Delaware consulting service contract template

Delaware Consulting Services Contract

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

• [Consultant Legal Name], a [Consultant Business Entity Type] with its principal place of business at [Consultant Address] (the “Consultant”), and, if applicable, Delaware registered agent information: [Consultant Registered Agent Name], [Consultant Registered Agent Address].
• [Client Legal Name], a [Client Business Entity Type] with its principal place of business at [Client Address] (the “Client”), and, if applicable, Delaware registered agent information: [Client Registered Agent Name], [Client Registered Agent Address].

1. Scope of Services

• Option A: The Consultant shall provide the following consulting services to the Client (the “Services”): [Detailed Description of Services, including deliverables, consulting phases, methodologies, and expected outcomes. Differentiate between advice, recommendations, implementation assistance, and reporting.]
• Option B: The Services shall be as described in the Statement of Work attached hereto as Exhibit A and incorporated herein by reference.

2. Location and Manner of Service Provision

• Option A: The Services will be performed remotely.
• Option B: The Services will be performed on-site at [Client Location] in Delaware. Consultant will be required to be on-site [Number] days per week/month.
• Option C: The Services will be performed in a hybrid manner, with [Percentage]% performed remotely and [Percentage]% performed on-site at [Client Location] in Delaware.

3. Client Responsibilities

• Option A: The Client shall provide the Consultant with access to the following materials, data, and cooperation necessary for the performance of the Services: [List of Materials, Data, and Cooperation Required].
  • The Client shall provide the above items by [Date].
  • The Client shall respond to Consultant inquiries within [Number] business days.
• Option B: The Client shall assign [Client Principal Contact Name] as the principal contact person for this Agreement and [Client Project Manager Name] as the project manager.

4. Service Milestones, Deadlines, and Deliverables

• The following service milestones, deadlines, and deliverables acceptance criteria shall apply: [List of Milestones, Deadlines, Deliverables, and Acceptance Criteria. Include Reporting or Presentation Schedules.]

5. Service Fees and Payment

• Option A: The Client shall pay the Consultant at an hourly rate of [Hourly Rate] per hour for the Services.
• Option B: The Client shall pay the Consultant a flat project fee of [Flat Project Fee] for the Services.
• Option C: The Client shall pay the Consultant a retainer of [Retainer Amount] per month.
• Expense Reimbursement: The Client shall reimburse the Consultant for reasonable expenses incurred in connection with the performance of the Services, in accordance with the Client's expense reimbursement policy.
• Invoice Submission: The Consultant shall submit invoices to the Client on a [Frequency - e.g., monthly] basis.
• Payment Schedule: The Client shall pay invoices within [Number] days of receipt.
• Late Payment Interest: Late payments shall accrue interest at the rate of [Interest Rate]% per month, not exceeding the maximum rate permitted by Delaware law.
• Sales Tax: The fees stated do/do not include applicable Delaware sales or gross receipts tax. [Specify if tax is included and how it will be handled.]

6. Independent Contractor Status

• The Consultant is an independent contractor and not an employee, partner, or joint venturer of the Client. The Consultant is responsible for all federal, state (including Delaware), and local taxes, insurance, and benefits.

7. Intellectual Property Rights

• Option A: Consultant-Developed Deliverables: All intellectual property rights in the deliverables developed by the Consultant shall vest in the Client. These deliverables shall be considered “work made for hire” under Delaware law.
• Option B: Pre-Existing Materials: The Consultant retains all intellectual property rights in its pre-existing materials.
• Licensing: The Consultant grants the Client a [Type of License - e.g., non-exclusive, perpetual] license to use the Consultant’s pre-existing materials incorporated into the deliverables.
• Client Use Restrictions: The Client shall not [List Restrictions on Use of Deliverables].

8. Confidentiality

• The Consultant shall maintain the confidentiality of the Client's proprietary information and trade secrets in accordance with the Delaware Uniform Trade Secrets Act.
  • Security Measures: The Consultant shall implement reasonable security measures to protect the Client's confidential information.
  • Non-Disclosure Period: The Consultant’s confidentiality obligations shall continue for [Number] years after the termination of this Agreement.
  • Exceptions: The Consultant’s confidentiality obligations shall not apply to information that is (a) already publicly known, (b) rightfully received from a third party, or (c) required to be disclosed by law.

