Minnesota consulting service contract template

Minnesota Consulting Services Contract

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

• [Consultant Legal Name], a [Consultant Business Entity Type, e.g., Individual, LLC, Corporation], with its principal place of business at [Consultant Address], hereinafter referred to as "Consultant,"
• and
• [Client Legal Name], a [Client Business Entity Type, e.g., Individual, LLC, Corporation], with its principal place of business at [Client Address], hereinafter referred to as "Client."

1. Services

The Consultant shall provide the following consulting services to the Client (the "Services"):

• Option A: Detailed Description of Services: [Detailed Description of Services]
• Option B: Scope of Work:
  • Deliverables: [Specific Deliverables]
  • Milestones: [Specific Milestones]
  • Objectives: [Specific Objectives]
• Option C: Compliance Requirements: The Consultant shall comply with all applicable Minnesota industry regulations relevant to the Client’s sector, including but not limited to [Specific Regulations, e.g., HIPAA, GLBA].

2. Performance Standards

The Consultant shall perform the Services in a professional and workmanlike manner, consistent with industry standards.

• Option A: Methods/Processes: The Consultant will use the following methods/processes: [List of Methods/Processes].
• Option B: Minnesota Business Practices: The Consultant shall adhere to the following Minnesota-specific business practices: [Description of Minnesota Business Practices].
• Option C: Licensing/Permits: The Consultant warrants that they hold all necessary professional licenses and permits required under Minnesota law to perform the Services. [List of Licenses/Permits].

3. Location of Services & Travel

The Services shall be performed:

• Option A: Onsite at the Client's Minnesota location at [Client Address].
• Option B: Remotely.
• Option C: Travel:
  • Travel Policy: The Consultant's travel policy is as follows: [Detailed Travel Policy].
  • Approval Requirements: All travel must be pre-approved by [Name/Title] at the Client.
  • Reimbursement: Travel expenses will be reimbursed in accordance with Minnesota employment and expense laws.

4. Fees and Payment

The Client shall pay the Consultant for the Services as follows:

• Option A: Hourly Rate: [Hourly Rate] per hour.
• Option B: Project-Based Fee: A fixed fee of [Dollar Amount] for the entire project.
• Option C: Invoicing:
  • Invoicing Frequency: The Consultant shall invoice the Client [Frequency, e.g., monthly, upon completion of milestones].
  • Overdue Payments: Overdue payments shall accrue interest at a rate of [Percentage]% per month, or the maximum rate allowed by Minnesota law.
  • Collection Costs: The Client shall be responsible for all collection costs, including reasonable attorney's fees, incurred by the Consultant in collecting overdue payments.
• Option D: Taxes and Mileage:
  • Sales Tax: [Sales Tax Applies/Sales Tax Does Not Apply]. If sales tax applies, it will be calculated and added to each invoice in accordance with Minnesota sales tax laws.
  • Mileage: Mileage will be reimbursed at the current IRS standard mileage rate.

5. Client Obligations

The Client shall provide the following to the Consultant:

• Option A: Data: Access to all necessary data and information.
• Option B: Personnel/Facilities: Access to relevant personnel and facilities.
• Option C: Feedback: Timely feedback on the Consultant's work.

6. Subcontractors

The Consultant:

• Option A: May use subcontractors with prior written approval from the Client.
• Option B: Will not use subcontractors without prior written approval from the Client.
• Option C: Responsibility: The Consultant is responsible for the performance of any subcontractors.

7. Independent Contractor Status

The Consultant is an independent contractor and not an employee of the Client. The Consultant is responsible for their own insurance, worker's compensation, tax reporting, and compliance with Minnesota Department of Revenue and Department of Employment and Economic Development requirements.

8. Intellectual Property

• Option A: Work-for-Hire: All deliverables shall be considered works-for-hire under Minnesota law and shall be owned by the Client.
• Option B: Ownership: The Consultant retains ownership of all pre-existing tools, software, templates, and methodologies.
• Option C: Licensing: The Consultant grants the Client a non-exclusive license to use the Consultant’s tools used to develop Client deliverables.
• Option D: Portfolio/Advertising: The consultant may use the client's name and a general description of the services provided to the client for portfolio and advertising purposes.

9. Confidentiality

The Consultant shall maintain the confidentiality of all Client information.

• Option A: Scope: This includes, but is not limited to, [List of Confidential Information].
• Option B: Data Privacy: The Consultant shall comply with all applicable data privacy requirements, including Minnesota’s Data Practices Act.
• Option C: Survival: This confidentiality obligation shall survive termination of this Agreement.

10. Non-Competition/Non-Solicitation

• Option A: Non-Competition: During the term of this Agreement and for a period of [Number] months after termination, the Consultant shall not compete with the Client within [Geographic Area], subject to the limitations of Minnesota law.
• Option B: Non-Solicitation: During the term of this Agreement and for a period of [Number] months after termination, the Consultant shall not solicit the Client’s employees or customers.

11. Term and Termination

• Option A: Term: This Agreement shall commence on [Start Date] and shall continue until [End Date] or completion of the project.
• Option B: Termination for Convenience: Either party may terminate this Agreement for convenience upon [Number] days written notice.
• Option C: Termination for Cause: Either party may terminate this Agreement for cause, such as material breach, bankruptcy, or failure to perform.
  • Cure Period: The breaching party shall have [Number] days to cure the breach.
  • Payment Upon Termination: Upon termination, the Client shall pay the Consultant for all work completed up to the date of termination.

12. Changes in Scope

Any changes in the scope of the Services shall be made in writing and signed by both parties. Any adjustment in fees or deadlines will be agreed upon in writing.

13. 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, natural disasters, public health emergencies, or government orders.

14. Limitation of Liability & Indemnification

• Option A: Limitation of Liability: The Consultant's liability shall be limited to the amount of fees paid by the Client under this Agreement.
• Option B: Indemnification: The Consultant shall indemnify and hold harmless the Client from and against any and all claims, damages, liabilities, costs, and expenses arising out of the Consultant’s negligence or willful misconduct.

15. Insurance

The Consultant shall maintain the following insurance coverage:

• Professional liability insurance.
• General liability insurance.
• Worker's compensation insurance (if applicable).

The Consultant shall provide the Client with certificates of insurance upon request.

16. Quality Assurance

The Consultant shall maintain quality assurance standards:

• Option A: Review/Acceptance: Client review and acceptance of deliverables after each milestone.
• Option B: Revision Cycle: [Number] days for revision following client feedback.
• Option C: Reporting: The Consultant shall provide [Reporting frequency] reports.

17. Warranties

The Consultant warrants that they have the authority to enter into this Agreement and that they are qualified to perform the Services.

18. Dispute Resolution

Any disputes arising out of or relating to this Agreement shall be resolved as follows:

• Option A: Negotiation: First, the parties shall attempt to resolve the dispute through good faith negotiation.
• Option B: Mediation: If negotiation fails, the parties shall submit the dispute to mediation in Minnesota.
• Option C: Arbitration: If mediation fails, the parties shall submit the dispute to binding arbitration in Minnesota.

19. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to its conflict of laws principles.

20. Business Records and Audit Rights

The consultant shall maintain business records and the client retains audit rights. All records must comply with the Minnesota Government Data Practices Act.

21. Electronic Communications

Electronic communications and signatures comply with the Minnesota Uniform Electronic Transactions Act.

22. Severability

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

23. Entire Agreement

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

24. Amendment

This Agreement may be amended only in writing and signed by both parties.

25. Waiver

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

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]