Indiana consulting service contract template

Indiana Consulting Services Contract

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

[Consultant Company Name], located at [Consultant Address], Indiana, hereinafter referred to as "Consultant,"

and

[Client Company Name], located at [Client Address], Indiana, hereinafter referred to as "Client."

1. Scope of Services

Option A: Consultant shall provide the following services to Client: [Detailed Description of Services], including services relevant to the [Client Sector]. This includes:

• [Specific Deliverable 1]
• [Specific Deliverable 2]

Option B: Consultant will provide services as described in the attached Statement of Work (Exhibit A), which is incorporated by reference.

Option C: Services to be determined and agreed upon by both parties in writing on a project-by-project basis. Each project will be governed by a separate Work Order attached to and governed by this Agreement.

2. Location of Services

Option A: Services will be performed primarily onsite at Client's Indiana facilities.

Option B: Services will be performed remotely.

Option C: Services will be performed both onsite and remotely, as required. The Consultant shall be reimbursed for reasonable travel expenses in accordance with Indiana business practices, subject to prior written approval by the Client. Reimbursement shall include [Mileage Rate] per mile and reasonable accommodations.

3. Consultant Qualifications

Option A: Consultant represents and warrants that its personnel performing the services have the necessary backgrounds, qualifications, and licenses required to perform the services in accordance with all applicable Indiana laws and regulations. Specifically, [Consultant Name] holds [License/Certification].

Option B: The Consultant will provide resumes/CVs of all personnel assigned to the project for Client approval.

Option C: Consultant warrants that the services will be performed by qualified personnel with suitable experience in the relevant field.

4. Client Cooperation and Materials

Option A: Client shall provide Consultant with all information and materials reasonably necessary for Consultant to perform the services. Client agrees to respond to Consultant's requests within [Number] business days.

Option B: Client shall provide Consultant with access to its facilities, personnel, and systems as reasonably required for the performance of the services.

Option C: Client will designate [Client Contact Name] as the primary point of contact for this project.

5. Fees and Payment

Option A: Client shall pay Consultant a retainer of [Dollar Amount] per month.

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

Option C: Client shall pay Consultant a fixed fee of [Dollar Amount] upon completion of the agreed-upon deliverables according to the following milestone schedule:

• [Milestone 1]: [Dollar Amount]
• [Milestone 2]: [Dollar Amount]

Client shall pay all invoices within [Number] days of receipt. Late payments shall accrue interest at the rate of [Percentage]% per month, or the maximum rate permitted by Indiana law, whichever is lower. All fees are exclusive of applicable Indiana sales or services taxes, which shall be the responsibility of the Client.

6. Intellectual Property

Option A: All work product created by Consultant under this Agreement shall be owned by Client. This includes all intellectual property rights, including copyrights, patents, and trade secrets, and shall be deemed "work made for hire" under Indiana law.

Option B: Consultant shall retain ownership of all pre-existing intellectual property. Client is granted a non-exclusive, non-transferable license to use the work product created by Consultant for its internal business purposes.

Option C: Ownership of intellectual property will be determined on a project-by-project basis and detailed in the applicable Work Order.

7. Confidentiality and Non-Disclosure

Option A: Both parties agree to hold each other's confidential information in strict confidence and not to disclose it to any third party without the other party's prior written consent, consistent with the Indiana Uniform Trade Secrets Act. This obligation shall survive the termination of this Agreement for a period of [Number] years. Confidential information includes, but is not limited to, [Examples of Confidential Information], including customer lists and strategic business information.

Option B: Consultant acknowledges that Client possesses certain confidential information, including trade secrets and proprietary data. Consultant agrees not to use or disclose any such information during or after the term of this Agreement.

Option C: This provision does not apply to information that is already publicly available, is independently developed by the receiving party, or is required to be disclosed by law.

8. Non-Competition and Non-Solicitation

Option A: During the term of this Agreement and for a period of [Number] months thereafter, Consultant shall not directly or indirectly compete with Client within a [Radius] mile radius of Client's principal place of business in Indiana, with respect to [Specific Industry/Service].

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

Option C: The scope of the non-compete and non-solicitation agreements will be limited to what is reasonably necessary to protect the legitimate business interests of the client, consistent with Indiana public policy.

9. Compliance Warranties

Option A: Consultant warrants that all services provided under this Agreement will comply with all applicable Indiana and federal laws and regulations, including [Specific Regulations, e.g., environmental, healthcare, data privacy].

Option B: Consultant warrants that it has all necessary permits and licenses to perform the services in Indiana.

Option C: Consultant warrants that it will perform the services in a professional and workmanlike manner, consistent with industry standards.

10. Indemnification and Liability

Option A: Consultant shall indemnify and hold Client harmless from any and all claims, damages, liabilities, costs, and expenses arising out of or relating to Consultant's negligence or willful misconduct in connection with the performance of the services.

Option B: Client shall indemnify and hold Consultant harmless from any and all claims, damages, liabilities, costs, and expenses arising out of or relating to Client's breach of this Agreement.

