Montana consulting service contract template

Montana Consulting Service Contract

This Montana Consulting Service Contract (the “Agreement”) is made and entered into as of [Date], by and between:

• [Consultant Company Legal Name], a [Consultant Company Entity Type, e.g., Montana LLC], with a principal place of business at [Consultant Company Address], Montana, and Montana Secretary of State registration number [Consultant Company SOS Number], hereinafter referred to as "Consultant," and
• [Client Company Legal Name], a [Client Company Entity Type, e.g., Montana Corporation], with a principal place of business at [Client Company Address], Montana, hereinafter referred to as "Client."

Consultant Contact: [Consultant Contact Person], [Consultant Contact Phone], [Consultant Contact Email]

Client Contact: [Client Contact Person], [Client Contact Phone], [Client Contact Email]

1. Purpose and Scope of Work

• Option A: The Consultant shall provide the following consulting services to the Client: [Detailed Description of Consulting Services, Objectives, and Scope of Work]. This includes, but is not limited to, [List Specific Consulting Activities, e.g., business analysis, process improvement].
• Option B: The Consultant shall perform services as described in Exhibit A attached hereto and incorporated by reference. Any changes to Exhibit A must be agreed upon in writing by both parties.
• Deliverables: The Consultant shall deliver the following deliverables to the Client: [List of Deliverables].
• Milestones: The services shall be completed according to the following milestones: [List of Milestones and Completion Dates].
• Performance Standards: The Consultant shall perform the services in a professional and workmanlike manner, consistent with industry standards and best practices.
• Acceptance Criteria: The Client’s acceptance of the deliverables shall be based on the following criteria: [Detailed Acceptance Criteria].

2. Assumptions and Responsibilities

• Key Assumptions: This Agreement is based on the following assumptions: [List of Key Assumptions, e.g., Client providing timely access to data].
• Client Responsibilities: The Client shall be responsible for: [List Client Responsibilities, e.g., providing access to facilities, documentation, personnel].
• Consultant Personnel: The following Consultant personnel will be assigned to this project: [List Named Consultants]. The Consultant may use subcontractors, subject to Client’s prior written approval. Any replacement of Consultant personnel will be subject to Client's approval, which shall not be unreasonably withheld.
• Licenses/Certifications: Consultant represents that it holds all necessary licenses and certifications required to perform the services in Montana, including [Specific Montana Licenses/Certifications, if applicable].

3. Place of Service and Travel

• Option A: The services shall be performed primarily [Onsite, Remote, or at Third-Party Location].
• Option B: The primary place of service will be [City, Montana].
• Travel: The Consultant [Will / Will Not] be required to travel within or outside Montana. If travel is required, the Client shall reimburse the Consultant for reasonable travel expenses in accordance with Montana Administrative Rules, upon submission of receipts. [Specific Travel Expense Reimbursement Terms]
• Compliance: The Consultant shall comply with all applicable local business, zoning, and professional operation regulations in Montana.

4. Fees and Payment

• Option A: Fixed Fee: The Client shall pay the Consultant a fixed fee of [Dollar Amount] for the services described herein.
• Option B: Hourly Rate: The Client shall pay the Consultant at an hourly rate of [Dollar Amount] per hour.
• Option C: Milestone Billing: The Client shall pay the Consultant according to the following milestone schedule: [Milestone Description and Payment Amount].
• Invoicing: The Consultant shall submit invoices to the Client [Frequency, e.g., monthly]. Invoices shall include a detailed description of the services performed, the hours worked (if applicable), and any reimbursable expenses.
• Payment Terms: Payment is due within [Number] days of the invoice date.
• Montana Sales Tax: [Applicable / Not Applicable]. If applicable, Montana sales tax will be added to each invoice.
• Late Payment: Late payments shall accrue interest at a rate of [Percentage]% per month, or the maximum rate allowed by Montana law, whichever is lower.
• Attorney's Fees: In the event of a dispute, the prevailing party shall be entitled to recover reasonable attorney's fees and costs.

5. Intellectual Property

• Consultant's Pre-Existing IP: The Consultant retains all rights to its pre-existing intellectual property.
• Client-Owned Work Product: All work product created by the Consultant specifically for the Client under this Agreement, excluding the Consultant’s pre-existing IP, shall be owned by the Client.
• Licensing/Transfer: Consultant grants Client a [Perpetual/Limited, Exclusive/Non-Exclusive] license to use Consultant’s pre-existing IP as necessary to use the Client-owned work product. [Specific Licensing or Transfer Provisions].
• Portfolio Rights: The Consultant [May / May Not] use the Client's name and a general description of the services provided for its portfolio and marketing materials, subject to Client's prior written approval.

6. Confidentiality

• Non-Disclosure: Both parties agree to hold each other's confidential information in strict confidence and not to disclose such information to any third party without the other party's prior written consent.
• Confidential Information: Confidential information includes, but is not limited to, proprietary information, financial information, commercial information, trade secrets, and customer lists.
• Montana Client Data Privacy: Consultant will comply with all applicable Montana laws and regulations regarding data privacy, including but not limited to the safeguarding of personal information.
• Data Breach: Consultant shall promptly notify Client of any unauthorized disclosure or data breach involving Client’s confidential information as required by Montana statute.
• Exclusions: This confidentiality obligation shall not apply to information that is publicly available, already known to the receiving party, or required to be disclosed by law.

