New York consulting service contract template

New York Consulting Services Contract

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

• [Consultant Full Legal Name], a [State] [Entity Type, e.g., corporation] with a principal place of business at [Consultant Business Address] (“Consultant”),

and

• [Client Full Legal Name], a [State] [Entity Type, e.g., corporation] with a principal place of business at [Client Business Address] (“Client”).

Consultant’s Phone: [Consultant Phone]

Consultant’s Email: [Consultant Email]

Client's Phone: [Client Phone]

Client's Email: [Client Email]

1. Scope of Services

The Consultant shall provide the following consulting services to the Client (the “Services”): [Detailed Description of Services, including business problems addressed, project goals, deliverables, methodologies, work plans, and measurable performance indicators tailored to the client’s business sector].

• Option A: Specific Deliverables: The Consultant shall provide the following specific deliverables: [List of Specific Deliverables].

• Option B: General Services: The Consultant shall provide general consulting services related to [Area of Consulting].

2. Project Timeline

The Services shall commence on [Start Date] and are expected to be completed by [End Date].

• Option A: Milestones: The following milestones shall be achieved:

• Milestone 1: [Description of Milestone 1] – Completion Date: [Date]

• Milestone 2: [Description of Milestone 2] – Completion Date: [Date]

• Option B: Phased Deliverables: The project shall be delivered in phases as follows: [Description of Phases and Delivery Dates].

3. Service Location

The Services shall be performed:

• Option A: At Client’s Premises: At the Client’s premises located at [Client Business Address]. The Consultant agrees to comply with all Client security protocols.

• Option B: Offsite: At the Consultant’s offices or remotely.

• Option C: Hybrid: A combination of both at the Client's premises and the Consultant's offices.

4. Client Responsibilities

The Client shall provide the Consultant with the following materials, data, or information necessary for the performance of the Services: [List of Materials, Data, or Information] by [Delivery Dates].

5. Consultant Qualifications

The Consultant represents and warrants that they possess the necessary professional qualifications, licensing (if required by New York law), and expertise to perform the Services. Consultant complies with all applicable New York statutes, regulations, and industry codes of conduct.

6. Compensation

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

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

• Option B: Project-Based Fee: A fixed fee of [Dollar Amount] for the entire project.

• Option C: Retainer: A monthly retainer of [Dollar Amount].

• Rate Schedule: [Detailed Rate Schedule for different services, if applicable]

• Estimated Total Fee Range: [Dollar Amount] - [Dollar Amount]

Reimbursement for approved expenses (e.g., travel within New York, lodging) shall be made in accordance with Client’s expense reimbursement policies. Invoices shall be submitted [Billing Frequency, e.g., monthly] and are due within [Number] days of receipt. Late payments shall accrue interest at a rate of [Percentage]% per month, consistent with New York law. Responsibility for New York state and local taxes rests with [Responsible Party, e.g., Consultant/Client].

7. Independent Contractor Status

The Consultant is an independent contractor and not an employee, agent, or joint venturer of the Client. The Consultant is responsible for all applicable taxes and withholdings. The Consultant is not eligible for any employee benefits from the Client. Compliance with New York’s worker classification laws is required.

8. Intellectual Property

Ownership of intellectual property rights for work product shall be as follows:

• Option A: Client Ownership: All deliverables, documentation, data analysis, and recommendations developed during the engagement shall be owned by the Client.

• Option B: Consultant Ownership: The Consultant retains ownership of certain pre-existing materials and tools used in the performance of the Services. The Client shall have a license to use such materials as part of the deliverables.

Client retains rights to use [Client IP Description] for internal purposes.

9. Confidentiality

The Consultant agrees to maintain the confidentiality of all Client information, including but not limited to [Categories of Information]. This obligation shall continue for [Number] years after the termination of this Agreement, consistent with the New York Uniform Trade Secrets Act where applicable. This excludes information that is publicly available or independently developed. Injunctive relief is available for breach. Compliance with New York data protection laws (e.g., SHIELD Act) is required.

10. Non-Solicitation

During the term of this Agreement and for a period of [Number] months thereafter, neither party shall solicit or hire the other party’s employees or contractors within New York.

11. Compliance with Laws

Both parties agree to comply with all applicable New York and federal laws, including human rights (non-discrimination), anti-bribery, and professional regulations.

12. Change Orders

Any changes to the scope of Services shall be made in writing and signed by both parties. Approval process specific to the Client’s New York operations will be followed.

13. Acceptance Criteria

Deliverables shall be subject to acceptance criteria as follows: [Description of Acceptance Process, including inspection, feedback, rejection, required corrections, and final project acceptance].

14. Termination

This Agreement may be terminated:

• Option A: For Cause: By either party for material breach by the other party, upon [Number] days written notice.

• Option B: For Convenience: By either party for any reason, upon [Number] days written notice.

Upon termination, the Client shall pay the Consultant for all Services performed up to the date of termination.

15. Limitation of Liability

The Consultant’s liability for damages arising out of this Agreement shall be limited to [Dollar Amount], except for fraud, gross negligence, or willful misconduct.

16. Dispute Resolution

Any disputes arising out of this Agreement shall be resolved as follows:

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

• Option B: Mediation/Arbitration: If negotiation fails, the parties shall submit the dispute to mediation/arbitration in New York.

This Agreement shall be governed by the laws of the State of New York. The exclusive venue for any litigation shall be [City/County in New York].

17. Notices

All notices shall be in writing and sent to the addresses listed above. Acceptable formats include in-person, mail, or New York-recognized electronic notice. Notice is effective upon [Effective Date of Notice].

18. Representations and Warranties

Each party represents and warrants that they have the authority to enter into this Agreement and that they are not aware of any conflicts of interest.

19. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, both written and oral. Amendments must be in writing and signed by both parties.

20. Severability

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

21. Assignment

This Agreement may not be assigned by either party without the written consent of the other party.

22. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

23. 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. Electronic signatures are acceptable under the New York Electronic Signatures and Records Act.

24. Insurance

The Consultant shall maintain the following insurance coverage: [Types and Minimum Amounts of Insurance Coverage, e.g., professional liability, general liability]. The Client has the right to request a certificate of insurance.

25. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to a force majeure event, including [New York-Specific Events, e.g., governmental closure, public health emergency]. The affected party shall promptly notify the other party of such event.

26. Audit Rights

The Client shall have the right to review Consultant’s relevant documentation or records for compliance with scope, billing, and New York regulatory requirements.

27. Records Retention

The Consultant shall retain consulting records and workpapers in compliance with applicable New York business or professional standards.

28. Indemnification

The Consultant shall indemnify the Client for third-party claims arising from negligent acts, misrepresentations, or statutory violations, subject to limitations under New York General Obligations Law.

29. Publicity

The Consultant [is/is not] permitted to use the Client’s name, logo, or project information in marketing materials, subject to advance written consent.

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

[Consultant Full Legal Name]

By: [Consultant Name]

Title: [Consultant Title]

[Client Full Legal Name]

By: [Client Name]

Title: [Client Title]