Michigan consulting service contract template

Michigan Consulting Services Contract

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

[Consultant Legal Name], a [Consultant Business Entity Type] with its principal place of business at [Consultant Address], City of [Consultant City], State of Michigan, Zip Code [Consultant Zip Code], and its registered agent (if applicable) [Consultant Registered Agent Name] at [Consultant Registered Agent Address] (the “Consultant”)

and

[Client Legal Name], a [Client Business Entity Type] with its principal place of business at [Client Address], City of [Client City], State of Michigan, Zip Code [Client Zip Code], and its registered agent (if applicable) [Client Registered Agent Name] at [Client Registered Agent Address] (the “Client”).

1. Scope of Services

The Consultant agrees to provide the following consulting services to the Client (the “Services”):

Option A: Description of Services: [Detailed description of the specific consulting services to be provided, including deliverables, project milestones, methodologies, and industry-specific advisory standards.]

Option B: Project Plan: The Services shall be performed in accordance with the Project Plan attached hereto as Exhibit A.

Enumerated Excluded Services: [List any services specifically excluded from the scope of this agreement.]

Client Cooperation: The Client agrees to provide reasonable cooperation and access to information necessary for the Consultant to perform the Services. Specific expectations for client cooperation: [list specific expectations]

2. Work Location and Travel

Option A: Work Location: The Services shall be performed [on-site at Client's location / remotely / a hybrid of on-site and remote work].

Option B: Travel: If travel is required, the Client shall reimburse the Consultant for reasonable travel expenses, including mileage at the rate published by the Michigan Department of Technology, Management & Budget, per diem rates as per Michigan guidelines, and other pre-approved expenses. [Specify any limitations or approval processes for travel expenses.]

3. Reporting and Meetings

Reporting Schedule: The Consultant shall provide the Client with written reports on the progress of the Services [weekly / bi-weekly / monthly / as specified: [Reporting schedule details]].

Meeting Schedule: The Consultant and the Client shall participate in meetings [weekly / bi-weekly / monthly / as specified: [Meeting schedule details]] to discuss the progress of the Services.

Deliverable Formats: Deliverables shall be provided in the following formats: [List acceptable deliverable formats (e.g., PDF, Word, Excel)].

Client Feedback and Approvals: The Client shall provide feedback and approvals on deliverables within [Number] business days of receipt.

4. Fees and Payment

Option A: Fee Structure: The Client shall pay the Consultant fees as follows: [Flat fee of $[Amount] / Hourly rate of $[Amount] per hour / Retainer fee of $[Amount] per month / Milestone-based payments as outlined in Exhibit B.]

Payment Schedule: Payments shall be made according to the following schedule: [Specify payment schedule, e.g., net 30 days from invoice date, upon completion of milestones.]

Michigan Sales and Use Tax: [State whether Michigan sales and use tax applies to the Services and, if so, how it will be handled.]

Allowable Expenses: In addition to the fees, the Client shall reimburse the Consultant for the following allowable expenses: [List allowable expenses.]

Invoice Requirements: Invoices shall include the following information: [Consultant name and address, Client name and address, invoice date, invoice number, description of services provided, hours worked (if applicable), hourly rate (if applicable), expenses, total amount due, and any applicable Michigan sales and use tax.]

Payment Methods: Payments shall be made by [check / wire transfer / ACH / other specified method].

5. Intellectual Property

Option A: Work Made for Hire: All work product created by the Consultant in connection with the Services shall be considered "work made for hire" under Michigan law and shall be owned exclusively by the Client.

Option B: Ownership and License: The Consultant retains ownership of all pre-existing materials and know-how used in connection with the Services. The Client is granted a non-exclusive, non-transferable license to use such materials solely for its internal business purposes.

Assignment of Rights: Upon full payment of all fees and expenses, the Consultant hereby assigns to the Client all right, title, and interest in and to the work product created in connection with the Services.

Consultant's Rights: The Consultant reserves the right to use its underlying know-how and non-client-specific templates in connection with other projects.

6. Non-Competition, Non-Solicitation, and Non-Circumvention

Option A: Non-Competition: The Consultant agrees not to engage in any business that competes with the Client's business within [Geographic Area] for a period of [Number] years following the termination of this Agreement. This clause is intended to be reasonable and enforceable under Michigan public policy.

Option B: Non-Solicitation: The Consultant agrees not to solicit or hire any employee or contractor of the Client for a period of [Number] years following the termination of this Agreement.

Non-Circumvention: The Consultant agrees not to circumvent the Client's relationships with its customers or suppliers for a period of [Number] years following the termination of this Agreement.

7. Confidentiality and Non-Disclosure

Both parties agree to hold confidential all confidential information of the other party disclosed in connection with this Agreement, in compliance with the Michigan Uniform Trade Secrets Act. This obligation shall survive the termination of this Agreement. Specific confidential information includes, but is not limited to: [List categories of confidential information.] Data privacy requirements applicable to the consulting subject matter: [Specify relevant data privacy standards and regulations.]

