New Mexico consulting service contract template

New Mexico Consulting Service Contract

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

[Consultant Registered Legal Name], a [State] [Entity Type, e.g., LLC] with its principal place of business at [Consultant Address] and EIN/Tax ID [Consultant EIN/Tax ID] (the "Consultant"),

and

[Client Registered Legal Name], a [State] [Entity Type, e.g., Corporation] with its principal place of business at [Client Address] and EIN/Tax ID [Client EIN/Tax ID] (the "Client").

1. Consulting Services

* Option A: The Consultant shall provide the Client with the following consulting services: [Detailed Description of Services, including project objectives, deliverables, methodology, milestones, timelines, and KPIs].

* Option B: The services to be provided under this Agreement are described in detail in Exhibit A, attached hereto and incorporated herein by reference.

* Option C: The Consultant shall provide [Type of Consulting Services] consulting services to Client.

2. Scope of Work

* Option A: The scope of work shall include [Specific inclusions of the scope of work] and expressly exclude [Specific exclusions of the scope of work].

* Option B: The Consultant will provide the consulting services as detailed in Exhibit B.

* Option C: The Consultant's responsibility is limited to tasks and deliverables specified. Any expansions or modifications to the scope of work will require an amendment to this Agreement.

3. Client Cooperation

* Option A: The Client shall provide the Consultant with reasonable access to its personnel, resources, and information necessary for the Consultant to perform the services.

* Option B: The Client is responsible for [List Client Responsibilities]. Failure to do so may result in delays and additional fees.

* Option C: Delays caused by the Client may result in adjustments to the project timeline, at the Consultant's discretion.

4. Location of Services

* Option A: The services will be performed [On-site at Client's Location/Remotely/Hybrid]. If on-site, the location is [Client Location].

* Option B: Travel within New Mexico may be required. Reimbursement for travel expenses shall be in accordance with New Mexico state regulations, specifically [Citation to Applicable Regulation], and pre-approved by the Client.

* Option C: The location of services may be determined on a per-project basis, upon mutual agreement.

5. Fees and Payment

* Option A: The Client shall pay the Consultant at an hourly rate of [Hourly Rate].

* Option B: The Client shall pay the Consultant a flat fee of [Flat Fee Amount].

* Option C: The Client shall pay the Consultant according to the milestone-based payment schedule outlined in Exhibit C.

* Invoicing Procedures: The Consultant shall submit invoices [Frequency of Invoices, e.g., monthly].

* Payment Terms: The Client shall pay each invoice within [Number] days of receipt (Net [Number]).

* Late Payment Penalties: Late payments shall be subject to a late payment fee of [Percentage]% per month.

* New Mexico Gross Receipts Tax (GRT): [Option 1: Consultant is responsible for collecting and remitting GRT at the applicable rate./ Option 2: Client is responsible for remitting GRT directly to the State of New Mexico./Option 3: GRT is included in the fees and will be handled by the consultant]. The current GRT rate is [Current GRT Rate].

6. Intellectual Property

* Option A: All intellectual property created by the Consultant as a result of the services provided hereunder shall be owned by the Client.

* Option B: The Client shall have a license to use the intellectual property created by the Consultant, but the Consultant shall retain ownership. The specific terms of the license are in Exhibit D.

* Option C: The Consultant retains ownership of its pre-existing know-how and general consulting methodologies.

7. Confidentiality

* Option A: Both parties agree to hold confidential all proprietary and sensitive business information disclosed by the other party.

* Option B: The confidentiality obligations shall survive termination of this Agreement for a period of [Number] years.

* Option C: Allowable disclosures include those required by law, including disclosures protected under New Mexico whistleblower laws. Data storage and destruction practices shall comply with applicable state cybersecurity and privacy requirements.

8. Compliance with Laws

* Option A: The Consultant shall comply with all applicable New Mexico and federal laws and regulations.

* Option B: This includes but is not limited to business registration requirements, anti-corruption statutes, and any industry-specific regulations.

* Option C: Consultant confirms it holds all necessary licenses and permits to operate legally in New Mexico.

9. Conflict of Interest

* Option A: The Consultant shall disclose any potential conflicts of interest to the Client.

* Option B: The Consultant affirms adherence to New Mexico's ethics and anti-bribery statutes.

