Hawaii consulting service contract template

Hawaii Consulting Service Contract

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

[Consultant Legal Name], with a business address at [Consultant Business Address], phone number [Consultant Phone Number], email address [Consultant Email Address], and Hawaii Business Registration Number (if applicable) [Consultant Hawaii Business Registration Number], hereinafter referred to as “Consultant,”

and

[Client Legal Name], with a business address at [Client Business Address], phone number [Client Phone Number], email address [Client Email Address], and Hawaii Business Registration Number (if applicable) [Client Hawaii Business Registration Number], hereinafter referred to as “Client.”

1. Description of Consulting Services

Option A: Consultant shall provide the following consulting services to Client: [Detailed Description of Services, including Scope of Work, Methods, Deliverables, Measurable Outcome Metrics, and Acceptance Criteria].

Option B: The Consulting Services are described in detail in Exhibit A, attached hereto and incorporated herein.

Consultant represents that they possess the following required qualifications, certifications, or Hawaiian professional licensing: [List of Qualifications, Certifications, and Licenses, if applicable].

2. Service Timeline and Client Approvals

Option A: The consulting services shall commence on [Start Date] and continue until [End Date], subject to earlier termination as provided herein.

Option B: The consulting services shall be completed according to the following timeline:

Milestone 1: [Milestone Description], due [Date], requiring client approval within [Number] days.

Milestone 2: [Milestone Description], due [Date], requiring client approval within [Number] days.

Milestone 3: [Milestone Description], due [Date], requiring client approval within [Number] days.

3. Location of Service Provision

Option A: The consulting services will be provided remotely.

Option B: The consulting services will be provided on-site at the Client's location. Consultant agrees to comply with all applicable Hawaii Department of Labor and Industrial Relations rules and regulations.

Option C: The consulting services will be provided using a hybrid approach (on-site and remote). Specific arrangement will be mutually agreed on.

4. Consultant Travel within Hawaii

Option A: Consultant travel within Hawaii (including inter-island travel) is not anticipated for this project.

Option B: Consultant travel within Hawaii (including inter-island travel) is required for this project.

Client shall reimburse Consultant for reasonable travel expenses, including airfare, lodging (up to [Dollar Amount] per night), and per diem (at a rate of [Dollar Amount] per day). All travel requires prior written approval from Client.

5. Client Obligations & Information Provision

Option A: Client shall provide Consultant with access to the following materials and information necessary for the performance of the consulting services: [List of Materials and Information].

Option B: If the provision of consulting services requires access to public records or involves a government entity, Client will ensure compliance with the Hawaii Uniform Information Practices Act (UIPA).

6. Data Privacy and Confidentiality

Option A: Consultant shall maintain the confidentiality of all Client business, financial, and customer data in accordance with Hawaii Revised Statutes (HRS) Chapter 487N and any other applicable sector-specific privacy requirements.

Option B: Consultant shall execute a separate Non-Disclosure Agreement (NDA) with Client, which will govern the handling of confidential information.

7. Intellectual Property

Option A: All deliverables created by Consultant under this Agreement shall be owned by Client, and shall be considered work-for-hire under copyright law.

Option B: Consultant shall retain ownership of any pre-existing intellectual property used in connection with the consulting services. Client shall have a non-exclusive license to use such intellectual property solely for the purposes contemplated by this Agreement.

If the project is funded by state or federal funds, ownership of the deliverables will be determined based on the fund's requirements.

8. Compensation

Option A: Client shall pay Consultant a total fee of [Dollar Amount] for the consulting services.

Payment will be made according to the following schedule: [Payment Schedule].

Option B: Client shall pay Consultant an hourly rate of [Dollar Amount] per hour for the consulting services.

Option C: Client shall pay Consultant a daily rate of [Dollar Amount] per day for the consulting services.

Option D: Client shall pay Consultant a retainer of [Dollar Amount]. Hours billed above the retainer will be billed at the rate of [Dollar Amount] per hour.

All fees are exclusive of Hawaii General Excise Tax (GET), which shall be the responsibility of [Client or Consultant]. Consultant is responsible for reporting business income and paying all applicable taxes.

Invoices shall be submitted to Client on a [Frequency: e.g., monthly] basis and are due within [Number] days of receipt.

