travel and expense guidelines. [Specify guidelines]
  • Option B: Travel expenses are included in the fees outlined in Section 6.
  • Per Diem: [Specify per diem rates, if applicable.]

6. Fees and Payment

The Client shall pay the Consultant as follows:

• Fee Structure:
  • Option A: Flat Fee: [Dollar Amount] for the entire project.
  • Option B: Hourly Rate: [Dollar Amount] per hour.
  • Option C: Retainer: [Dollar Amount] per [Time Period].
  • Option D: Outcome-Based: [Description of payment tied to specific outcomes]
• Payment Milestones: [Specify payment milestones and corresponding amounts]
• Invoice Timing: [Specify frequency of invoicing, e.g., monthly, upon completion of milestones]
• Payment Methods: [List acceptable payment methods, e.g., check, wire transfer]
• Late Payment Penalties: [Specify penalties for late payments, e.g., interest rate]
• Connecticut Sales and Use Tax: The Client is responsible for any applicable Connecticut sales and use taxes on consulting services as per Connecticut General Statutes Chapter 219. [Specify if tax is included or excluded in the fee.] Consultant's Tax Registration Number: [Consultant's Tax Registration Number]

7. Independent Contractor Status

The Consultant is an independent contractor and not an employee of the Client. Nothing in this Agreement shall be construed to create an employer-employee relationship for the purposes of taxation, benefits, unemployment, or any other purpose. The Consultant is solely responsible for all applicable federal and Connecticut state taxes. The Consultant shall comply with all applicable requirements under Connecticut law for independent contractors.

8. Intellectual Property

• Ownership:
  • Option A: All work product, proprietary methodologies, and intellectual property developed during the engagement shall be owned by the Client upon receipt of full payment.
  • Option B: The Consultant retains ownership of pre-existing materials and methodologies. New work product specifically created for the Client will be owned by the Client upon full payment. [Specify ownership details for specific deliverables.]

9. Confidentiality and Data Privacy

The Consultant agrees to hold all confidential information of the Client in strict confidence. This includes, but is not limited to, proprietary information, trade secrets, and personally identifiable information (PII). Both parties shall comply with all applicable Connecticut data privacy laws, including the Connecticut Data Privacy Act (CTDPA), if applicable. [Specify data security measures.]

10. Compliance with Laws

The Consultant shall comply with all applicable Connecticut and federal laws, including labor regulations, professional licensing requirements, anti-bribery/anti-corruption laws, and industry-specific rules.

11. Deliverable Acceptance

The Client shall review each deliverable and provide feedback to the Consultant within [Number] days of receipt. The Consultant will address the feedback and resubmit the deliverable within [Number] days. If the Client does not provide feedback within [Number] days, the deliverable shall be deemed accepted.

12. Project Change Management

Any changes to the scope of services, deliverables, or timeline must be documented in a written addendum to this Agreement, signed by both parties. The addendum shall specify any changes to the fees or timeline.

13. Termination

• Termination for Cause: Either party may terminate this Agreement for cause if the other party breaches a material provision of this Agreement and fails to cure such breach within [Number] days after written notice.
• Termination for Convenience: The Client may terminate this Agreement for convenience upon [Number] days written notice to the Consultant. In such case, the Client shall pay the Consultant for all services performed up to the date of termination. [Specify early termination fees, if applicable.]
• Mutual Agreement: This Agreement may be terminated by mutual written agreement of both parties.
• Automatic Termination: This Agreement will automatically terminate upon the occurrence of [Specify automatic termination triggers, e.g., insolvency, illegal activity].

14. Post-Termination Duties

Upon termination of this Agreement, the Consultant shall:

• Transition Assistance: Provide reasonable transition assistance to the Client.
• Outstanding Payments: Be entitled to all outstanding payments for services rendered prior to termination.
• Property Return: Return all Client property and confidential information.
• Continuing Confidentiality: Continue to maintain the confidentiality of Client information.

15. Insurance

The Consultant shall maintain the following insurance coverage:

• Professional Liability/Errors & Omissions Insurance: [Specify coverage amount]
• General Liability Insurance: [Specify coverage amount]
• Workers’ Compensation Insurance: (If applicable) As required by Connecticut law.
• Certificates of Insurance: The Consultant shall provide certificates of insurance to the Client upon request.

16. Limitation of Liability

• Liability Limits: Each party’s liability shall be limited to the amount of fees paid under this Agreement.
• Indemnification: Each party shall indemnify and hold harmless the other party from any third-party claims arising out of its own negligence or willful misconduct.
• Exclusion of Consequential Damages: Neither party shall be liable for any consequential, incidental, indirect, or special damages.
• Professional Standards: The Consultant shall perform services in accordance with reasonable professional standards.

17. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved as follows:

• Negotiation: The parties shall first attempt to resolve the dispute through good-faith negotiation.
• Mediation: If negotiation fails, the parties shall submit the dispute to mediation in Connecticut.
• Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Connecticut. The venue for any legal action shall be in the state courts located in [County Name], Connecticut.

18. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, war, terrorism, natural disasters, and government regulations, consistent with Connecticut legal standards.

19. Records Retention and Audit Rights

The Client shall have the right to audit the Consultant’s records relating to this Agreement. The Consultant shall retain records for [Number] years, in accordance with Connecticut statutory retention requirements.

20. Non-Solicitation and Non-Competition

• Non-Solicitation: The Consultant agrees not to solicit the Client’s employees or customers for a period of [Number] years after the termination of this Agreement.
• Non-Competition: (Where enforceable under Connecticut law) The Consultant agrees not to compete with the Client within a [Radius] radius of [City], Connecticut, for a period of [Number] years after the termination of this Agreement, specifically regarding [Specific type of services].

21. Assignment and Subcontracting

Neither party may assign or subcontract its obligations under this Agreement without the prior written consent of the other party.

22. General Provisions

• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Notice: All notices shall be in writing and delivered to the addresses set forth above. Consent is given for notice via email.

23. Consumer Protection Compliance

If the Client is an individual or small business, the Consultant shall comply with all applicable Connecticut consumer protection and deceptive trade practice statutes.

24. Government or Regulatory Inquiries

If the consulting services pertain to regulated industries subject to Connecticut oversight, the Consultant shall promptly notify the Client of any government or regulatory inquiries and cooperate fully with the Client in responding to such inquiries.

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

[Consultant Company Name]

By: [Consultant Name]

Title: [Consultant Title]

[Client Company Name]

By: [Client Name]

Title: [Client Title]