Kentucky consulting service contract template

Kentucky Consulting Services Agreement

This Kentucky Consulting Services Agreement (the "Agreement") is made and entered into as of [Effective Date], and signed on [Signed Date], by and between:

• [Consultant Name], a [Consultant Business Entity, e.g., Limited Liability Company] organized and existing under the laws of Kentucky, with its principal place of business at [Consultant Address] (hereinafter referred to as "Consultant"), and, if applicable, with Kentucky Business Registration Number [Consultant Business Registration Number].
  • Contact Information:
    • [Consultant Contact Person]
    • [Consultant Phone Number]
    • [Consultant Email Address]

AND

• [Client Name], a [Client Business Entity, e.g., Corporation] organized and existing under the laws of Kentucky, with its principal place of business at [Client Address] (hereinafter referred to as "Client"), and, if applicable, with Kentucky Business Registration Number [Client Business Registration Number].
  • Contact Information:
    • [Client Contact Person]
    • [Client Phone Number]
    • [Client Email Address]

1. Scope of Services

Consultant agrees to provide the following consulting services to Client:

• Option A: [Detailed Description of Consulting Services, e.g., Business Strategy Consulting, including market analysis, competitive landscape assessment, and strategic planning recommendations.]
• Option B: [Detailed Description of Consulting Services, e.g., IT Consulting, including systems integration, software implementation, and cybersecurity assessment.]
• Deliverables: [List of Specific Deliverables, e.g., A comprehensive strategic plan document, A software implementation roadmap.]
• Performance Criteria: [Measurable Performance Criteria, e.g., Increase in market share by X% within Y months, Completion of software implementation within Z timeline.]
• Method of Delivery:
  • Option A: In-person meetings at [Location]
  • Option B: Remote meetings via [Platform]
  • Option C: Hybrid approach, combining in-person and remote meetings.
• Work Schedule: [Specify Working Days and Hours]
• Deadlines: [List Specific Deadlines for Each Deliverable]
• Primary Location of Service Performance: [Client's Office, Consultant's Office, Remote]
  • Kentucky labor or employment statutes [do/do not] apply.

2. Client Obligations

Client agrees to:

• Option A: Provide Consultant with timely access to all necessary information, personnel, facilities, and systems required for the performance of the Services.
• Option B: Provide timely approvals and feedback on Consultant's work.
• Timeline for providing information: [Number] business days.
• Timeline for providing feedback: [Number] business days.

3. Consultant's Staffing and Compliance

Consultant represents and warrants that:

• Option A: Services will be performed personally by [Consultant Name].
• Option B: Services may be performed by subcontractors or affiliates of Consultant, provided that Consultant remains responsible for the performance of such subcontractors or affiliates.
• Consultant will comply with all applicable Kentucky professional licensing rules and regulations, if any, related to the Services.
• Consultant possesses the following professional certifications or accreditations: [List Certifications/Accreditations].

4. Fees and Payment

• Service Fees: [Total Fee Amount].
• Retainer/Advance Payment:
  • Option A: No retainer or advance payment required.
  • Option B: A retainer of [Retainer Amount] is due upon execution of this Agreement.
• Billing Structure:
  • Option A: Hourly rate of [Hourly Rate].
  • Option B: Daily rate of [Daily Rate].
  • Option C: Project-based fee of [Project Fee].
• Timing of Payment: Invoices shall be submitted [Frequency, e.g., monthly] and are due within [Number] days of invoice date.
• Form of Payment: [Check, ACH, Wire Transfer].
• Late Payment Penalties: A late payment penalty of [Percentage]% per month will be applied to any overdue amount.
• Invoicing Procedures: Invoices shall include a detailed description of the services performed, the dates of service, and the amount due.
• Kentucky Tax Treatment: [Specify Sales Tax Applicability/Exemption, e.g., Services are subject to Kentucky sales tax./Services are exempt from Kentucky sales tax.] Any required tax withholding will be itemized on the invoice.

5. Fee Schedule and Expenses

• See attached Fee Schedule (Exhibit A).
• Rates for Additional Work: Additional work outside the scope of Section 1 will be billed at [Rate].
• Expenses:
  • Option A: Client will reimburse Consultant for reasonable and necessary expenses incurred in connection with the performance of the Services, including travel within and outside Kentucky, accommodation, and incidentals.
  • Option B: No reimbursement for expenses will be provided.
• Advance Approval: All expenses exceeding [Dollar Amount] require advance written approval from Client.
• Documentation: Consultant shall provide detailed documentation for all expenses.

6. Intellectual Property

• Option A: All work product created by Consultant in connection with the Services shall be owned by Client.
• Option B: Consultant retains ownership of all pre-existing intellectual property. Client is granted a license to use the work product for internal use only.
• Consultant retains background know-how.
• Jointly developed materials: [Specify Ownership and Usage Rights].
• Kentucky trade secret law applies.

7. Confidentiality and Data Protection

• Consultant agrees to hold all Client information confidential, in accordance with the Kentucky Uniform Trade Secrets Act.
• Exceptions: This obligation does not apply to information that is (a) in the public domain, (b) known to Consultant prior to its disclosure by Client, or (c) independently developed by Consultant.
• Secure Handling of Data: Consultant will handle Client data in a secure manner consistent with industry best practices.
• Sensitive Data: If handling sensitive or regulated data (e.g., HIPAA), Consultant shall comply with all applicable state and federal regulations.
• Data Protection: Consultant shall comply with Kentucky’s personal information security and breach investigation procedures and notification requirements.