7. Compliance

• Compliance with Laws: Both parties shall comply with all applicable federal, state, and local laws and regulations.
• Professional Licensure: Consultant represents that it maintains all necessary professional licenses required to perform the services in Montana. [Specific Montana Licenses, if applicable].
• Montana Service Provider Regulations: Consultant will comply with all applicable Montana service provider regulations.
• Anti-Bribery: Both parties shall comply with all applicable anti-bribery laws.
• Anti-Discrimination: Both parties shall comply with all applicable anti-discrimination laws.
• Industry Requirements: Consultant will comply with applicable industry requirements, including [Specific Industry Requirements, e.g., HIPAA for healthcare consulting], if applicable.

8. Performance and Changes

• Standards of Performance: The Consultant shall perform the services in a professional and competent manner, consistent with industry standards.
• Quality Assurance: Consultant shall implement quality assurance procedures to ensure the services meet the agreed-upon specifications. [Specific Quality Assurance Procedures].
• Service Changes: Any changes to the scope of services must be agreed upon in writing by both parties in a written amendment to this Agreement. [Specific procedures for service changes].
• Acceptance of Deliverables: The Client shall notify the Consultant in writing within [Number] days of delivery whether the deliverables are accepted. If the Client does not notify the Consultant within this time, the deliverables shall be deemed accepted. [Procedures for recording acceptance].

9. Limitation of Liability and Insurance

• Limitation of Liability: Consultant’s liability under this agreement is limited to the amount of fees paid by client in the six months prior to a cause of action arising. Neither party shall be liable for consequential, incidental, indirect, or punitive damages.
• Montana Public Policy: This limitation shall not apply to liability arising from gross negligence or willful misconduct, to the extent such limitation is unenforceable under Montana public policy.
• Indemnification: To the extent permitted by Montana law, the Client shall indemnify and hold harmless the Consultant from any and all claims, losses, damages, liabilities, costs, and expenses arising out of or relating to the Client’s breach of this Agreement or the Client’s use of the deliverables.
• Insurance: The Consultant shall maintain the following insurance coverage: [General Liability, Professional Liability, Workers' Compensation (if applicable)] with minimum coverage limits of [Dollar Amount]. The Consultant shall provide the Client with certificates of insurance upon request.

10. Conflict of Interest and Non-Circumvention

• Conflict of Interest: The Consultant shall disclose any potential conflicts of interest to the Client.
• Non-Circumvention: The Client agrees not to circumvent the Consultant and directly engage with any subcontractors or personnel of the Consultant without the Consultant's prior written consent.
• Non-Solicitation/Non-Compete: [Option to Include Non-Solicitation/Non-Compete Clause, subject to Montana law restrictions on non-competes]. Any non-solicitation or non-compete restrictions shall be limited as permitted by Montana law.

11. Notice

• 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, return receipt requested, or sent by reputable overnight courier to the addresses set forth above.
• Addresses for Service: [Specify Addresses for Notices]
• Deemed Received: Notices shall be deemed received [Specify Timeframe, e.g., 3 days after mailing].

12. Force Majeure

• Force Majeure: Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, riots, fire, floods, strikes, or government regulations specific to Montana.
• Montana-Specific Emergencies: The occurrence of a state-declared emergency in Montana will also constitute a force majeure event.

13. Termination

• Termination for Cause: Either party may terminate this Agreement for cause upon [Number] days' written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period.
• Termination for Convenience: The Client may terminate this Agreement for convenience upon [Number] days' written notice to the Consultant.
• Compensation for Completed Services: Upon termination, the Client shall pay the Consultant for all services performed and expenses incurred up to the date of termination.
• Turnover of Materials: Upon termination, the Consultant shall return all Client materials and intellectual property to the Client. [Procedure for Turnover of Materials].

14. Governing Law and Dispute Resolution

• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Montana, without regard to its conflict of laws principles.
• Jurisdiction and Venue: Any legal action arising out of or relating to this Agreement shall be brought in the state courts located in [County Name] County, Montana.
• Dispute Resolution: The parties agree to attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation. If negotiation fails, the parties may agree to mediation. If mediation fails, the parties may agree to arbitration under Montana rules.

15. General Provisions

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.
• Integration: 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.
• Amendment: This Agreement may be amended only by a written instrument signed by both parties.

16. Montana Specific Disclosures

• Consumer Protection: This Agreement is subject to applicable Montana consumer protection laws.
• Business Registration: Consultant represents that it is duly registered to conduct business in the State of Montana.
• Tax Reporting: Consultant is responsible for reporting and paying all applicable Montana taxes.
• Data Security: Consultant agrees to comply with all applicable Montana data security laws and regulations.

17. Authority and Capacity

• Authority: Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement.
• Capacity: Each party represents and warrants that it is legally capable of entering into this Agreement.

18. Representations and Warranties

• Authority: Each party represents and warrants that it has the full power and authority to enter into and perform this Agreement.
• Accuracy of Information: Each party represents and warrants that the information it has provided to the other party is true and accurate.
• Entitlement to Assign Work: Consultant warrants that it is entitled to assign its employees or subcontractors to perform the agreed upon services.
• Compliance: Consultant warrants that it will comply with all applicable Montana statutes and industry regulations in performing the services under this Agreement.

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

[Consultant Company Legal Name]

By: [Consultant Authorized Signature]

Name: [Consultant Printed Name]

Title: [Consultant Title]

[Client Company Legal Name]

By: [Client Authorized Signature]

Name: [Client Printed Name]

Title: [Client Title]