Kansas consulting service contract template

Kansas Consulting Services Agreement

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

• [Client Legal Name], with its principal place of business at [Client Address], hereinafter referred to as "Client," and
  Authorized Signer: [Client Authorized Signer Name], Title: [Client Authorized Signer Title], Contact: [Client Contact Email], [Client Contact Phone Number]
• [Consultant Legal Name], with its principal place of business at [Consultant Address], hereinafter referred to as "Consultant."
  Authorized Signer: [Consultant Authorized Signer Name], Title: [Consultant Authorized Signer Title], Contact: [Consultant Contact Email], [Consultant Contact Phone Number]

1. Scope of Services

• Option A: Consultant shall provide the following consulting services to Client: [Detailed Description of Consulting Services], including the following deliverables: [List of Deliverables, e.g., reports, recommendations, training materials].
• Option B: Consultant shall provide consulting services as detailed in Exhibit A, attached hereto and incorporated by reference.
• Quantifiable Objectives: The services provided by the Consultant will meet the following objectives: [List Quantifiable Objectives]

2. Project Timeline and Milestones

• Option A: Project Start Date: [Start Date], Project End Date: [End Date]. The project will consist of the following phases and milestones: [Detailed Breakdown of Phases and Milestones with Deadlines].
• Option B: The project timeline will be determined according to the Project Plan detailed in Exhibit B, attached hereto and incorporated by reference.
• Dependencies: Successful completion of the project is dependent on the Client providing [List of Client Dependencies, e.g., data, resources] by [Date].

3. Consulting Team

• Option A: The consulting services will be performed by the following team members: [List of Team Members, Roles, and Qualifications].
• Option B: The Consultant may utilize subcontractors, provided that the Consultant obtains prior written approval from the Client. Any proposed substitution of team members must be pre-approved by Client.
• Subcontractors: [Details Regarding Subcontractors and Approval Process]

4. Client Resources

• Option A: Client shall provide the following resources to Consultant: [List of Client-Provided Resources, e.g., data, documents, facilities, personnel].
• Option B: The Client shall provide resources as detailed in Exhibit C, attached hereto and incorporated by reference.
• Timely Provision: Client shall provide the resources listed above in a timely manner to allow Consultant to meet the agreed-upon deadlines.

5. Work Location

• Option A: The consulting services will be performed:
  
  • On-site at Client's location in Kansas.
  • At Consultant's offices.
  • Remotely.
  • Hybrid: [Details of Hybrid Arrangement].
• Option B: [Details Regarding Work Location].
• Client Policies: Consultant shall comply with all applicable Client policies while on-site.

6. Consulting Methodologies and Tools

• Option A: Consultant will utilize the following methodologies and tools: [List of Methodologies, Tools, Software].
• Option B: Consultant will use methodologies and tools as detailed in Exhibit D, attached hereto and incorporated by reference.
• Licensing: Consultant is responsible for obtaining all necessary licenses for software used in performing the services.

7. Reporting Requirements

• Option A: Consultant shall provide status updates [Frequency, e.g., weekly, bi-weekly]. Meetings will be held [Frequency].
• Option B: Reporting requirements are as detailed in Exhibit E, attached hereto and incorporated by reference.
• Escalation Channels: Escalation channels for project management issues will be [Description of Escalation Channels].

8. Service Standards and Acceptance Criteria

• Option A: All deliverables must meet the following service standards: [Detailed Description of Service Standards, Output Quality Requirements, and Acceptance Criteria].
• Option B: Deliverables will be accepted based on the acceptance criteria detailed in Exhibit F, attached hereto and incorporated by reference.
• Kansas Industry Norms: Deliverables will adhere to Kansas industry norms for [Specific Deliverable Type].

9. Service Fees

• Option A: The service fees shall be:
  
  • Hourly rate: [Hourly Rate] per hour.
  • Daily rate: [Daily Rate] per day.
  • Project-based fee: [Project-Based Fee] for the entire project.
  • Retainer fee: [Retainer Fee], plus [Hourly Rate] for services exceeding those included in the retainer.
• Option B: Service fees are as detailed in Exhibit G, attached hereto and incorporated by reference.
• Estimated Hours/Caps: Estimated total hours for the project are [Number]. The maximum payable amount is [Amount].
• Overtime Rules: Overtime will be billed at [Overtime Rate].
• Reimbursable Expenses: Reimbursable expenses include [List of Reimbursable Expenses, e.g., travel, lodging].
• Kansas Sales/Use Tax: [Statement on applicability of Kansas Sales/Use Tax]

10. Payment Terms

• Option A: Consultant shall invoice Client [Invoicing Schedule, e.g., monthly, upon completion of milestones].
• Option B: Payment terms are as detailed in Exhibit H, attached hereto and incorporated by reference.
• Payment Due Dates: Payment is due within [Number] days of the invoice date.
• Late Payment Interest: Late payments will accrue interest at a rate of [Interest Rate] per month, or the maximum rate allowed under Kansas law, whichever is lower.
• Retainer/Deposit: A retainer/deposit of [Amount] is due upon execution of this Agreement.

11. Independent Contractor Status

• Consultant is an independent contractor and not an employee, partner, or agent of Client. Consultant is responsible for all tax withholding and payments.
• Option A: Consultant represents that it has all required business licenses and is registered with the Kansas Department of Revenue. [List of Licenses and Registrations].
• Option B: Consultant represents that it will maintain all required business licenses and registrations throughout the term of this Agreement.
• Consultant acknowledges and agrees that Consultant is not entitled to any Client employee benefits, including but not limited to health insurance, retirement plans, and paid time off.

