Maryland consulting service contract template

Maryland Consulting Services Agreement

This Maryland Consulting Services Agreement (the “Agreement”) is made and effective as of [Date], by and between:

[Consultant Legal Name], a [Legal Entity Type, e.g., Limited Liability Company] organized and existing under the laws of Maryland, with its principal place of business at [Consultant Address] (“Consultant”), Maryland Business Registration Number (if applicable): [Consultant Business Registration Number].

and

[Client Legal Name], a [Legal Entity Type, e.g., Corporation] organized and existing under the laws of Maryland, with its principal place of business at [Client Address] (“Client”), Maryland Business Registration Number (if applicable): [Client Business Registration Number].

1. Scope of Services

The Consultant agrees to provide the following consulting services to the Client:

Option A: [Detailed description of consulting services, including objectives, tasks, and deliverables. E.g., Market analysis, strategic planning, software development, training.]

Option B: The services will be as described in Exhibit A attached hereto and incorporated herein.

Work Methods:

Option A: Consultant shall perform services [On-site, Remote, Hybrid]. If on-site, the location is [Client Location].

Maryland-Specific Service Boundaries: [Specify licensing or registration requirements if applicable under Maryland law, e.g., For engineering services, must be licensed in Maryland.]

2. Deliverables and Acceptance

Deliverables:

Option A: The deliverables shall include, but not be limited to: [List of deliverables, e.g., Reports, software code, training materials].

Option B: All deliverables will be provided according to the schedule outlined in Exhibit B.

Acceptance Criteria:

Option A: Deliverables will be deemed accepted upon [Client Name]’s written approval within [Number] days of delivery, based on the following criteria: [Specific acceptance criteria, e.g., Functionality, accuracy, completeness].

Option B: If no written approval or rejection is given within [Number] days, the deliverable is automatically accepted.

Delivery Formats: [Specify delivery formats, e.g., PDF, Word document, source code repository link].

3. Client Obligations

The Client agrees to provide the Consultant with the following:

Option A: Access to [Data, materials, systems, personnel] necessary for the performance of the services.

Option B: Timely decision-making and feedback on deliverables.

Data Privacy Compliance (Maryland PIPA):

Option A: The Client shall ensure that any personal information provided to the Consultant is compliant with the Maryland Personal Information Protection Act (PIPA).

Option B: The Consultant shall implement reasonable security measures to protect personal information provided by the Client.

4. Fees and Payment Terms

Fees:

Option A: The Consultant shall be paid at an hourly rate of [Dollar Amount] per hour.

Option B: The Consultant shall be paid a fixed fee of [Dollar Amount] for the completion of the services.

Option C: A retainer of [Dollar Amount] is due upon signing this agreement, which will be credited against the final invoice.

Expenses:

Option A: Reimbursable expenses shall include [Travel, lodging, materials], and require prior written approval from the Client.

Option B: Expenses shall not exceed [Dollar Amount] without prior written approval.

Invoicing and Payment:

Option A: The Consultant shall invoice the Client [Monthly, upon completion of milestones].

Option B: Payment is due within [Number] days of the invoice date.

Late Payment:

Option A: Late payments shall accrue interest at a rate of [Percentage]% per month.

Maryland Sales and Use Tax: [Specify if sales and use tax applies, and who is responsible for paying it].

5. Intellectual Property

Ownership:

Option A: All intellectual property rights in the work product created by the Consultant shall vest in the Client. This includes copyright, patentable inventions, and trade secrets. Special consideration for work made for hire under Maryland Code: [Specify if work is considered "work for hire" under Maryland law].

Option B: The Consultant retains ownership of all intellectual property rights, but grants the Client a [Non-exclusive, exclusive] license to use the work product.

6. Confidentiality

Scope of Protected Information:

Option A: Confidential information includes [All non-public information disclosed by either party].

Option B: Specifically includes business plans, customer lists, financial data, and technical specifications.

Permitted Disclosures:

Option A: Disclosure is permitted to employees, agents, and subcontractors who have a need to know and are bound by similar confidentiality obligations.

Exclusions:

Option A: Information that is already known, publicly available, or independently developed is not considered confidential.

Compelled Legal Disclosure:

Option A: If compelled by law to disclose confidential information, the party must provide the other party with prompt notice.

Duration:

Option A: The confidentiality obligations shall survive the termination of this Agreement for a period of [Number] years.

Maryland Uniform Trade Secrets Act: [Acknowledge protection under the Maryland Uniform Trade Secrets Act].

7. Non-Competition and Non-Solicitation

Non-Competition:

Option A: The Consultant shall not compete with the Client in [Specific geographic area] for a period of [Number] years after termination of this Agreement.

