Florida consulting service contract template

Florida Consulting Services Agreement

This Florida Consulting Services Agreement (the "Agreement") is made and effective as of [Effective Date],

BETWEEN:

[Consultant Legal Name], a [Consultant Entity Type] with its principal place of business at [Consultant Address] ("Consultant"),

AND:

[Client Legal Name], a [Client Entity Type] with its principal place of business at [Client Address] ("Client").

1. Scope of Services

Option A: Consultant will provide the following consulting services to Client:

• [List of Services, e.g., Strategy Advisement, Needs Assessment, Process Improvement, Compliance Evaluation, Training, Market Analysis]

Option B: The detailed scope of services is described in Exhibit A attached hereto and incorporated by reference.

Deliverables: The Consultant shall provide the following deliverables to Client:

• [List of Deliverables with Measurable Standards]

Timelines:

• The project will be completed according to the following timeline: [Detailed Timeline with Completion Dates and Milestone Reviews].

2. Client Responsibilities

The Client shall:

• Provide Consultant with access to all information, personnel, and resources reasonably necessary to perform the services.
• Cooperate with Consultant in a timely and efficient manner.
• Designate a primary contact person: [Client Contact Name], [Client Contact Title], [Client Contact Email], [Client Contact Phone].

3. Service Location

Option A: The services will be performed remotely.

Option B: The services will be performed at Client's premises located at [Client Address].

Option C: The services will be performed at other locations as mutually agreed upon in writing.

Travel: If travel within Florida is required, reimbursement for reasonable expenses will be governed by the following policy: [Detailed Reimbursement Policy, including mileage rate and allowable expenses].

4. Fees and Payment

Option A: Hourly Rate: The Client shall pay Consultant at an hourly rate of [Hourly Rate].

Option B: Retainer: The Client shall pay Consultant a retainer fee of [Retainer Fee] per [Time Period].

Option C: Project-Based: The Client shall pay Consultant a fixed fee of [Project Fee] for the entire project.

Option D: Milestone Payments: The Client shall pay Consultant according to the following milestone schedule: [Detailed Milestone Schedule with Payment Amounts].

Florida Sales Tax: [Applicable Sales Tax Rate]% Florida sales tax will be added to all invoices as required by Florida law.

Payment Method: Payments shall be made via [Payment Method, e.g., Check, Wire Transfer, ACH].

Invoicing Schedule: Consultant will submit invoices [Invoicing Schedule, e.g., Monthly, Bi-weekly, Upon Completion of Milestones].

Late Payment: Payments are due within [Number] days of the invoice date. Late payments will be subject to a late fee of [Late Fee Percentage]% per month or the maximum rate permitted by Florida law, whichever is lower.

5. Intellectual Property

Option A: Ownership of all deliverables, reports, and work product created by Consultant shall remain with Consultant.

Option B: Upon full payment, all deliverables, reports, and work product created by Consultant shall be transferred to Client.

All intellectual property rights shall be governed by Florida's default rules on work for hire and statutory exceptions.

6. Non-Compete, Non-Solicitation, and Non-Circumvention

Non-Compete: During the term of this Agreement and for a period of [Number] months following termination, Consultant shall not, within a radius of [Number] miles of Client's principal place of business, engage in any business that is directly competitive with Client's business. This clause is intended to be reasonable in time, geography, and scope as required by Florida Statute § 542.335.

Non-Solicitation: During the term of this Agreement and for a period of [Number] months following termination, Consultant shall not solicit, recruit, or hire any employee or contractor of Client.

Non-Circumvention: Consultant agrees not to circumvent Client by directly contacting or conducting business with Client’s clients, vendors, or partners, without Client’s express written consent, during the term of this agreement and for a period of [Number] months following termination.

Adequate consideration for these clauses is the mutual promises contained in this Agreement.

7. Confidentiality and Non-Disclosure

Consultant shall hold all Confidential Information of Client in strict confidence and shall not disclose such information to any third party without Client's prior written consent.

Confidential Information includes, but is not limited to, [Define Confidential Information].

The obligations of confidentiality shall survive termination of this Agreement for a period of [Number] years.

This clause aligns with Florida’s legal standards for protecting business information.