* Option C: Consultant warrants that its services do not and will not create a conflict of interest.

10. Amendment or Modification

* Option A: This Agreement may be amended or modified only by a written instrument signed by both parties.

* Option B: No modification of this contract shall be enforceable unless agreed to in writing and signed by both parties.

11. Insurance

* Option A: The Consultant shall maintain professional liability insurance with a minimum coverage of [Dollar Amount].

* Option B: The Consultant shall maintain general liability insurance with a minimum coverage of [Dollar Amount].

* Option C: Consultant is responsible for providing proof of insurance upon request.

12. Term and Termination

* Option A: This Agreement shall commence on [Start Date] and continue until [End Date].

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

* Option C: This Agreement may be terminated immediately by either party for cause (breach of contract, insolvency).

* Client Obligation: Upon termination, the Client shall pay the Consultant for all services performed up to the effective date of termination.

13. Remedies and Liability Limits

* Option A: The Consultant's maximum aggregate liability shall be limited to the amount of fees paid by the Client under this Agreement.

* Option B: The Consultant shall not be liable for any indirect or consequential damages.

* Option C: Consultant is not liable for any damages to client caused by force majeure.

14. Dispute Resolution

* Option A: Any disputes arising out of or relating to this Agreement shall be resolved through good faith negotiation.

* Option B: If negotiation fails, the parties agree to participate in voluntary mediation or binding arbitration in [City, New Mexico].

* Option C: This Agreement shall be governed by and construed in accordance with the laws of the State of New Mexico. Venue for any legal action shall be in [County] County, New Mexico.

15. Force Majeure

* Option A: Neither party shall be liable for delays or failures in performance caused by events beyond their reasonable control, including acts of God, war, terrorism, or natural disasters.

* Option B: The affected party shall provide prompt notice to the other party and shall use reasonable efforts to resume performance.

* Option C: Force Majeure events shall be defined in accordance with applicable New Mexico disaster/emergency statutes.

16. Assignment and Subcontracting

* Option A: Neither party may assign this Agreement without the prior written consent of the other party.

* Option B: The Consultant may subcontract portions of the services with the Client's written consent.

* Option C: Any subcontractors must meet all the requirements of this contract and licensure standards.

17. Notices

* Option A: All notices shall be in writing and sent to the addresses listed above.

* Option B: Notices shall be deemed effective upon receipt, if sent by certified mail or email with receipt confirmation.

* Option C: The New Mexico address for service of process is [Address].

18. Independent Contractor

* Option A: The Consultant is an independent contractor and not an employee or agent of the Client.

* Option B: The Consultant is responsible for all tax withholdings and employment taxes.

* Option C: Consultant is responsible for compliance with New Mexico workers’ compensation and unemployment rules if hiring staff.

19. Licenses and Registrations

* Option A: The Consultant possesses all required business licenses, professional registrations, and sector certifications under New Mexico law to provide the services described herein.

* Option B: Consultant's License Number is [License Number].

20. Representations and Warranties

* Option A: The Consultant warrants that the services will comply with all applicable laws and be performed in a professional manner consistent with industry standards in New Mexico.

* Option B: The Consultant represents that it is not debarred or legally restricted from working in the State of New Mexico.

21. Severability

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

22. Entire Agreement

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

23. Non-Waiver

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. Headings, Exhibits, and Schedules

* All headings are for convenience only and do not affect the interpretation of this Agreement.

* Exhibits and schedules are attached and incorporated herein by reference.

25. ADA Compliance

If working with public entities or covered sectors in New Mexico, the parties agree to comply with the Americans with Disabilities Act (ADA).

26. Additional Terms (Optional)

* Performance Guarantees: [Describe any performance guarantees offered by the consultant].

* Non-Solicitation of Employees: [Include a non-solicitation clause if desired].

* Compliance with Local/Tribal Regulations: [Address compliance with any applicable local or tribal regulations].

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

[Consultant Registered Legal Name]

By: [Consultant Name]

Title: [Consultant Title]

[Client Registered Legal Name]

By: [Client Name]

Title: [Client Title]

Exhibits:

* Exhibit A: Description of Services

* Exhibit B: Scope of Work

* Exhibit C: Payment Schedule

* Exhibit D: Intellectual Property License (if applicable)