New Hampshire consulting service contract template

New Hampshire Consulting Services Contract

This New Hampshire Consulting Services Contract (the “Agreement”) is made and entered into as of [Date] by and between:

• [Consultant Full Legal Name], with a principal place of business at [Consultant Physical Address], email address [Consultant Email Address], and phone number [Consultant Phone Number] ("Consultant"),

and

• [Client Full Legal Name], with a principal place of business at [Client Physical Address], email address [Client Email Address], and phone number [Client Phone Number] ("Client").

1. Scope of Services

The Consultant agrees to provide the following consulting services to the Client (the "Services"): [Detailed description of the consulting services, including scope, deliverables, timeline, measurable objectives, and a detailed work plan]. Excluded services: [List of excluded services].

• Option A: Needs Assessment Process: [Description of the needs assessment process]

• Option B: Methodology Disclosure: [Description of the consultant's methodology]

2. Independent Contractor Status

The parties agree that the Consultant is an independent contractor and not an employee of the Client. This Agreement does not create an employer-employee relationship, partnership, joint venture, or agency relationship between the parties. Consultant is solely responsible for all federal, state, and local taxes, withholdings, insurance (including workers’ compensation), and other benefits relating to Consultant’s performance of the Services. The Consultant agrees to indemnify and hold harmless the Client from any claims arising out of the Consultant’s status as an independent contractor, including but not limited to claims for misclassification under NH RSA 282-A (Unemployment Compensation Law) and 281-A (Workers’ Compensation Law).

• Option A: Proof of Business Registration: Consultant shall provide proof of business registration with the NH Secretary of State.

• Option B: Professional Liability Insurance: Consultant shall maintain professional liability insurance with coverage of at least [Dollar Amount] per claim and [Dollar Amount] in the aggregate, and shall provide evidence of such insurance to the Client.

3. Service Location

The Services shall be performed:

• Option A: On-site at the Client’s premises located at [Client Physical Address], subject to the following site access rules and procedures: [Description of site access rules and procedures].

• Option B: Remotely from the Consultant’s location.

4. Compensation and Expenses

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

• Option A: Hourly Rate: [Dollar Amount] per hour.

• Option B: Daily Rate: [Dollar Amount] per day.

• Option C: Retainer: [Dollar Amount] per month.

• Option D: Project-Based Fee: [Dollar Amount] for the entire project.

Total estimated compensation: [Dollar Amount].

Payment Schedule: [Description of the payment schedule, including milestones].

Invoicing Procedures: The Consultant shall submit invoices to the Client on a [Frequency, e.g., monthly] basis. Payment is due within [Number] days of receipt of invoice. Late payments shall accrue interest at a rate of [Percentage] per month, or the maximum rate permitted by New Hampshire law, whichever is lower. The Client is responsible for the payment of all applicable state and local taxes, including Business Profits Tax (BPT) and Business Enterprise Tax (BET), if any.

• Travel and Expenses:

• Option A: Client will reimburse pre-approved travel and expenses incurred by Consultant in connection with the Services, in accordance with Client’s standard travel and expense policy.

• Option B: No travel or expenses will be reimbursed.

5. Client Responsibilities

The Client shall provide the Consultant with all information, resources, and personnel reasonably necessary for the Consultant to perform the Services.

6. Acceptance and Deliverables

Acceptance Criteria: The deliverables shall be deemed accepted upon written confirmation from the Client that the deliverables meet the following acceptance criteria: [Description of acceptance criteria, including objectively measurable performance standards].

Deliverable Review Process: The Client shall review each deliverable within [Number] days of receipt and provide the Consultant with written feedback.

7. Confidentiality and Non-Disclosure

The Consultant agrees to hold all Confidential Information of the Client in strict confidence and not to disclose such Confidential Information to any third party without the Client’s prior written consent. "Confidential Information" means any information disclosed by the Client to the Consultant that is not generally known to the public, including but not limited to business plans, financial information, customer lists, and trade secrets as defined in NH RSA 350-B. This obligation of confidentiality shall survive the termination of this Agreement for a period of [Number] years. Exceptions: This clause does not apply to information that is already public knowledge, was rightfully received from a third party, or is required to be disclosed by law.

