Missouri consulting service contract template

Missouri Consulting Services Contract

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

[Consultant Full Legal Name], a [Consultant Business Entity Type, e.g., sole proprietorship, LLC] with its principal place of business at [Consultant Missouri Address] ("Consultant"). If applicable, Consultant’s registration number is [Consultant Registration Number]. Consultant's Missouri contact information is [Consultant Phone Number] and [Consultant Email Address].

and

[Client Full Legal Name], a [Client Business Entity Type, e.g., corporation, partnership] with its principal place of business at [Client Missouri Address] ("Client"). If applicable, Client's registration number is [Client Registration Number]. Client's Missouri contact information is [Client Phone Number] and [Client Email Address].

Scope of Services:

Option A: Consultant shall provide the following consulting services to Client: [Detailed description of services, e.g., management consulting, IT consulting, HR consulting, regulatory compliance consulting]. This includes the following specific objectives: [Specific Objectives].

Option B: Consultant shall perform the services as described in Exhibit A, attached hereto and incorporated herein by reference.

Specific Tasks:

[Task 1]: Deliverable: [Deliverable 1], Work Product Format: [Format 1], Standard of Performance: [Performance Standard 1], Timeline: [Timeline 1]

[Task 2]: Deliverable: [Deliverable 2], Work Product Format: [Format 2], Standard of Performance: [Performance Standard 2], Timeline: [Timeline 2]

Client Responsibilities:

Option A: Client shall provide Consultant with timely access to all necessary information, resources, and personnel required for Consultant to perform the Services. Specific personnel contact points: [Name(s) and Title(s)]. Deadlines for collaboration: [Specific Deadlines].

Option B: Client shall be responsible for the following: [List of Specific Responsibilities]

Place of Service Delivery:

Option A: Services will be performed primarily onsite at Client's Missouri location.

Option B: Services will be performed remotely.

Option C: Services will be performed on a hybrid basis, with [Number] days per week onsite at Client's Missouri location and the remainder performed remotely.

Travel and Expenses:

Consultant shall be reimbursed for reasonable travel and other expenses incurred in connection with the Services, in accordance with Client's expense reimbursement policy, which is consistent with Missouri Department of Revenue guidelines. Consultant must obtain prior written approval from Client for all expenses exceeding [Dollar Amount].

Contract Term:

Option A: The term of this Agreement shall commence on [Start Date] and shall continue until [End Date].

Option B: The term of this Agreement shall commence on [Start Date] and shall continue until the completion of the Services.

Extension/Renewal:

This Agreement may be extended or renewed upon mutual written agreement of the parties.

Compensation:

Option A: Hourly Rate: Consultant shall be compensated at a rate of [Dollar Amount] per hour for all Services performed.

Option B: Daily Rate: Consultant shall be compensated at a rate of [Dollar Amount] per day for all Services performed.

Option C: Project-Based Fee: Consultant shall be compensated a fixed fee of [Dollar Amount] for the completion of the Services.

Option D: Retainer: Client shall pay Consultant a retainer of [Dollar Amount] per [Month/Quarter].

Payment Schedule:

Payments shall be made within [Number] days of receipt of invoice. Milestone-based payments: [Milestone 1]: [Dollar Amount], [Milestone 2]: [Dollar Amount]. Invoicing format: [Specified Format]. Total Compensation: [Dollar Amount]. All fees are subject to applicable Missouri state and local taxes.

Payment Terms:

Option A: Payment shall be made by check, wire transfer, or ACH transfer.

Option B: Payment shall be made by [Specified Payment Method].

Late Payments:

Overdue payments shall accrue interest at a rate of [Percentage]% per month, or the maximum rate permitted by Missouri law, whichever is lower. Advance Deposits/Escrow: [Details if applicable].

Deliverable Ownership and Intellectual Property:

Option A: All deliverables, work product, inventions, and reports created by Consultant in connection with the Services shall be the property of Client upon delivery and payment.

Option B: Consultant shall retain ownership of any pre-existing "know-how" or intellectual property used in connection with the Services.

Rights to Use:

Client shall have the right to use, modify, and sublicense the work product. Consultant may use the work product in Consultant's portfolio.

Confidentiality:

Consultant agrees to hold Client's confidential information in strict confidence. Scope of Confidential Information: [Description of Confidential Information]. Exclusions: [Permitted Disclosures, e.g., legal compulsion]. Length of Duty Post-Contract: Minimum two years. Security Protocols: [Description of Security Protocols]. This clause is consistent with the Missouri Uniform Trade Secrets Act.