Option B: Restricted activities include [Specific activities, e.g., providing similar consulting services to the Client's direct competitors].

Option C: Acknowledge Maryland public policy and that non-competes must be reasonable and necessary.

Non-Solicitation:

Option A: The Consultant shall not solicit the Client's employees or customers for a period of [Number] years after termination of this Agreement.

8. Quality Standards and Warranties

Quality Standards:

Option A: The Consultant shall perform the services in a professional and workmanlike manner.

Industry-Specific Compliance:

Option A: The Consultant warrants that it will adhere to all applicable Maryland state and local business regulations.

Representations and Warranties:

Option A: Both parties represent and warrant that they have the legal right and authority to enter into this Agreement.

9. Assignment

Assignment:

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

Option B: Any assignment without consent shall be void.

Subcontracting:

Option A: The Consultant may not subcontract any of the services without the prior written consent of the Client.

Option B: Any subcontractors must meet Maryland’s licensing or registration requirements if necessary.

10. Insurance

Insurance Requirements:

Option A: The Consultant shall maintain [Professional liability insurance, general liability insurance, workers’ compensation insurance] in amounts sufficient to protect the Client.

Option B: Consultant shall provide proof of insurance upon request.

11. Delays and Force Majeure

Force Majeure:

Option A: Neither party shall be liable for delays caused by events beyond their reasonable control, including acts of God, war, terrorism, or government regulation.

Option B: The affected party shall provide prompt notice to the other party and use reasonable efforts to mitigate the delay.

12. Termination

Termination for Cause:

Option A: Either party may terminate this Agreement for cause if the other party breaches any material provision and fails to cure the breach within [Number] days of written notice.

Termination for Convenience:

Option A: The Client may terminate this Agreement for convenience upon [Number] days' written notice to the Consultant.

Obligations on Termination:

Option A: Upon termination, the Consultant shall be paid for all services performed up to the date of termination.

Option B: The Consultant shall return all Client documents and confidential information.

Maryland Employment Law Considerations: [Clarify independent contractor status and avoid misclassification under the Maryland Workplace Fraud Act].

13. Governing Law and Dispute Resolution

Governing Law:

Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of Maryland.

Dispute Resolution:

Option A: Any disputes arising under this Agreement shall be resolved in the state courts of Maryland.

Option B: The parties agree to first attempt to resolve any disputes through negotiation, mediation, or arbitration.

14. Indemnification

Indemnification:

Option A: The Consultant shall indemnify and hold harmless the Client from any claims, damages, or liabilities arising out of the Consultant's negligence or willful misconduct.

Limitation of Liability:

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

Option B: Neither party shall be liable for indirect, special, or consequential damages.

15. Recordkeeping and Audit

Recordkeeping:

Option A: The Consultant shall maintain accurate records of all services performed.

Audit:

Option A: The Client shall have the right to audit the Consultant's records upon reasonable notice.

16. Notices

Notices:

Option A: All notices under this Agreement shall be in writing and sent to the addresses listed above.

Option B: Notices may be delivered by mail, express courier, or electronic delivery as accepted under Maryland law.

17. Entire Agreement

Entire Agreement:

Option A: This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations and understandings.

Amendment:

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

Severability:

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

18. Maryland-Specific Statutory Requirements

Compliance: [Specify compliance with Maryland-specific statutory requirements relevant to the client’s sector, such as state procurement laws for public contracts, or special rules for government clients.]

19. Independent Contractor Status

Independent Contractor:

Option A: The Consultant is an independent contractor and not an employee of the Client.

Option B: The Consultant is responsible for all Maryland state and local tax withholding, reporting, and benefits, including the reporting of income via IRS Form 1099 and Maryland equivalent.

20. Business Licenses and Registrations

Licenses:

Option A: Both parties shall maintain all required business licenses or registrations for the duration of this Agreement.

21. Data Security

Data Security:

Option A: The Consultant shall comply with all applicable Maryland cybersecurity regulations, especially if consulting services touch customer records or sensitive data.

22. Plain English

Plain English:

Option A: The parties acknowledge Maryland’s de facto “plain English” best practices, requiring that this Agreement is drafted in clear, understandable terms for enforceability.

23. Other Maryland-Specific Provisions

Other Provisions: [Any other Maryland-specific provisions appropriate to the industry or client, including public policy statements or sector regulations, should be disclosed and agreed in writing.]

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

[Consultant Legal Name]

By: [Consultant Name]

Title: [Consultant Title]

[Client Legal Name]

By: [Client Name]

Title: [Client Title]

Exhibit A: Scope of Services (Detailed Description)

Exhibit B: Deliverable Schedule