Illinois consulting service contract template

Illinois Consulting Services Agreement

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

• [Consultant Company Name], a [State] [Entity Type] with its principal place of business at [Consultant Address], hereinafter referred to as "Consultant," and represented by [Consultant Authorized Representative Name], [Consultant Authorized Representative Title].
• [Client Company Name], a [State] [Entity Type] with its principal place of business at [Client Address], hereinafter referred to as "Client," and represented by [Client Authorized Representative Name], [Client Authorized Representative Title].

1. Scope of Consulting Services

• The Consultant agrees to provide the following consulting services to the Client: [Detailed Description of Consulting Services, Including Objectives, Deliverables, and Methods]
• Option A: The Consultant will focus on the [Industry/Subject Area] sector.
• Option B: The Consultant will provide services to the Client based on a time and materials basis.
• Option C: The Consultant will perform [Number] hours of work per week at the Client's office.

2. Deliverables and Milestones

• The Consultant will deliver the following deliverables according to the specified milestones and deadlines:
  • [Deliverable 1]: Due Date: [Date], Completion Criteria: [Description]
  • [Deliverable 2]: Due Date: [Date], Completion Criteria: [Description]
• Performance will be measured against the following metrics: [List of Metrics].

3. Client Cooperation and Documentation

• The Client agrees to provide the Consultant with access to all necessary staff, data, and materials required for the completion of the services.
• The Consultant will provide progress reports to the Client on a [Frequency, e.g., weekly] basis.
  • Option A: Progress reports will be submitted in [Report Format].
  • Option B: Progress reports will be delivered orally during scheduled client meetings.

4. Work Location and Expenses

• The consulting services will be performed [On-Site/Remotely/Hybrid].
• If on-site work is required, the Client will reimburse the Consultant for reasonable and necessary travel expenses, including per diem expenses at a rate of [Dollar Amount] per day. Reimbursement for local Illinois expenses (e.g., mileage) will be at the IRS standard mileage rate and must comply with Illinois tax law.

5. Consulting Fees and Payment

• The Client will pay the Consultant a fee of [Dollar Amount] based on a [Hourly/Daily/Project/Retainer/Milestone-Based] basis.
  • Option A: Hourly rate: [Dollar Amount] per hour.
  • Option B: Total project fee: [Dollar Amount].
  • Option C: Retainer fee: [Dollar Amount] per month.
• The total fee will not exceed [Dollar Amount].
• The payment schedule is as follows: [Payment Schedule]. Acceptable methods of payment are [List of Methods].
• The Consultant will submit invoices to the Client on a [Frequency] basis. All invoices must comply with Illinois law, including the Business Corporation Act (805 ILCS 5/).

6. Illinois Service Taxes and Withholding

• The Client is responsible for determining and paying any applicable Illinois service taxes.
• The Client will not withhold any amounts from the Consultant's fees, as the Consultant is an independent contractor. The Client acknowledges its responsibility for 1099 filings under Illinois regulations for independent contractors.

7. Intellectual Property

• All work products, reports, and materials created by the Consultant as a result of this Agreement will be owned by [Client/Consultant].
• This Agreement is subject to the Illinois Uniform Trade Secrets Act (765 ILCS 1065/).

8. Confidentiality

• Both parties agree to keep confidential any proprietary or confidential information disclosed by the other party. This includes, but is not limited to, trade secrets as defined under Illinois law (765 ILCS 1065/).
  • Option A: The confidentiality obligation will last for [Number] years after termination of this Agreement.
  • Option B: The duty to notify of unauthorized disclosure will last [Number] days.
• The parties will implement reasonable security measures to protect confidential information.

9. Non-Competition/Non-Solicitation

• The Consultant agrees not to compete with the Client or solicit its employees for a period of [Number] months after termination of this Agreement, within a [Geographic Area] area, consistent with the Illinois Freedom to Work Act (820 ILCS 85/).
  • Option A: A non-solicitation clause will prohibit the consultant from directly soliciting the client's employees.
  • Option B: This non-compete clause does not apply if the consultant's annual compensation is less than [Dollar Amount].

10. Data Privacy

• If the Consultant will be processing personal information or sensitive business data, both parties agree to comply with the Illinois Personal Information Protection Act (PIPA) (815 ILCS 530/).
  • Option A: The Consultant will adhere to the Client's written information security program.
  • Option B: The Consultant will provide its own data use policy, attached as Appendix A.

11. Liability and Insurance

• The Consultant's liability for any damages arising out of this Agreement will be limited to [Dollar Amount].
• The Consultant agrees to maintain professional liability/errors and omissions insurance with minimum limits of [Dollar Amount].
• The Client agrees to indemnify and hold harmless the Consultant from any claims arising out of the Client's negligence.

12. Standard of Care

The Consultant will perform the services in a professional and workmanlike manner consistent with Illinois consulting industry standards.

13. Acceptance and Dispute Resolution

• The Client will have [Number] days to review and accept deliverables.
• Any disputes arising out of this Agreement will be resolved through negotiation, then mediation, and then binding arbitration in accordance with the Illinois Uniform Arbitration Act (710 ILCS 5/).

14. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under this Agreement due to force majeure events, including acts of God, war, terrorism, government regulations, or natural disasters (e.g., state emergency declarations, weather events). The affected party must provide prompt notice.

15. Subcontractors

The Consultant [May/May Not] use subcontractors to perform the services. If subcontractors are used, the Consultant will be responsible for their compliance with this Agreement and all applicable Illinois laws. All subcontractors must be registered in Illinois.

16. Term and Termination

• This Agreement will commence on [Date] and will continue for a term of [Number] months.
• Either party may terminate this Agreement for cause or without cause by providing [Number] days written notice. Termination for non-payment will require [Number] days notice.
• Upon termination, the Consultant will deliver all work products to the Client and will be entitled to final payment for services rendered.

17. Breach and Remedies

• Material breach of this contract includes, but is not limited to, non-delivery of deliverables, quality failures, or confidentiality violations.
• The non-breaching party must provide written notice of the breach and allow [Number] days to cure the breach.
• Remedies for breach may include damages, specific performance, or termination of this Agreement.

18. Compliance with Laws

• Both parties agree to comply with all applicable Illinois and federal laws, including the Illinois Human Rights Act (775 ILCS 5/).
  • Option A: The Consultant acknowledges it is solely responsible for complying with all applicable Illinois state labor and tax requirements relevant to independent contractors.

19. Governing Law and Venue

This Agreement will be governed by and construed in accordance with the laws of the State of Illinois. Exclusive jurisdiction and venue will be in the state or federal courts located in [County Name], Illinois.

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.
• This Agreement may be amended only by a written instrument signed by both parties.
• This agreement recognizes the Illinois Uniform Electronic Transactions Act and permits electronic execution.

21. Notices

All notices under this Agreement must be in writing and delivered by [Delivery Method, e.g., certified mail, email with receipt] to the following addresses:

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

22. Special Compliance

If the Client is subject to additional regulation (e.g., healthcare, financial), the Consultant agrees to comply with all applicable Illinois-specific compliance requirements, such as a HIPAA Business Associate Addendum.

23. Disclaimers

[Custom Disclaimers of Warranties or Limitation of Liability]

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

[Consultant Authorized Representative Name]

[Consultant Authorized Representative Title]

[Client Authorized Representative Name]

[Client Authorized Representative Title]