Iowa consulting service contract template

Iowa Consulting Services Contract

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

[Consultant Name], a [Consultant Business Entity Type, e.g., Sole Proprietorship, LLC] with a principal place of business at [Consultant Address], Phone: [Consultant Phone Number], Email: [Consultant Email Address] ("Consultant"), and

[Client Name], a [Client Business Entity Type, e.g., Corporation, LLC] with a principal place of business at [Client Address], Phone: [Client Phone Number], Email: [Client Email Address] ("Client").

Scope of Work

Option A: The Consultant shall provide the following consulting services to the Client (the "Services"): [Detailed Description of Services, including Project Goals, Objectives, and Expected Outcomes].

Option B: Exhibit A, attached hereto and incorporated herein by reference, details the scope of work and specific deliverables.

Deliverables include:

• [List of Deliverables, e.g., Reports, Presentations, Analyses, Recommendations]

The Consultant will utilize the following methodologies: [Consulting Methodologies Used].

The anticipated project timeline is as follows: [Project Timeline].

Regular status update meetings will be held: [Frequency and Format of Status Update Meetings].

Duties and Obligations

Option A: Consultant's Obligations:

• Provide the Services as outlined in Section 1 with reasonable care and skill.
• Maintain communication with the Client regarding project progress.
• Adhere to all applicable laws and regulations in Iowa.

Option B: Client's Obligations:

• Provide the Consultant with access to necessary personnel, facilities, documents, and information.
• Respond to Consultant's inquiries in a timely manner.
• Provide a safe and suitable work environment, if work is performed onsite.

Work Location and Travel

Option A: The Consultant will perform the Services:

• Onsite at the Client's premises located at: [Client Location].
• Remotely.
• Hybrid: [Description of Hybrid Arrangement].

Option B: Travel:

• Travel is required for this project.
• All travel expenses must be pre-approved by the Client in writing.
• Reimbursement for travel expenses will be in accordance with the Client's travel policy.

Fees and Payment

Option A: Fee Structure:

• Fixed Fee: The total fee for the Services is [Dollar Amount].
• Hourly Rate: The Consultant's hourly rate is [Dollar Amount].
• Day Rate: The Consultant's daily rate is [Dollar Amount].
• Retainer: The Client will pay a monthly retainer of [Dollar Amount].
• Milestone Payments: Payments will be made upon completion of the following milestones: [List of Milestones and Payment Amounts].

Option B: Invoicing and Payment Terms:

• Invoices will be submitted [Frequency of Invoicing, e.g., Monthly, Upon Completion of Milestones].
• Payment is due within [Number] days of the invoice date.
• Late payments will accrue interest at a rate of [Percentage] per month, or the maximum rate allowed by Iowa law.
• Applicable Iowa sales or service taxes: [State whether sales or service taxes apply, and if so, who is responsible].

Intellectual Property

Option A: Ownership:

• All pre-existing intellectual property of the Consultant remains the sole property of the Consultant.
• All work product created by the Consultant specifically for the Client under this Agreement shall be considered "work-for-hire" and owned by the Client upon payment in full.

Option B: Licensing:

The Consultant grants the Client a [Type of License, e.g., non-exclusive, perpetual] license to use the deliverables created under this agreement.

Confidentiality

Option A: Consultant agrees to hold all confidential information of the Client in confidence and not to disclose such information to any third party, except as required by law or court order. The Consultant will adhere to the Iowa Uniform Trade Secrets Act.

Option B: The confidentiality obligations under this section shall survive termination of this Agreement for a period of [Number] years.

Data Privacy and Security

Option A: The Consultant shall comply with all applicable Iowa data privacy laws and regulations.

Option B: If the consulting services involve access to Iowa customer data, the Consultant shall implement and maintain reasonable security measures to protect such data from unauthorized access, use, or disclosure.

Non-Compete/Non-Solicitation

Option A: During the term of this Agreement and for a period of [Number] months following termination, the Consultant shall not, directly or indirectly, compete with the Client within a [Geographic Area, e.g., State of Iowa, Specified Counties].

