Georgia consulting service contract template

Georgia Consulting Services Contract

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

• [Consultant Full Legal Name], a [Entity Type] with its principal place of business at [Consultant Georgia Mailing Address] (“Consultant”), and
• [Client Full Legal Name], a [Entity Type] with its principal place of business at [Client Georgia Mailing Address] (“Client”).

Consultant's Phone Number: [Consultant Phone Number]
Consultant's Principal Contact: [Consultant Principal Contact]

Client's Phone Number: [Client Phone Number]
Client's Principal Contact: [Client Principal Contact]

1. Scope of Services

• Option A: General Description
  • Consultant shall provide the following consulting services to Client: [Detailed Description of Consulting Services]
• Option B: Specific Objectives and Deliverables
  • The specific objectives of the services are:
    • [Objective 1]
    • [Objective 2]
  • The expected deliverables are:
    • [Deliverable 1]
    • [Deliverable 2]
  • Specific Tasks: [List of Tasks]
  • Methodologies/Work Processes: [Description of Methodologies]
  • Meetings/Milestone Dates: [List of Dates]
  • Customized Reporting: [Description of Reporting Requirements]

2. Term and Location

• Option A: Fixed Term
  • The term of this Agreement shall commence on [Start Date] and shall continue until [End Date], unless earlier terminated as provided herein.
• Option B: Project Based
  • The term of this Agreement shall commence on [Start Date] and shall continue until the completion of the services described in Section 1.
• Option C: Location of Services
  • The services will be performed:
    • Onsite at Client's Georgia premises.
    • Remotely.
  • Travel Requirements: [Description of Travel Requirements]

3. Client Cooperation

• Option A: General Obligation
  • Client shall provide Consultant with all reasonable access, information, personnel, facilities, records, and systems necessary for Consultant to perform the services.
• Option B: Specific Obligations
  • Client shall provide the following:
    • Access to [Specific Resource] within [Timeframe].
    • Information regarding [Specific Information] within [Timeframe].
    • Use of Client equipment: [Description of Equipment]
    • Access to confidential data: [Description of Confidential Data]

4. Payment

• Option A: Hourly Rate
  • Client shall pay Consultant at an hourly rate of [Hourly Rate] per hour.
• Option B: Fixed Fee
  • Client shall pay Consultant a fixed fee of [Fixed Fee] for the services described in Section 1.
• Option C: Retainer
  • Client shall pay Consultant a retainer of [Retainer Amount] per [Time Period].
• Option D: Invoicing and Payment Terms
  • Consultant shall invoice Client [Frequency of Invoicing].
  • Payment is due within [Number] days of the invoice date.
  • Late Payment Penalty: [Description of Late Payment Penalty]
  • Reimbursement Forms: [Required Forms]

5. Independent Contractor Status

• Option A: Standard Clause
  • Consultant is an independent contractor and not an employee of Client. Nothing in this Agreement shall be construed to create an employer-employee relationship, partnership, joint venture, or agency relationship between the parties. Consultant is responsible for all applicable taxes and insurance.
• Option B: Georgia Specific Clause
  • Consultant is an independent contractor as defined under Georgia law. Client shall not be responsible for withholding or paying any federal, state, or local income taxes, social security taxes, unemployment insurance, or worker's compensation on behalf of Consultant. Consultant is solely responsible for such obligations.

6. Intellectual Property

• Option A: Consultant Ownership
  • Consultant shall retain all right, title, and interest in and to any intellectual property created by Consultant prior to or independently of this Agreement. Client shall own all right, title, and interest in and to any work product created specifically for Client under this Agreement, excluding Consultant's pre-existing materials.
• Option B: Client Ownership/Work for Hire
  • All work product created under this agreement shall be considered "work made for hire" under Georgia copyright law, and Client shall own all right, title, and interest in and to such work product.
• Option C: License Grant
  • Consultant grants to Client a [Type of License] license to use Consultant's pre-existing materials as incorporated into the work product.

7. Confidentiality

• Option A: Standard Clause
  • Each party agrees to hold confidential all proprietary information of the other party disclosed or learned during the term of this Agreement.
• Option B: Georgia Trade Secrets Act Specific
  • Each party acknowledges that it may have access to confidential and proprietary information of the other party, including trade secrets as defined under the Georgia Trade Secrets Act of 1990. Each party agrees to protect the confidentiality of such information and not to disclose or use it for any purpose other than as contemplated by this Agreement.
• Option C: Exclusions
  • The obligations of confidentiality shall not apply to information that:
    • Is or becomes publicly available through no fault of the receiving party.
    • Is already known to the receiving party prior to its disclosure by the disclosing party.
    • Is independently developed by the receiving party without reference to the disclosing party's confidential information.
    • Is required to be disclosed by law or legal process.