12. Intellectual Property

• Option A: All intellectual property created by Consultant in the course of performing the services under this Agreement shall be owned by Client as a "work made for hire" under Kansas law.
• Option B: Ownership of intellectual property will be governed by Exhibit I, attached hereto and incorporated by reference.
• Pre-existing IP: Consultant retains ownership of any pre-existing intellectual property.
• Client License Back: [Details Regarding Client License Back to Consultant for Pre-Existing IP]
• Consultant Portfolio Use: [Details Regarding Consultant's Use of Work Product for Portfolio Purposes]

13. Confidentiality and Non-Disclosure

• Consultant agrees to hold confidential all Client data, business methods, and proprietary information.
• Option A: The confidentiality obligations survive the termination of this Agreement.
• Option B: Confidentiality obligations are as detailed in Exhibit J, attached hereto and incorporated by reference.
• Permitted Disclosure: [List of Permitted Disclosures]

14. Data Security

• Consultant shall maintain appropriate data security measures to protect Client data, including physical and electronic records.
• Option A: Consultant will comply with the data security requirements as detailed in Exhibit K, attached hereto and incorporated by reference.
• Option B: Consultant shall implement and maintain industry-standard security measures to protect Client data, including but not limited to encryption, firewalls, and access controls.
• Breach Notification: Consultant will notify Client of any data breach within [Number] hours of discovery.

15. Non-Solicitation and Non-Competition

• Option A: Consultant agrees not to solicit Client's employees for a period of [Number] years after the termination of this Agreement.
• Option B: Consultant agrees not to compete with Client within [Geographic Scope] for a period of [Number] years after the termination of this Agreement. This provision shall be enforceable only to the extent permitted by Kansas law.
• Carve-Outs: [List of Carve-Outs to Non-Competition Clause]

16. Change Orders

• Option A: Any changes to the scope of services must be documented in a written change order signed by both parties.
• Option B: Change order process is as detailed in Exhibit L, attached hereto and incorporated by reference.
• Authorization and Documentation: Change orders must be authorized by [Client's Designated Contact] and [Consultant's Designated Contact].

17. Indemnification

• Each party agrees to indemnify and hold harmless the other party from any third-party claims, damages, and legal costs arising from breach, negligence, or IP infringement.
• Option A: The indemnification obligations are as detailed in Exhibit M, attached hereto and incorporated by reference.
• Option B: Client shall indemnify Consultant against any claim resulting from the Client's misuse of the Deliverables.

18. Insurance

• Consultant shall maintain the following insurance policies:
  
  • Professional liability insurance: [Amount]
  • General liability insurance: [Amount]
  • Errors and omissions insurance: [Amount]
• Consultant shall provide proof of insurance to Client upon request.

19. Termination

• Option A: Client may terminate this Agreement for cause upon [Number] days written notice.
• Option B: Either party may terminate this Agreement for convenience upon [Number] days written notice.
• Mutual Consent: This Agreement may be terminated by mutual written consent of both parties.
• Regulatory/Legal Changes: This Agreement may be terminated if regulatory or legal changes make performance impossible or illegal.
• Outstanding Fees: Upon termination, Client shall pay Consultant for all services performed and expenses incurred up to the date of termination.

20. Dispute Resolution

• The parties agree to attempt to resolve any disputes through good-faith negotiation.
• If negotiation fails, the parties agree to submit to mediation in Kansas.
• If mediation fails, the parties agree to submit to binding arbitration in Kansas.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Kansas, without regard to its conflict of laws principles.
• Jurisdiction and Venue: Exclusive jurisdiction and venue for any legal action arising out of or relating to this Agreement shall be in the state or federal courts located in [County Name] County, Kansas.

21. Limitation of Liability

• Neither party shall be liable for any indirect, incidental, special, or consequential damages arising out of or relating to this Agreement.
• Consultant's liability shall be limited to the amount of fees paid by Client to Consultant under this Agreement.

22. 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, terrorism, or government regulations.
• Notice: The party affected by a force majeure event shall provide notice to the other party within [Number] days of the event.

23. Regulatory Compliance

• Consultant shall comply with all applicable Kansas statutes and administrative rules governing business practices, professional licensure, and sector-specific regulations.
• Option A: [Details regarding required disclosures or representations by the Consultant]
• Option B: Consultant represents that it holds the licenses/registrations required to perform its obligations under this Agreement [List Licenses/Registrations].

24. Reviews and Audits

Client may conduct periodic reviews or audits of Consultant's deliverables and billing practices upon reasonable notice.

25. Assignment and Subcontracting

Consultant may not assign this Agreement without the prior written consent of Client.
Consultant may not subcontract any of its obligations under this Agreement without the prior written consent of Client.

26. 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.
Any amendments to this Agreement must be in writing and signed by both parties.

27. Notices

All notices under this Agreement shall be in writing and delivered to the addresses listed above.
Notices may be delivered by electronic mail, certified mail, or personal delivery.

28. Special Considerations

• Option A: For consulting in regulated industries: [Details Regarding FERPA, HIPAA, or GLBA Compliance].
• Option B: Consultant shall maintain all licenses and registrations required to conduct business in Kansas.

29. Labor Law Compliance

Consultant shall comply with all applicable Kansas and federal prevailing wage, equal opportunity, and anti-discrimination requirements.

30. Record Retention

Consultant shall retain all records relating to this Agreement for a period of [Number] years after the termination of this Agreement.

31. Severability

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

32. Waiver

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

33. Counterparts and 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.
Electronic signatures shall be accepted as valid and binding.

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

[Client Legal Name]

By: [Client Authorized Signer Name]

Title: [Client Authorized Signer Title]

[Consultant Legal Name]

By: [Consultant Authorized Signer Name]

Title: [Consultant Authorized Signer Title]