Maine consulting service contract template

Maine Consulting Services Contract

This Maine Consulting Services Contract (the “Agreement”) is made and entered into as of this [Date] by and between:

• [Consultant Full Legal Name], a [State of Incorporation/Formation, if applicable] [Entity Type, e.g., Corporation, LLC, Sole Proprietorship], with its principal place of business at [Consultant Full Maine Business Address] (“Consultant”), and
• [Client Full Legal Name], a [State of Incorporation/Formation, if applicable] [Entity Type, e.g., Corporation, LLC, Sole Proprietorship], with its principal place of business at [Client Full Maine Business Address] (“Client”).

1. Consulting Services

• Option A: Consultant agrees to provide the following consulting services to Client: [Detailed description of consulting services, including specific tasks, areas of advice, etc.]
• Option B: Consultant will provide consulting services as detailed in Exhibit A, attached hereto and incorporated by reference.

2. Deliverables

• Option A: The deliverables for this project shall include: [List of all deliverables, including reports, analyses, presentations, etc. Specify format, content requirements, and final output criteria.]
• Option B: Deliverables will be defined and agreed upon in writing for each phase of the project.

3. Project Timeline and Milestones

• Option A: The project will be completed according to the following timeline: [Detailed timeline with milestones and deadlines for each deliverable.]
• Option B: The project will be completed within [Number] weeks/months of the commencement date.
  • Milestones:
  • [Milestone 1]: [Date]
  • [Milestone 2]: [Date]
  • [Milestone 3]: [Date]

4. Client Responsibilities

• Option A: Client shall be responsible for providing the following: [List of client responsibilities, including data, contacts, access, necessary documents, and internal resources.]
• Option B: Client shall provide Consultant with all reasonable cooperation necessary for the completion of the project.

5. Work Location and Travel

• Option A: The consulting services will be performed:
  • Remotely.
  • On-site at Client’s premises located at [Client Full Maine Business Address].
  • Other: [Specify Location].
• Option B: Consultant travel within Maine, if required, will be reimbursed at the current IRS mileage rate. All travel expenses exceeding [Dollar Amount] must be pre-approved in writing by the Client.

6. Fees and Payment

• Option A: Client shall pay Consultant a fee of [Dollar Amount] per [Hour/Day/Project].
• Option B: Client shall pay Consultant a fixed project fee of [Dollar Amount].
• Option C: Client shall pay Consultant a retainer fee of [Dollar Amount] per [Month/Quarter].
  • Payment terms: Payment is due within [Number] days of invoice date. Late payments will be subject to a late fee of [Percentage]% per month, or the maximum amount allowed by Maine law, whichever is less. Client is responsible for applicable Maine sales tax, if any.

7. Revisions and Change Orders

• Option A: Any revisions or changes to the scope of services must be agreed upon in writing by both parties.
• Option B: All change orders will be subject to additional fees, which will be determined and agreed upon prior to the commencement of the revised services.

8. Governing Law and Dispute Resolution

• Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Maine. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in [County Name] County, Maine.
• Option B: Any dispute arising out of or relating to this Agreement shall be resolved through binding arbitration in [City, Maine] in accordance with the rules of the American Arbitration Association. Prior to initiating arbitration, the parties agree to attempt to resolve the dispute through non-binding mediation.

9. Ownership of Deliverables

• Option A: All deliverables created by Consultant under this Agreement shall be the property of Client.
• Option B: Client shall own the deliverables created for them; Consultant retains general know-how and methodologies used.

10. Confidentiality

• Option A: Both parties agree to hold all confidential information of the other party in strict confidence. “Confidential Information” includes, but is not limited to, non-public business data, trade secrets (as defined under the Maine Uniform Trade Secrets Act), and business-sensitive information. This obligation shall survive the termination of this Agreement.
• Option B: Confidentiality obligations will be governed by a separate Non-Disclosure Agreement attached as Exhibit B.

11. Independent Contractor Status

Consultant is an independent contractor and not an employee of Client. Consultant is responsible for their own Maine state income tax, unemployment insurance, and workers’ compensation, as applicable. Consultant agrees not to solicit or hire Client's employees during the term of this agreement and for one year after termination.

12. Insurance

• Option A: Consultant shall maintain professional liability/errors & omissions insurance with coverage of at least [Dollar Amount].
• Option B: Consultant shall maintain general liability insurance with coverage of at least [Dollar Amount].
  • Consultant shall provide Client with a certificate of insurance upon request.

13. Compliance with Laws

Consultant shall comply with all applicable Maine laws and regulations, including privacy and data protection laws, HIPAA (if applicable), and industry-specific regulations.

14. Delays and 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 but not limited to acts of God, war, terrorism, natural disasters, or public health emergencies. The affected party shall notify the other party promptly of the event and its expected duration.

15. Termination

• Option A: This Agreement may be terminated by either party upon [Number] days’ written notice.
• Option B: This Agreement may be terminated immediately by either party for breach of contract, insolvency, or failure to cooperate.
  • Upon termination, Client shall pay Consultant for all services rendered up to the date of termination.

16. Representations and Warranties

Consultant warrants that the consulting services will be performed in a professional and competent manner and that the advice provided is based on best professional knowledge up to date with Maine law and industry standards. Consultant disclaims any warranty that the advice provided is legal or investment advice unless the Consultant is a licensed attorney or financial professional in Maine.

17. Limitation of Liability

Consultant’s liability under this Agreement shall be limited to the amount of fees received from Client. Consultant shall not be liable for any indirect or consequential damages. Client shall indemnify Consultant from liability for improper or unauthorized use of Consultant’s advice.

18. Consumer Protection

To the extent applicable under the Maine Unfair Trade Practices Act, the parties acknowledge they have read and understood this Agreement and agree that the language is clear and concise.

19. Non-Compete/Exclusivity (Optional)

• Option A: During the term of this Agreement and for a period of [Number] months following termination, Consultant shall not provide similar services to any competitor of Client within [Geographic Area] in Maine. (Only Enforceable To the extent permissible under Maine law)
• Option B: Consultant shall provide the services outlined within this agreement exclusively to the Client during the active term of this agreement.

20. Record Retention

Consultant and Client shall retain all project and invoice records for a period of [Number] years to meet Maine statutes of limitation and tax audit needs.

21. Government Registrations and Permits

The cost of any government registrations, permits, or regulatory filings required for the specific consulting specialty shall be the responsibility of [Consultant/Client].

22. Force Majeure

Force majeure events include Maine natural and public health emergencies as well as any reporting or compliance duties under emergency declarations.

23. Merger Clause

This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

24. Notice

All notices under this Agreement shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified mail, or sent by email to the addresses listed above.

25. Severability

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

26. Assignment

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

27. Subcontracting

Consultant shall not subcontract any of the services under this Agreement without the prior written consent of Client. Client’s approval will be required for data transfer or export.

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

[Consultant Signature]

[Consultant Printed Name]

[Client Signature]

[Client Printed Name]