9. Cost Reimbursement

Option A: Client shall reimburse Consultant for reasonable direct expenses incurred in connection with the consulting services, including lodging, meals, materials, and equipment.

Option B: All expenses must be pre-approved in writing by Client. Consultant shall provide documentation for all expenses.

10. Business Licenses and Insurance

Option A: Consultant represents and warrants that it holds all necessary business licenses to operate in Hawaii.

Option B: Consultant shall maintain the following insurance policies:

Hawaii Worker's Compensation Insurance as required by HRS Ch. 386.

General Liability Insurance with a minimum coverage of [Dollar Amount].

Professional Liability Insurance (Errors and Omissions) with a minimum coverage of [Dollar Amount].

Consultant shall provide Client with a W-9 form upon request.

11. Non-Disclosure, Non-Circumvention, and Non-Solicitation

Consultant agrees not to disclose Client's confidential information to any third party.

Consultant agrees not to circumvent Client in any business dealings related to the consulting services.

To the extent permitted by Hawaii law, Consultant agrees not to solicit Client's employees or customers for a period of [Number] years after the termination of this Agreement.

12. Compliance with Laws

Consultant shall comply with all applicable Hawaii and federal laws, including anti-discrimination, employment, and labor laws.

Consultant shall also comply with any industry-specific regulations applicable to the consulting services, such as [Industry-Specific Regulations, e.g., environmental, real estate, tech, health, construction, education].

13. Project Changes

Any changes to the scope of work or additional services must be agreed upon in writing by both parties in a written amendment to this Agreement.

14. Dispute Resolution

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

If negotiation fails, the parties agree to submit the dispute to mediation in Honolulu, Hawaii.

If mediation fails, the parties agree to submit the dispute to binding arbitration in Honolulu, Hawaii, in accordance with the Hawaii Arbitration Rules. The exclusive jurisdiction and venue for any legal action shall be in the courts of Honolulu, Hawaii.

15. Termination

Option A: This Agreement may be terminated by either party upon [Number] days written notice to the other party.

Option B: This Agreement may be terminated for cause by either party upon written notice to the other party if the other party materially breaches this Agreement.

Option C: This Agreement shall automatically terminate upon completion of the consulting services.

Upon termination, Client shall pay Consultant for all services performed up to the date of termination.

16. Limitation of Liability

To the fullest extent permitted by Hawaii law, Consultant's liability under this Agreement shall be limited to the amount of fees paid by Client to Consultant under this Agreement. Consultant shall not be liable for any indirect or consequential damages.

17. Indemnification

Consultant shall indemnify and hold Client harmless from any and all claims, damages, and expenses arising out of Consultant's negligence or willful misconduct.

Client shall indemnify and hold Consultant harmless from any and all claims, damages, and expenses arising out of Client's negligence or willful misconduct.

18. Representations and Warranties

Consultant represents and warrants that it has the qualifications and experience necessary to perform the consulting services.

Consultant represents and warrants that it is free from any conflicts of interest that would impair its ability to perform the consulting services.

Consultant represents and warrants that it is legally authorized to operate in Hawaii.

19. 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, hurricane, volcanic eruption, or tsunami.

20. Recordkeeping

Consultant shall maintain accurate records of all services performed and expenses incurred in connection with this Agreement. Client shall have the right to inspect such records.

21. Digital Signature Act

If electronic signatures are used, this Agreement shall comply with the Hawaii Digital Signature Act.

22. 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, return receipt requested, or sent by email to the addresses set forth above.

23. Assignment and Subcontracting

Neither party may assign this Agreement without the prior written consent of the other party. Consultant shall not subcontract any of the consulting services without the prior written consent of Client.

24. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

25. Amendment

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

26. Severability

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

27. Attorneys' Fees

In the event of any litigation or arbitration arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.

28. No Partnership or Agency

Nothing in this Agreement shall be construed to create a partnership, joint venture, or agency relationship between the parties.

29. Independent Contractor

Consultant is an independent contractor and is not an employee of Client.

30. Execution

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

[Consultant Legal Name]

By: [Printed Name]

Title: [Title]

[Client Legal Name]

By: [Printed Name]

Title: [Title]

[Notarization or Digital Signature Options, if Applicable]