Nevada consulting service contract template

Nevada Consulting Services Agreement

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

[Client Legal Name], a [Client Entity Type] with its principal place of business at [Client Address], [Client City], Nevada [Client Zip Code], and Nevada Business Registration Number [Client Registration Number], (hereinafter referred to as “Client”),

and

[Consultant Legal Name], a [Consultant Entity Type] with its principal place of business at [Consultant Address], [Consultant City], Nevada [Consultant Zip Code], and Nevada Business Registration Number [Consultant Registration Number], (hereinafter referred to as “Consultant”).

1. Consultant Status

Option A: Independent Contractor

Consultant is an independent contractor and not an employee, partner, or joint venturer of Client. Consultant acknowledges that Client will not be responsible for withholding taxes, providing benefits, or making other deductions typically associated with employment, as required by Nevada Revised Statute (NRS) 608.0155. Consultant is solely responsible for all taxes and other payments related to Consultant’s services.

Option B: Employee (If applicable – use with caution and ensure proper employment setup)

Consultant is an employee of Client. All taxes and other payments related to Consultant’s services will be handled according to standard employment practices.

2. Scope of Services

The Consultant will provide the following services to the Client:

[Detailed Description of Consulting Services, including Scope of Work, Deliverables, Milestones with Acceptance Criteria, Methodologies, Performance Standards, Reporting Formats, and Industry-Specific Benchmarks].

Service Location: [Onsite in Nevada/Remote]. If onsite, location is [Specify Location].

Nevada Professional/Occupational License Requirements (if applicable): [List Licenses and Requirements].

3. Client Responsibilities

The Client will:

Cooperate with the Consultant in a timely manner.

Provide the Consultant with all necessary materials and information.

Provide the Consultant with access to facilities and personnel as reasonably required.

Designate a key contact person: [Client Key Contact Name], [Client Key Contact Title], [Client Key Contact Contact Information].

4. Fees and Payment

Option A: Fixed Rate

The Client will pay the Consultant a fixed fee of [Dollar Amount] for the services described in Section 2.

Option B: Hourly Rate

The Client will pay the Consultant an hourly rate of [Dollar Amount] for the services described in Section 2.

Option C: Retainer

The Client will pay the Consultant a retainer fee of [Dollar Amount] per [Time Period, e.g., month].

Invoicing Schedule: [Specify Invoicing Schedule, e.g., monthly, upon completion of milestones].

Payment Due Date: Payments are due within [Number] days of the invoice date.

Late Payment Interest: Late payments will accrue interest at a rate of [Percentage]% per month, as regulated by NRS 99.040.

Sales Tax: [Applicable/Not Applicable]. If applicable, Nevada sales or excise taxes will be added to each invoice, per Nevada Department of Taxation guidance.

5. Expenses

The Client will reimburse the Consultant for reasonable expenses incurred in connection with the services, including: [List Allowable Cost Types, e.g., travel, lodging, meals].

Documentation: All expenses must be documented with receipts.

Per Diem/Travel Policy: [Specify Per Diem or Travel Policy, if any].

6. Intellectual Property

Ownership: The work product created by the Consultant pursuant to this Agreement shall be owned by: [Client/Consultant/Jointly].

Pre-Existing Materials: [Specify Ownership of Pre-Existing Materials].

Licenses: [Specify Licenses Retained].

Transfer Conditions: [Specify Conditions for Transfer of IP].

Background IP: [Specify Treatment of Background IP].

7. Confidentiality

The Consultant agrees to keep confidential all trade secrets and non-public business information of the Client, as defined under NRS Chapter 600A (Nevada Uniform Trade Secrets Act).

Duration: This obligation of confidentiality shall continue for [Number] years after the termination of this Agreement.

Permitted Disclosures: [Specify Permitted Disclosures, if any].

Data Handling Standards: Data handling will comply with Nevada’s data privacy laws (NRS 603A).

8. Compliance

The Consultant shall comply with all applicable local, state, and federal regulations, including industry-specific standards.

The Consultant represents that it holds all required state certifications or licenses for providing the services under this Agreement: [List Certifications/Licenses].

Data Use, Protection, and Breach Notification Procedures: Compliance with Nevada’s laws on personally identifiable information, including compliance with Nevada's unique opt-out provisions for covered operators under NRS 603A.340, if applicable.

9. Non-Solicitation/Non-Compete

Option A: Non-Solicitation (If Required)

During the term of this Agreement and for a period of [Number] years after termination, the Consultant shall not solicit, directly or indirectly, any employee or client of the Client.

Option B: Non-Compete (Use with Extreme Caution and Legal Review - must comply with NRS 613.195)

During the term of this Agreement and for a period of [Number] months after termination, the Consultant shall not engage in any business that is competitive with the business of the Client within [Geographic Area], provided that such restriction is necessary, reasonable, supported by sufficient consideration, and compliant with NRS 613.195.

Option C: No Non-Solicitation or Non-Compete

No non-solicitation or non-compete provisions apply to this agreement.

10. Warranties and Limitations of Liability

Performance Warranties: [Specify any Performance Warranties, if any].

Limitations of Liability:

The Client agrees that the Consultant's liability under this agreement shall be limited to the amount of fees paid by the client to the consultant. Under no circumstances will the consultant be liable for consequential, indirect, special, or punitive damages, except for instances of gross negligence or willful misconduct.

This limitation will be interpreted under Nevada law.

11. Termination

Termination for Cause: Either party may terminate this Agreement for cause, including breach of this Agreement, insolvency, or legal incapacity, upon [Number] days’ written notice.

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

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

Obligations on Termination: Upon termination, the Consultant shall deliver all final deliverables to the Client, and the Client shall pay the Consultant for all services performed up to the date of termination. All confidential information must be returned or destroyed.

12. Dispute Resolution

Negotiation: The parties shall first attempt to resolve any dispute through direct negotiation.

Mediation/Arbitration: If negotiation fails, the parties agree to submit the dispute to [Mediation/Arbitration] in Nevada under the rules of [Reputable Body, e.g., AAA].

Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada. The exclusive jurisdiction and venue for any legal action arising out of this Agreement shall be in the state or federal courts located in Nevada. NRS 52.185 applies, indicating preference for local law and venue.

13. Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement if such failure is caused by a force majeure event, including but not limited to acts of God, war, terrorism, strikes, fire, flood, or other disaster. Notice of such event must be provided within [Number] days.

14. Insurance

The Consultant shall maintain the following insurance coverages:

Professional Liability Insurance: [Minimum Limit].

General Liability Insurance: [Minimum Limit].

15. Representations and Warranties

Both parties represent and warrant that they have the authority to enter into this Agreement and that it does not conflict with any other agreements or Nevada law.

Both parties represent and warrant that they have obtained all required approvals.

Representations are made regarding compliance with all anti-corruption, anti-money laundering, and workplace fairness requirements applicable in Nevada.

16. Amendments

Any amendment to this Agreement must be in writing and signed by both parties.

17. General Provisions

Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.

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

Assignment: This Agreement may not be assigned by either party without the prior written consent of the other party, per Nevada's specific consent requirements under NRS 104.9407 if assignment of rights is contemplated.

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, or sent by email to the addresses specified above.

Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

18. Attachments

[List any attachments, e.g., Business Associate Agreement, Data Processing Addendum]

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

[Client Legal Name]

By: [Client Authorized Name]

Title: [Client Authorized Title]

[Consultant Legal Name]

By: [Consultant Authorized Name]

Title: [Consultant Authorized Title]