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

Option C: Acknowledgment of Enforceability Limits: The parties acknowledge that non-compete and non-solicitation provisions are subject to Iowa law and may be limited in their enforceability.

Performance Standards

The Consultant will deliver the Services in a timely and professional manner.

The Consultant will adhere to the Client's protocols and industry compliance standards.

Key Performance Indicators (KPIs) include: [List of KPIs, e.g., Timely delivery of recommendations, Adherence to budget].

Acceptance and revision of deliverables: [Process for acceptance or requesting revisions].

Independent Contractor Status

The Consultant is an independent contractor and not an employee, partner, or agent of the Client.

The Client will not be responsible for withholding taxes, providing benefits, or paying workers' compensation insurance on behalf of the Consultant.

The Consultant is responsible for complying with all applicable Iowa Department of Revenue classification rules.

Insurance

Option A: The Consultant shall maintain the following insurance coverage:

• Professional Liability (E&O) Insurance: [Coverage Amount].
• General Liability Insurance: [Coverage Amount].
• Cyber Insurance: [Coverage Amount].

Option B: The Consultant shall provide proof of insurance to the Client upon request.

Indemnification

The Consultant shall indemnify and hold harmless the Client from any claims arising from the Consultant's negligence, willful misconduct, or breach of this Agreement.

The Client shall indemnify and hold harmless the Consultant from any claims arising from the Client's negligence, willful misconduct, or breach of this Agreement.

Limitation of Liability: [State any limitations of liability, such as a damages cap or waiver of consequential damages, consistent with Iowa contract law].

Warranty Disclaimer

The Consultant makes no warranties, express or implied, except as expressly stated in this Agreement.

The Consultant does not guarantee specific business outcomes as a result of the Services provided.

The Consultant is not responsible for any errors or omissions resulting from reliance on inaccurate or incomplete information provided by the Client.

Term and Termination

Option A: Term:

• This Agreement shall commence on [Start Date] and shall continue for a term of [Number] months.
• 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: Termination:

• Either party may terminate this Agreement for cause upon [Number] days' written notice to the other party, provided that the other party fails to cure the breach within the cure period.
• The Client may terminate this Agreement for convenience upon [Number] days' written notice to the Consultant.

Effect of Termination:

• Upon termination, the Consultant shall be paid for all Services performed up to the date of termination.
• Any unfinished deliverables shall be delivered to the Client in their current state.

Dispute Resolution

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

If negotiation fails, the parties shall submit the dispute to non-binding mediation in [City], Iowa.

If mediation fails, the parties may submit the dispute to binding arbitration in [City], Iowa.

If arbitration is not elected, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [County] County, Iowa.

This Agreement shall be governed by and construed in accordance with the laws of the State of Iowa.

Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, governmental actions, weather events specific to Iowa (e.g., severe winter storms, flooding), and public health emergencies.

The affected party shall notify the other party promptly of the force majeure event and shall use reasonable efforts to mitigate its effects.

Conflict of Interest

The Consultant shall disclose any actual or potential conflicts of interest to the Client in writing.

The Consultant shall take reasonable steps to avoid or resolve any conflicts of interest.

Compliance with Laws

The Consultant shall comply with all applicable Iowa laws, rules, and regulations in performing the Services.

Self-Promotion

The Consultant may use non-confidential, de-identified project summaries for portfolio use, subject to Client approval where required.

Record Keeping

The Consultant shall maintain detailed records of all Services performed under this Agreement.

The Client shall have the right to audit/review the Consultant's records, in line with Iowa business recordkeeping statutes if applicable.

Electronic Signatures

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. Delivery of an executed counterpart of a signature page to this Agreement by electronic mail or other means of electronic transmission shall be effective as delivery of a manually executed counterpart thereof. The parties agree that electronic signatures shall be valid under Iowa's Uniform Electronic Transactions Act.

Entire Agreement/Severability/Amendment

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.

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 be amended only by a written instrument signed by both parties.

Assignment

Neither party may assign this Agreement without the prior written consent of the other party.

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

[Consultant Name]

By: [Consultant Signature]

Name: [Consultant Printed Name]

Title: [Consultant Title]

[Client Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]