8. Privacy and Data Protection

If Consultant handles personal data of Floridian consumers or employees, Consultant shall comply with all applicable Florida and federal laws, including but not limited to the Florida Information Protection Act of 2014 (FIPA), HIPAA, and any other relevant sectoral laws.

Consultant shall implement and maintain reasonable security measures to protect personal data from unauthorized access, use, or disclosure.

9. Insurance

Consultant shall maintain professional liability insurance with a minimum coverage of [Dollar Amount].

Option A: Client shall be named as an additional insured on Consultant's professional liability policy.

Consultant shall provide Client with proof of insurance upon request.

10. Service Quality and Warranty

Consultant warrants that the services will be performed in a professional and workmanlike manner.

Client shall have [Number] days to review deliverables and request corrections.

THE FOREGOING WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

11. Change Orders

Any changes to the scope of services, deliverables, or timelines must be documented in a written change order signed by both parties.

Change orders shall include a description of the changes, the impact on fees and deadlines, and the approval of both parties.

12. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, hurricanes, floods, fire, or other natural disasters common in Florida.

The affected party shall provide prompt written notice to the other party of the force majeure event and shall use commercially reasonable efforts to mitigate the impact of the event.

If the force majeure event continues for more than [Number] days, either party may terminate this Agreement upon written notice to the other party.

13. Termination

Option A: For Cause: Either party may terminate this Agreement for cause upon [Number] days' written notice if the other party materially breaches this Agreement.

Option B: For Convenience: Client may terminate this Agreement for convenience upon [Number] days' written notice to Consultant.

Upon termination:

• Client shall pay Consultant for all services performed up to the date of termination.
• Consultant shall return all Client materials and confidential information.
• The provisions regarding intellectual property, confidentiality, non-compete, non-solicitation, and limitation of liability shall survive termination.

14. Independent Contractor

Consultant is an independent contractor and not an employee, agent, or partner of Client.

Consultant is solely responsible for paying all applicable taxes, including self-employment taxes, and for obtaining workers' compensation insurance if required by Florida law.

Consultant shall comply with all applicable requirements of the Florida Department of Revenue.

15. Indemnification

Consultant shall indemnify and hold harmless Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to Consultant's:

• Violation of any law or regulation.
• Infringement of any third-party intellectual property rights.
• Negligence or willful misconduct.

Client shall indemnify and hold harmless Consultant from and against any and all claims, damages, liabilities, costs, and expenses arising out of or relating to Client's:

• Data or directions provided to Consultant.
• Negligence or willful misconduct.

16. Limitation of Liability

CONSULTANT'S TOTAL LIABILITY TO CLIENT UNDER THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID BY CLIENT TO CONSULTANT UNDER THIS AGREEMENT.

IN NO EVENT SHALL CONSULTANT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

This limitation shall be interpreted to the fullest extent permitted by Florida law.

17. Conflict of Interest

Consultant shall disclose any potential conflicts of interest to Client in writing.

Consultant shall comply with all applicable Florida, federal, and local laws and regulations.

18. Dispute Resolution

The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.

If negotiation fails, the parties shall submit the dispute to mediation in [City, Florida].

If mediation fails, the parties may pursue litigation in the courts of [County] County, Florida.

This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.

19. Notices

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

• If to Consultant: [Consultant Address], [Consultant Email]
• If to Client: [Client Address], [Client Email]

20. Execution

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Electronic signatures shall be valid and binding as permitted by Florida's Uniform Electronic Transaction Act.

21. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and agreements, whether oral or written.

This Agreement may be amended only by a written instrument signed by both parties.

22. Severability

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

23. Background Screening (Optional)

Option A: Consultant acknowledges that a background screening may be required prior to commencing work under this Agreement.

The scope and requirements of the background screening will be determined by Client and are subject to applicable Florida law.

24. Addenda (Optional)

Option A: The following addenda are attached hereto and incorporated by reference: [List of Addenda, e.g., Specific Legal or Regulatory Compliance].

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

[Consultant Legal Name]

By: [Consultant Authorized Signature]

Name: [Consultant Printed Name]

Title: [Consultant Title]

[Client Legal Name]

By: [Client Authorized Signature]

Name: [Client Printed Name]

Title: [Client Title]