9. Non-Solicitation/Non-Compete

• Option A: Non-Solicitation: During the term of this Agreement and for a period of [Number] years thereafter, the Consultant shall not solicit the Client's employees or customers.
• Option B: Non-Compete: During the term of this Agreement and for a period of [Number] months thereafter, the Consultant shall not engage in a business that competes with the Client within a [Geographic Area]. This non-compete is narrowly tailored and enforceable under Delaware law.
• Option C: No Non-Solicitation or Non-Compete Restrictions apply to this contract.

10. Data Privacy

• The Consultant shall protect the privacy of any sensitive or personal data in accordance with applicable Delaware and federal laws. The Consultant shall handle personal data according to the terms outlined in [Reference Data Handling Addendum or Policy].

11. Compliance

• The Consultant shall comply with all applicable Delaware and federal business conduct, anti-bribery, and professional regulations affecting consulting services in the Client’s industry sector.

12. Conflicts of Interest

• The Consultant represents that it has no conflicts of interest that would prevent it from performing the Services. The Consultant shall promptly disclose any potential conflicts of interest that arise during the term of this Agreement.

13. Record-Keeping and Audit Rights

• The Consultant shall maintain accurate records of its Services and expenses. The Client shall have the right to audit the Consultant’s records upon reasonable notice [Specify terms of audit.].

14. Service Changes and Amendments

• Any changes to the Services or this Agreement shall be made in writing and signed by both parties (a “Change Order”). Changes to fees and timelines will be adjusted as mutually agreed.

15. Insurance

• The Consultant shall maintain the following insurance coverage:
  • Professional Liability/Errors & Omissions Insurance: [Minimum Limit].
  • General Liability Insurance: [Minimum Limit].
  • [Additional Coverage, if required].
• The Consultant shall furnish the Client with certificates of insurance upon request.

16. Termination

• Option A: Termination for Cause: Either party may terminate this Agreement for cause upon written notice if the other party breaches this Agreement.
• Option B: Termination for Convenience: Either party may terminate this Agreement for convenience upon [Number] days’ written notice.
• Termination by Mutual Agreement: This agreement may be terminated upon mutual written agreement by both parties.
• Termination Fees: [Specify Termination Fees, if any.]
• Obligations on Termination: Upon termination, the Consultant shall [Specify Obligations on Transition, Knowledge Transfer, or Continuity Support.].

17. Liability Limitations and Indemnification

• Limitation of Liability: In no event shall either party be liable for any indirect or punitive damages.
• Remedy for Defective Advice: The Consultant’s obligation to remedy defective advice or re-perform services shall be limited to [Specify Scope of Obligation].
• Indemnification: The Consultant shall indemnify and hold harmless the Client from any claims arising out of the Consultant’s negligence or willful misconduct. Indemnities are in line with Delaware practice.

18. Force Majeure

• Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to a force majeure event. Excusable delays, notification procedures, mitigation, and resumption of service.

19. Warranty of Services

• The Consultant warrants that it will perform the Services in a professional and workmanlike manner, consistent with applicable professional and ethical obligations and industry standards.

20. Dispute Resolution

• Option A: Mandatory Negotiation: The parties shall first attempt to resolve any disputes through good faith negotiation.
• Option B: Mediation: If negotiation fails, the parties shall submit the dispute to non-binding mediation in Wilmington, Delaware.
• Option C: Arbitration/Litigation: If mediation fails, the parties shall submit the dispute to final arbitration or litigation in Delaware state or federal courts.
• Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware. Venue for any legal action shall be exclusively in Delaware.

21. Severability

• If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

22. Waiver

• No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

23. Delaware Electronic Transactions Act Compliance

• This Agreement and related documents may be executed electronically and in counterparts, and each counterpart shall have the effect of an original and together shall constitute one and the same agreement. The parties agree that electronic signatures shall be binding and admissible as evidence.

24. Entire Agreement

• This Agreement, including any attached exhibits or schedules, constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written. All representations or warranties not expressly included are excluded (Delaware legal principle of contract integration).

25. Adaptability and Optionality

• Certain terms of this Agreement may be adapted or are optional to meet specific client project, industry, or compliance requirements.

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

[Consultant Legal Name]

By: [Consultant Authorized Representative Name]

Title: [Consultant Authorized Representative Title]

Date: [Date]

[Client Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Authorized Representative Title]

Date: [Date]

Attachments:

• Exhibit A: Statement of Work
• Exhibit B: Fee Table
• [List any other attachments]