8. Compliance with Michigan Law

The Consultant shall comply with all applicable Michigan statutes, rules, regulations, and relevant industry codes of conduct, including, if applicable, the Michigan Professional Service Corporation Act and any relevant licensing requirements. For services provided to the Michigan public sector, the Consultant agrees to comply with all applicable state-specific non-discrimination and anti-harassment laws.

9. Data Management, Privacy, and Cybersecurity

The Consultant shall comply with the Michigan Consumer Protection Act and all other applicable data management, privacy, and cybersecurity requirements. The Consultant shall protect and securely handle all client and customer information and shall indemnify the Client for any breaches caused by the Consultant. Specific security measures to be implemented: [List security measures.]

10. Independent Contractor Status

The Consultant is an independent contractor and not an employee of the Client. The Consultant is not eligible for any employee benefits. The Client is responsible for complying with all Michigan-specific requirements regarding worker classification, unemployment insurance, and state tax reporting responsibilities.

11. Changes to Services

Any changes or additions to the Services shall be requested in writing by the Client and approved in writing by the Consultant. Change orders shall specify the scope of the changes, the impact on the project timeline, and any changes to the fees.

12. Quality Assurance

The Consultant shall provide the Services in a professional and workmanlike manner. The Client shall have a period of [Number] days to review the Services and provide feedback. If the Client identifies any non-conforming work, the Consultant shall correct such work within a reasonable timeframe reflecting Michigan business norms.

13. Limitation of Liability

The Consultant's liability for any damages arising out of or related to this Agreement shall be limited to the amount of fees paid by the Client to the Consultant under this Agreement. In no event shall the Consultant be liable for any consequential, incidental, indirect, special, or punitive damages, to the extent permitted by Michigan law.

14. Suspension and Termination

Termination for Breach: Either party may terminate this Agreement for breach of a material provision by the other party, provided that the breaching party has been given written notice of the breach and has failed to cure the breach within [Number] days.

Termination for Insolvency: Either party may terminate this Agreement if the other party becomes insolvent or files for bankruptcy.

Termination for Mutual Agreement: This Agreement may be terminated by mutual written agreement of the parties.

Termination for Force Majeure: Either party may terminate this Agreement if performance is prevented by a force majeure event, such as a Michigan-specific disaster or emergency regulation.

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

Upon termination, the Consultant shall be entitled to payment for all Services performed up to the date of termination. The Consultant shall deliver to the Client all work in progress.

15. Indemnification

The Consultant shall indemnify and hold harmless the Client from and against any and all third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to the Consultant's performance of the Services, to the extent caused by the Consultant's negligence or willful misconduct, tailored for Michigan’s comparative fault and indemnity principles.

16. Insurance

The Consultant shall maintain the following insurance coverage: [Professional liability insurance, general liability insurance, and workers’ compensation insurance as required by Michigan law or relevant industry standards.] The Consultant shall provide the Client with certificates of insurance upon request.

17. Dispute Resolution

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

Mediation or Arbitration: If negotiation fails, the parties shall submit the dispute to [mediation / arbitration] in accordance with the [Michigan Uniform Arbitration Act, if arbitration is chosen].

Governing Law and Jurisdiction: This Agreement shall be governed by and construed in accordance with the laws of the State of Michigan. The exclusive jurisdiction for any legal action arising out of or relating to this Agreement shall be in the courts of [County Name] County, Michigan.

18. Records and Audit

The Consultant shall maintain accurate and complete records relating to the Services and shall retain such records for a period of [Number] years in compliance with Michigan’s records retention laws and practices. The Client shall have the right to audit such records upon reasonable notice.

19. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement to the extent such failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, government regulation, utility outages, or other local disruptions impacting performance, with specific reference to Michigan-specific emergency declarations.

20. Notices

All notices required or permitted under this Agreement shall be in writing and shall be delivered by [certified mail / overnight courier / electronic mail] to the addresses set forth above. Electronic notification is allowed in accordance with Michigan’s Uniform Electronic Transactions Act.

21. 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. This Agreement may be amended only by a written instrument signed by both parties.

22. Addenda and Schedules

The following addenda and schedules are attached to and incorporated into this Agreement: [Detailed statement of work, fee schedules, compliance certifications, or other Michigan-specific requirements or representations.]

23. Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party, subject to Michigan contract law.

24. Severability

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

25. Waiver

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

26. Federal Requirements

If relevant, state compliance with federal requirements as applicable in Michigan, such as for contracts involving data covered by HIPAA, FERPA, or federal grants, and reference Michigan Department of Licensing and Regulatory Affairs guidance for specialized consulting services.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

[Consultant Legal Name]

By: [Consultant Authorized Representative Name]

Title: [Consultant Authorized Representative Title]

Date: [Date]

[Client Legal Name]

By: [Client Authorized Representative Name]

Title: [Client Authorized Representative Title]

Date: [Date]