Idaho consulting service contract template

Idaho Consulting Services Contract

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

• [Consultant Full Legal Name], with a mailing address of [Consultant Mailing Address], contact details of [Consultant Phone Number] and [Consultant Email Address], and, if applicable, Idaho business registration number [Consultant Idaho Business Registration Number] (the "Consultant");

and

• [Client Full Legal Name], with a mailing address of [Client Mailing Address], contact details of [Client Phone Number] and [Client Email Address], and, if applicable, Idaho business registration number [Client Idaho Business Registration Number] (the "Client").

1. Scope of Services

The Consultant agrees to provide the following consulting services to the Client (the "Services"):

• Option A: [Detailed Description of Services, e.g., Management Consulting] tailored to the Client’s business, including specific deliverables, milestones, work methods, and measurable outcomes. [Location of Services if in Idaho, e.g. In-person at client location, or remote services].
• Option B: [Alternative Detailed Description of Services, e.g., IT Advisory] with specific deliverables, milestones, work methods, and measurable outcomes. [Location of Services if in Idaho, e.g. In-person at client location, or remote services].

Client Responsibilities:

• Timely provision of information.
• Access to facilities/personnel.
• Cooperation benchmarks.

2. Term and Schedule

• Initial Term: This Agreement shall commence on [Start Date] and continue for a term of [Number] months, expiring on [End Date].

• Renewal:
  • Option A: This Agreement shall automatically renew for successive [Number] month terms unless either party provides written notice of termination at least [Number] days prior to the end of the then-current term.
  • Option B: This Agreement shall not automatically renew. Any renewal must be mutually agreed upon in writing.

• Work Schedule: The consultant will perform work on [Days of the Week] during the hours of [Start Time] to [End Time] [Time Zone].

• Deadlines: Deadlines for each phase or deliverable is listed in [Document Name].

• Extensions/Modifications: Procedures for extensions or modifications will require written agreement between both parties.

3. Fees and Payment

• Fee Structure:
  • Option A: Hourly rate of [Dollar Amount] per hour.
  • Option B: Fixed fee of [Dollar Amount] for the entire project.
  • Option C: Milestone-based payment schedule as follows: [Detailed Payment Schedule].
  • Option D: Retainer fee of [Dollar Amount] per month, credited against hourly fees.

• Idaho Sales Tax: [Specify if Idaho sales tax applies and is included/excluded].

• Invoicing: The Consultant shall invoice the Client [Frequency, e.g., monthly].

• Payment Terms: Payment is due within [Number] days of the invoice date.

• Acceptable Payment Methods: [List acceptable payment methods, e.g., check, wire transfer, ACH].

• Expenses:
  • Option A: Reimbursable expenses, pre-approved by Client, including [List of Reimbursable Expenses, e.g., travel, lodging], with proper documentation.
  • Option B: All expenses are included in the fees outlined above.

4. Intellectual Property

• Ownership: All materials, reports, recommendations, and customized work products created by the Consultant under this Agreement shall be owned by:
  • Option A: The Client.
  • Option B: The Consultant. The Client shall have a [Type] license to use said materials.
• Pre-Existing IP: Consultant retains ownership of all pre-existing intellectual property.

5. Confidentiality and Non-Disclosure

The Consultant agrees to hold all Client information confidential, in accordance with Idaho's laws on client records (especially for medical, financial, or sensitive data) and privacy compliance (such as Idaho Code § 28-51).

• Option A: Consultant agrees to sign a separate Non-Disclosure Agreement (NDA).
• Option B: No separate NDA is required.

6. Non-Solicitation and Non-Compete

• Non-Solicitation: During the term of this Agreement and for a period of [Number] months thereafter, the Consultant shall not solicit or hire any employees or contractors of the Client.

• Non-Compete:
  • Option A: During the term of this agreement and for a period of [Number] months thereafter, within a radius of [Number] miles from the Client's primary business location in Idaho, the Consultant shall not engage in [Description of Competitive Activities].
  • Option B: This agreement does not contain a non-compete clause.

7. Independent Contractor Status

The Consultant is an independent contractor pursuant to Idaho Code § 44-2403 and is responsible for all applicable taxes, insurance, and benefits. No employer-employee relationship is created by this Agreement. The Consultant assumes responsibility for all tax filings (income, sales, gross receipts if applicable), licensing, and Idaho state business reporting.

8. Insurance

The Consultant shall maintain the following insurance coverage:

• Professional Liability/E&O insurance with a minimum coverage of [Dollar Amount].
• Workers' compensation insurance as required by Idaho law, if applicable.
• General business liability insurance with a minimum coverage of [Dollar Amount].

The Consultant shall provide proof of insurance upon request.

9. Change Orders

Any changes to the scope of services must be agreed upon in writing via a change order signed by both parties. Change orders will specify the impact on fees and deadlines.

10. Quality Assurance and Acceptance

The Consultant represents that the Services will be performed in a professional manner, in accordance with industry standards and Idaho regulations. The Client shall have the right to inspect and accept or reject deliverables. Notification of rejection must be provided within [Number] days of delivery.

11. Termination

• Termination for Convenience: Either party may terminate this Agreement for convenience upon [Number] days written notice.

• Termination for Cause: Either party may terminate this Agreement for cause if the other party materially breaches this Agreement and fails to cure such breach within [Number] days of written notice.

• Termination for Illegal/Regulatory Changes: Either party may terminate this agreement if there is a change in Idaho or Federal law that would make the consulting illegal.

• Obligations Upon Termination: Upon termination, the Consultant shall return all Client property and data and shall be entitled to payment for Services rendered up to the date of termination.

12. Liability and Indemnification

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

• Limitation of Liability: [Specify any limitations on liability, e.g., excluding consequential damages], compliant with Idaho law.

13. 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, including acts of God, war, or government regulation as related to Idaho disaster response and relief procedures.

14. Recordkeeping and Audit

The Consultant shall maintain accurate records of all Services performed and expenses incurred and shall comply with all applicable Idaho laws on financial integrity, industry licensure, and regulatory reporting.

15. Dispute Resolution

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

• First: Negotiation between the parties.
• Second: Mediation in [City, Idaho].
• Third: Binding arbitration in [City, Idaho], in accordance with Idaho law (e.g., Idaho Code Title 29).

16. Representations and Warranties

The Consultant represents and warrants that:

• The Consultant is qualified to perform the Services.
• The Consultant has no conflicts of interest, including those related to Idaho-specific procurement and ethics statutes.
• The Consultant has the authority to enter into this Agreement.
• The Consultant will comply with all applicable local, state, and federal laws, including any industry- or client-specific Idaho compliance disclosures.

17. Notices

All notices under this Agreement shall be in writing and sent to the addresses listed above.

18. Severability and Assignability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. This Agreement may not be assigned by either party without the written consent of the other party.

19. Governing Law and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State of Idaho. The venue for any legal action arising out of or relating to this Agreement shall be in the state courts located in [County Name] County, Idaho.

20. 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.

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

Consultant:

____________________________
[Consultant Signature]

[Consultant Printed Name]

[Consultant Title]

[Consultant Company Name]

Client:

____________________________
[Client Signature]

[Client Printed Name]

[Client Title]

[Client Company Name]