8. Data Privacy and Information Security

• Option A: General Data Privacy
  • Consultant shall comply with all applicable data privacy laws and regulations in the performance of the services.
• Option B: Georgia Specific Data Privacy
  • If the services involve the processing of personal information subject to Georgia-specific privacy regulations, Consultant shall implement and maintain appropriate technical and organizational measures to protect the security and confidentiality of such information.
• Option C: Data Breach Notification
  • Consultant shall notify Client immediately upon discovery of any actual or suspected data breach affecting Client's data.

9. Quality Assurance and Acceptance

• Option A: Deliverable Review
  • Client shall have [Number] days to review each deliverable submitted by Consultant.
• Option B: Acceptance/Rejection
  • Client shall notify Consultant in writing of its acceptance or rejection of the deliverable within the review period.
• Option C: Remedies for Non-Conformity
  • If Client rejects a deliverable, Consultant shall have [Number] days to correct the non-conformity and resubmit the deliverable.

10. Amendment

• Option A: Standard Amendment Clause
  • This Agreement may be amended only by a written instrument signed by both parties.
• Option B: Georgia Specific Amendment Clause
  • This Agreement may be amended only by a written agreement specifically referencing this agreement and signed by duly authorized representatives of both parties. Oral modifications are not binding.

11. Delay, Force Majeure, and Changes in Scope

• Option A: 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, fire, flood, or other natural disaster.
• Option B: Changes in Scope
  • Any changes in the scope of the services shall be documented in a written change order signed by both parties.
• Option C: Reporting Obligations
  • Parties must notify each other within [Number] days of any event potentially causing delay, detailing the nature of the event, its anticipated duration and impact on the consulting services.

12. Termination

• Option A: Termination for Cause
  • Either party may terminate this Agreement for cause upon [Number] days written notice to the other party if the other party materially breaches this Agreement.
• Option B: Termination for Convenience
  • Client may terminate this Agreement for convenience upon [Number] days written notice to Consultant.
• Option C: Georgia Law Considerations
  • If the client is an individual or small business, Georgia law may provide additional non-waivable consumer protections regarding contract cancellation.
• Option D: Obligations Upon Termination
  • Upon termination, Consultant shall be paid for all services performed up to the date of termination.
  • Both parties shall return or destroy all confidential information of the other party.

13. Breach of Contract

• Option A: Remedies
  • In the event of a breach of this Agreement, the non-breaching party shall be entitled to seek all available remedies, including damages and specific performance.
• Option B: Georgia Specific Damages
  • Damages for breach shall be limited to direct damages, unless otherwise permitted by Georgia law.
• Option C: Dispute Resolution
  • Any dispute arising out of or relating to this Agreement shall be resolved through [Dispute Resolution Method, e.g., mediation, arbitration].

14. Governing Law and Dispute Resolution

• Option A: Georgia Law and Jurisdiction
  • This Agreement shall be governed by and construed in accordance with the laws of the State of Georgia. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of [County] County, Georgia.
• Option B: Arbitration
  • Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in [City], Georgia, in accordance with the rules of the American Arbitration Association.

15. Warranties and Representations

• Option A: Consultant's Authority
  • Consultant represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement.
• Option B: Compliance with Laws
  • Consultant represents and warrants that it will comply with all applicable federal, state, and local laws and regulations in the performance of the services.

16. Insurance

• Option A: General Liability
  • Consultant shall maintain general liability insurance with a minimum coverage of [Amount].
• Option B: Professional Liability
  • Consultant shall maintain professional liability (errors and omissions) insurance with a minimum coverage of [Amount].

17. Non-Solicitation/Non-Compete

• Option A: Non-Solicitation
  • During the term of this Agreement and for a period of [Number] months after termination, Consultant shall not solicit any employees or clients of Client.
• Option B: Non-Compete
  • During the term of this Agreement and for a period of [Number] months after termination, within a [Radius] mile radius of Client's principal place of business, Consultant shall not engage in any business that is competitive with Client's business.
• Option C: Georgia Restrictions
  • The non-compete provisions of this agreement are intended to be narrowly tailored and enforceable under applicable Georgia law, including statutory restrictions on duration, geographic scope, and covered activities.

18. Compliance and Industry-Specific Requirements

• Option A: General Compliance
  • Consultant shall comply with all applicable industry standards and regulations.
• Option B: Georgia Specific Compliance
  • Consultant shall comply with the following Georgia-specific requirements: [List of Requirements].
  • Licensing: [Licensing Requirements]

19. Miscellaneous

• Option A: Notice
  • 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: Entire Agreement
  • This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written, relating to the subject matter hereof.
• Option C: Severability
  • If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Option D: Assignment
  • This Agreement may not be assigned by either party without the prior written consent of the other party.
• Option E: Waiver
  • No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Option F: Relationship of the Parties
  • The parties are independent contractors, and nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between them.
• Option G: Counterparts
  • 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 accepted as original signatures.

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

[Consultant Full Legal Name]

By: [Consultant Printed Name]

Title: [Consultant Title]

[Client Full Legal Name]

By: [Client Printed Name]

Title: [Client Title]