Option C: In no event shall either party be liable to the other for any indirect, incidental, consequential, or punitive damages. Consultant's total liability under this Agreement shall be limited to the amount of fees paid by Client to Consultant. Consultant shall maintain professional liability insurance with coverage of at least [Dollar Amount].

11. Acceptance of Deliverables

Option A: Client shall have [Number] days from the date of delivery to review and accept or reject any deliverables. Acceptance shall be based on the objective criteria of [Specific Acceptance Criteria].

Option B: If Client rejects a deliverable, Client shall provide Consultant with a written notice specifying the reasons for rejection. Consultant shall have [Number] days to correct the defects and resubmit the deliverable.

Option C: If Client fails to provide a written notice of rejection within the specified timeframe, the deliverable shall be deemed accepted.

12. Change Orders

Option A: Any changes to the scope of services must be requested in writing and approved by both parties. The change order shall specify the changes to the scope of services, the revised fees, and the revised timeline.

Option B: Consultant shall provide Client with a written estimate of the cost and time required to implement the changes.

Option C: No change order shall be binding unless it is signed by both parties.

13. Force Majeure

Option A: 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, riots, fire, flood, or labor disputes, as defined under Indiana law.

Option B: The affected party shall notify the other party in writing of the force majeure event and shall use reasonable efforts to mitigate the impact of the event.

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

14. Term and Termination

Option A: This Agreement shall commence on the Effective Date and shall continue for a term of [Number] months.

Option B: Either party may terminate this Agreement for cause upon [Number] days written notice to the other party. Cause shall include, but not be limited to, a material breach of this Agreement or a violation of applicable Indiana law.

Option C: Either party may terminate this Agreement for convenience upon [Number] days written notice to the other party. Upon termination, Consultant shall be entitled to payment for all services performed up to the date of termination. Upon termination, the Consultant shall return all materials and confidential information belonging to the Client.

15. Damages and Liability

Option A: In no event shall either party be liable for any consequential, incidental, indirect, special, or punitive damages arising out of or relating to this Agreement, even if such party has been advised of the possibility of such damages.

Option B: Consultant's total liability under this Agreement shall be limited to the amount of fees paid by Client to Consultant.

Option C: Any liquidated damages must be directly related to actual damages as viewed under Indiana law.

16. Dispute Resolution

Option A: Any dispute arising out of or relating to this Agreement shall be resolved through good faith negotiation between the parties.

Option B: If the parties are unable to resolve the dispute through negotiation, they shall submit the dispute to mediation in Indiana.

Option C: If mediation is unsuccessful, the dispute shall be resolved through binding arbitration in [City], Indiana, in accordance with the rules of the American Arbitration Association. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, without regard to its conflict of laws principles. The exclusive venue for any legal action arising out of or relating to this Agreement shall be the courts located in [County] County, Indiana.

17. Representations and Warranties

Option A: Consultant represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder.

Option B: Consultant represents and warrants that its performance of the services will not violate any agreement or obligation to which it is a party.

Option C: Consultant represents and warrants that it has no conflict of interest that would prevent it from performing the services in a professional and impartial manner.

18. Data Security and Privacy

Option A: Consultant shall implement and maintain reasonable security measures to protect Client's confidential information from unauthorized access, use, or disclosure, in accordance with applicable Indiana and federal requirements.

Option B: Consultant shall comply with all applicable data privacy laws, including [Specific Laws, e.g., HIPAA, GDPR].

Option C: Consultant shall notify Client immediately of any data breach or security incident involving Client's confidential information.

19. Records Retention

Option A: Consultant shall maintain accurate and complete records of all services performed under this Agreement for a period of [Number] years, in accordance with Indiana's record-keeping requirements.

Option B: Client shall have the right to audit Consultant's records to verify the accuracy of invoices and the performance of the services.

Option C: Consultant shall provide Client with copies of records upon request.

20. Subcontracting and Assignment

Option A: Consultant shall not subcontract any of its obligations under this Agreement without the prior written consent of Client, which shall not be unreasonably withheld.

Option B: This Agreement may not be assigned by either party without the prior written consent of the other party.

Option C: Consultant shall be responsible for the performance of any subcontractors it engages.

21. Indiana-Specific Legal Notices/Disclosures

Option A: Consultant acknowledges that it is an independent contractor and is not an employee of Client. Client shall not be responsible for paying Consultant's workers' compensation or unemployment insurance.

Option B: Consultant is responsible for complying with all applicable Indiana laws and regulations, including those related to [Specific Industry/Profession].

Option C: Consultant agrees to indemnify and hold Client harmless from any claims arising out of Consultant's failure to comply with applicable laws and regulations.

22. Amendments and Waivers

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

Option B: No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the waiving party.

Option C: Any waiver shall be effective only with respect to the specific instance and purpose for which it is given.

23. Entire Agreement and Severability

Option A: 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.

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

Option C: The parties shall in good faith attempt to negotiate a valid and enforceable replacement provision that achieves the same economic effect as the invalid or unenforceable provision.

24. 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.

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

[Consultant Company Name]

By: [Authorized Representative Name]

Title: [Title]

Date: [Date]

[Client Company Name]

By: [Authorized Representative Name]

Title: [Title]

Date: [Date]