8. Quality Assurance and Acceptance

• Quality Assurance: Consultant will use commercially reasonable efforts to ensure the quality of the Services.
• Acceptance and Review Procedures: Client shall review the deliverables within [Number] days of receipt.
• Client Sign-Off: Client's written sign-off constitutes acceptance of the deliverables.
• Timeline for Objections: Client must raise any objections within [Number] days of receipt.
• Consultant's Obligations: Consultant shall correct any defects or re-perform the Services to Client's reasonable satisfaction.
• Limits on Liability: In no event shall Consultant be liable for any indirect, consequential, or punitive damages arising out of or related to this Agreement, consistent with Kentucky law.

9. Term and Termination

• Term: This Agreement shall commence on [Effective Date] and shall continue for a term of [Number] months, unless earlier terminated as provided herein.
• Renewal/Extension:
  • 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 may be extended by mutual written agreement of the parties.
• Termination for Cause/Breach: Either party may terminate this Agreement for cause or breach of this Agreement by the other party upon [Number] days written notice.
• Termination by Notice: Either party may terminate this Agreement for any reason upon [Number] days written notice.
• Termination Due to Non-Performance: If Consultant fails to perform the Services in a satisfactory manner, Client may terminate this Agreement upon [Number] days written notice.
• Termination Due to Change of Law: Either party may terminate this agreement if a change in law makes performance impossible or impractical.
• Payment on Termination: Upon termination, Client shall pay Consultant for all outstanding fees for services performed through the date of termination, plus any pro rata adjustments as applicable.

10. Force Majeure

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, natural disasters, legal changes, or public health emergencies affecting Kentucky. The affected party shall provide prompt notice to the other party and shall resume performance as soon as reasonably possible.

11. Non-Solicitation and Non-Competition

• Non-Solicitation: During the term of this Agreement and for a period of [Number] months following termination, Client shall not solicit, hire, or otherwise engage any employee, consultant, or subcontractor of Consultant.
• Non-Competition: During the term of this Agreement and for a period of [Number] months following termination, Consultant shall not engage in any business that is directly competitive with Client's business within a radius of [Number] miles of Client's principal place of business in Kentucky.
• Scope: The restrictions in this section are reasonable and necessary to protect Client's legitimate business interests, and are tailored to Kentucky's enforceability standards, with clear geographic, temporal, and activity scope.

12. Indemnification

Consultant agrees to indemnify and hold Client harmless from and against any and all claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to (a) Consultant's performance of the Services, (b) Consultant's breach of confidentiality, (c) Consultant's infringement of any intellectual property rights, or (d) Client's misuse of Consultant's advice.

• Professional Liability Insurance: Consultant shall maintain professional liability insurance or E&O coverage in an amount not less than [Dollar Amount].
• Kentucky Minimum Requirements: This insurance shall meet all applicable Kentucky minimum requirements.

13. Dispute Resolution

• Negotiation and Mediation: The parties shall first attempt to resolve any dispute arising out of or related to this Agreement through good faith negotiation and mediation.
• Arbitration: If negotiation and mediation are unsuccessful, the dispute shall be resolved by binding arbitration in Kentucky in accordance with the rules of the American Arbitration Association.
  • Venue: Arbitration shall take place in [City, Kentucky].
  • Enforceability: The decision of the arbitrator shall be final and binding on the parties and may be enforced in any court of competent jurisdiction.
• Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Kentucky, without regard to its conflict of laws principles. The exclusive venue for any litigation arising out of or related to this Agreement shall be the state and federal courts located in [County, Kentucky].
• Waiver of Jury Trial: To the extent permitted by law, the parties waive their right to a jury trial in any action arising out of or related to this Agreement.

14. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed to have been duly given when (a) delivered personally, (b) sent by certified mail, return receipt requested, or (c) sent by electronic mail, with confirmation of receipt, to the addresses set forth in the introductory paragraph of this Agreement.

• Consultant's Notice Address: [Consultant Address], [Consultant Email Address]
• Client's Notice Address: [Client Address], [Client Email Address]

15. Miscellaneous

• Order of Precedence: In the event of any conflict between the terms of this Agreement and any exhibit or attachment, the terms of this Agreement shall govern.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.
• Compliance with Kentucky Law: This Agreement shall be interpreted and enforced in accordance with Kentucky statutes governing contract formation (KRS 371 et seq.), Statute of Frauds, and consumer/business law requirements.
• Representations and Warranties: Each party represents and warrants that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, and that its execution and performance of this Agreement will not violate any other agreement to which it is a party.
• Assignment: Neither party may assign or delegate its rights or obligations under this Agreement without the prior written consent of the other party, subject to Kentucky’s stance on anti-assignment clauses.
• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.
• Entire Agreement: 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.
• Conflicts of Interest: Consultant shall disclose any actual or potential conflicts of interest to Client.
• Industry Regulations: Consultant shall comply with all applicable Kentucky-specific industry regulations or licensing requirements related to the Services.

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]

Exhibit A: Fee Schedule