Data Protection:

Consultant shall comply with all applicable Missouri data privacy laws and, if handling sensitive personal data, with applicable federal standards (e.g., HIPAA, GLBA).

Non-Competition/Non-Solicitation:

Option A: Consultant agrees not to compete with Client within [Geographic Scope, e.g., Missouri] for a period of [Time Limit, e.g., one year] following the termination of this Agreement. Restricted Activities: [Description of Restricted Activities].

Option B: Consultant agrees not to solicit Client's employees or customers for a period of [Time Limit, e.g., one year] following the termination of this Agreement.

Enforceability: This clause is intended to be enforceable under Missouri law.

Insurance:

Consultant shall maintain the following insurance coverage: General Liability Insurance with a minimum coverage of [Dollar Amount], Professional Liability (E&O) Insurance with a minimum coverage of [Dollar Amount], and Worker's Compensation Insurance if employing personnel in Missouri. Proof of insurance shall be provided to Client upon request.

Warranties and Representations:

Consultant warrants and represents that Consultant will perform the Services with reasonable skill and care customary in the Missouri consulting market, is properly licensed if required by Missouri regulatory bodies, and that deliverables will comply with applicable local, state, and federal laws.

Quality Assurance and Acceptance:

Client shall have [Number] days to review and accept deliverables. Procedures for correcting non-conformities: [Description of Procedures].

Change Management:

Any changes to the scope of Services, fees, or timelines must be agreed upon in writing by both parties.

Delays and Service Interruptions:

Consultant shall notify Client promptly of any delays or service interruptions. Force majeure events: [Definition consistent with Missouri courts].

Termination:

Option A: This Agreement may be terminated by either party for material breach, non-performance, or mutual consent.

Option B: This Agreement may be terminated by either party for convenience with [Number] days advance written notice.

Final Accounting: Upon termination, Consultant shall provide a final accounting and transition plan, and Client shall pay Consultant for all work performed through the termination date.

Consequences of Breach, Liability, and Indemnification:

Consequences of Breach: [Description of Consequences]. Liability Caps: [Dollar Amount], if permissible under Missouri law. Indemnification: [Description of Indemnification Obligations].

Dispute Resolution:

The parties shall attempt to resolve any disputes through negotiation. If negotiation fails, the parties shall attempt to resolve the dispute through mediation or arbitration in Missouri. This Agreement shall be governed by Missouri law, and exclusive jurisdiction and venue shall be in [Specific Missouri County] County.

Compliance with Missouri Statutes and Professional Regulations:

Consultant shall comply with all applicable Missouri statutes and professional regulations, including those related to the Missouri Department of Revenue, the Missouri Secretary of State, and any applicable professional licensing boards. Consultant shall maintain all necessary Missouri registrations and filings.

Records Retention and Audit Rights:

Consultant shall retain records related to the Services for a period of at least [Number, e.g., three] years. Client shall have the right to audit Consultant's work and billing records.

Notices:

All notices required under this Agreement shall be in writing and shall be delivered by certified mail or email to the addresses listed above. Copies shall be sent to [Name and Address].

Non-Conflict of Interest and Anti-Bribery:

Consultant represents that it has no conflict of interest that would prevent it from performing the Services. Consultant shall comply with all applicable anti-bribery laws.

Assignment and Subcontracting:

Consultant may not assign or subcontract its obligations under this Agreement without the prior written consent of Client. Any subcontractors must adhere to the terms of this Agreement.

Interpretation, Severability, Waiver, and Amendment:

This Agreement shall be interpreted in accordance with Missouri contract law. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any provision of this Agreement shall be effective unless in writing. This Agreement may be amended only by a written instrument signed by both parties.

Force Majeure:

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement to the extent that such delay or failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, fire, flood, tornado, or other natural disaster. Notice and Mitigation Expectations: [Description].

Specific Reporting, Training, Continuing Education, or Client Communication Expectations:

[Details as needed]

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

[Consultant Full Legal Name]

By: [Consultant Signature]

Name: [Consultant Printed Name]

Title: [Consultant Title]

[Client Full Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

[Optional: Notary Acknowledgment - as required by local Missouri practice]

[Exhibit A: Statement of Work (if applicable)]