8. Data Protection and Cybersecurity

The Consultant shall comply with all applicable federal and New Hampshire statutes regarding personally identifiable information, including but not limited to NH RSA 359-C:20 (Notification of Data Security Breach). In the event of a data breach, the Consultant shall promptly notify the Client and take all necessary steps to mitigate the damage.

9. Intellectual Property

All intellectual property created by the Consultant in connection with the Services (the "Work Product") shall be owned by:

• Option A: The Client. The Work Product shall be considered a work made for hire under copyright law.

• Option B: The Consultant. The Client shall have a non-exclusive, perpetual, royalty-free license to use the Work Product for its internal business purposes.

Use of Pre-Existing Materials: [Description of the use of pre-existing materials and any related licenses].

10. Conflict of Interest

The Consultant represents and warrants that it has no conflict of interest that would prevent it from performing the Services under this Agreement. The Consultant shall promptly notify the Client of any potential conflict of interest that may arise during the term of this Agreement.

11. Records Retention and Audit

The Consultant shall maintain accurate records of all work performed and expenses incurred in connection with the Services for a period of [Number] years, in accordance with New Hampshire business record-keeping laws. The Client shall have the right to audit such records upon reasonable notice.

12. Compliance with Laws

The Consultant shall comply with all applicable federal, state, and local laws and regulations in performing the Services, including but not limited to New Hampshire’s data incident notification requirements (RSA 359-C:20).

13. Limitation of Liability

To the maximum extent permitted by New Hampshire law, the Consultant’s liability for any damages arising out of or in connection with this Agreement shall be limited to the amount of fees paid by the Client to the Consultant under this Agreement. Neither party shall be liable for any consequential, incidental, indirect, or punitive damages.

14. Termination

This Agreement may be terminated as follows:

• Option A: For Cause: Either party may terminate this Agreement for cause upon written notice to the other party. Cause shall include a material breach of this Agreement that is not cured within [Number] days of written notice.

• Option B: For Convenience: The Client may terminate this Agreement for convenience upon [Number] days written notice to the Consultant. In the event of termination for convenience, the Client shall pay the Consultant for all Services performed up to the date of termination.

• Data and Property Return: Upon termination, Consultant shall return all client data and property to the Client.

15. Change Orders

Any changes to the scope of Services, compensation, or timeline shall be made in writing and signed by both parties (a "Change Order").

16. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, strikes, and natural disasters, including those covered under New Hampshire's disaster and emergency provisions.

17. Dispute Resolution

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

• Negotiation: The parties shall first attempt to resolve the dispute through good faith negotiation.

• Mediation: If negotiation is unsuccessful, the parties shall attempt to resolve the dispute through mediation under the auspices of the New Hampshire Judicial Branch or the American Arbitration Association.

• Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of New Hampshire, without regard to its conflict of laws principles. The venue for any legal action arising out of or relating to this Agreement shall be the courts of Merrimack County, New Hampshire.

18. Representations and Warranties

Each party represents and warrants that it has the authority to enter into this Agreement and to perform its obligations hereunder. The Consultant further represents and warrants that it has the necessary skills, experience, and qualifications to perform the Services in a professional and competent manner.

19. Background Checks

If the Services require access to sensitive areas or populations, the Consultant shall submit to a background check satisfactory to the Client, in accordance with applicable local law.

20. Notices

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 email to the addresses set forth above.

21. Non-Solicitation and Non-Competition

The Consultant agrees that during the term of this Agreement and for a period of [Number] months after termination, the Consultant will not solicit any employees or clients of the Client. The Consultant agrees not to compete with the Client within a radius of [Number] miles from [Client Physical Address] for a period of [Number] months following the termination of this agreement, to the extent such restrictions are enforceable under New Hampshire law.

22. Assignment and Subcontracting

Neither party may assign this Agreement or subcontract any of its obligations hereunder without the prior written consent of the other party. Any permitted subcontractor shall comply with all applicable New Hampshire licensing and employment laws.

23. Entire Agreement, Amendment, and Waiver

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. No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the waiver is sought to be enforced.

24. Signatures

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

[Consultant Full Legal Name]

By: [Consultant Typed Name]

Title: [Consultant Title]

Date: [Date]

[Client Full Legal Name]

By: [Client Typed Name]

Title: [Client Title]

Date: [Date]