North Dakota consulting service contract template

North Dakota Consulting Services Agreement

This Consulting Services Agreement ("Agreement") is made and entered into as of [Date] by and between [Client Legal Name], a [Client Legal Entity Type, e.g., North Dakota corporation] with its principal place of business at [Client Business Address] ("Client"), and [Consultant Legal Name], a [Consultant Legal Entity Type, e.g., North Dakota sole proprietorship] with its principal place of business at [Consultant Business Address] ("Consultant").

1. Services

Option A: Consultant shall provide the following consulting services to Client (the "Services"): [Detailed Description of Services, including Statement of Work, Project Milestones, and Deliverables]. These services will be tailored to North Dakota business practices.

Option B: The Services are further described in Exhibit A attached hereto and incorporated herein by reference. Exhibit A includes a comprehensive statement of work, project milestones and deliverables, timelines, and methods of service delivery (on-site, remote, or hybrid). If the services involve a specific industry (e.g., oil & gas, agriculture, healthcare), compliance with relevant industry-specific regulatory requirements will be maintained.

2. Client Responsibilities

Option A: Client shall provide Consultant with access to all information and resources reasonably necessary for Consultant to perform the Services, including [List Specific Information/Resources]. Client will designate [Client Contact Name and Title] as the primary point of contact for Consultant.

Option B: Client is responsible for collaborating effectively with Consultant. Collaboration benchmarks are detailed in Exhibit B attached hereto. Client warrants that it will provide all requested information in a timely manner.

3. Location of Services

Option A: The Services shall be performed primarily at [Location of Service Performance, e.g., Client's offices in Fargo, ND]. If Services are performed on-site, Consultant will comply with all applicable North Dakota labor laws and safety regulations.

Option B: The Services will be performed remotely.

4. Fees and Payment

Option A: Client shall pay Consultant a fee of [Dollar Amount] for the Services.

Option B: Client shall pay Consultant at an hourly rate of [Dollar Amount] per hour for the Services.

Option C: Client shall pay Consultant according to the milestone-based payment schedule set forth in Exhibit C attached hereto.

Reimbursable expenses, if any, will be capped at [Dollar Amount] and must be pre-approved by Client. Invoices will be submitted [Invoice Frequency, e.g., monthly] and are due within [Number] days of receipt. Payment shall be made via [Acceptable Payment Methods, e.g., check, wire transfer]. All fees are exclusive of North Dakota sales or use tax, if applicable. Interest on late payments will accrue at the maximum rate permitted by North Dakota law (NDCC Title 13-01).

5. Intellectual Property

Option A: All intellectual property created by Consultant in connection with the Services shall be owned by Client. Consultant waives all moral rights to the extent permitted under North Dakota law.

Option B: Consultant shall retain ownership of all pre-existing intellectual property. Client shall own any intellectual property specifically created for Client. Consultant retains the right to use its general knowledge and experience and may use any residuals from the services in its portfolio. All intellectual property rights shall be governed by North Dakota law.

Option C: Exhibit D attached hereto specifies the treatment of intellectual property. This includes the assignment of rights and consultant’s rights to portfolio use.

6. Confidentiality

Option A: Consultant shall maintain the confidentiality of all Client information disclosed to Consultant in connection with the Services for a period of [Number] years, consistent with the North Dakota Uniform Trade Secrets Act.

Option B: This confidentiality obligation does not apply to information that is publicly available, already known to Consultant, or rightfully received from a third party. Pre-existing client information is/is not included.

7. Non-Competition/Non-Solicitation

Option A: During the term of this Agreement and for a period of [Number] months following termination, Consultant shall not compete with Client within a [Geographic Area, e.g., 50-mile radius of Client's principal place of business]. This covenant is enforceable under North Dakota law (NDCC Title 9-08-06).

Option B: During the term of this Agreement and for a period of [Number] months following termination, Consultant shall not solicit Client's employees or customers.

Option C: No non-competition or non-solicitation agreement is included in this contract.

8. Quality Assurance

Option A: Consultant warrants that the Services will be performed in a professional and workmanlike manner. Client will have [Number] days to review deliverables. If Client identifies any deficiencies, Consultant shall promptly correct them.

Option B: Quality assurance standards, approval and acceptance protocol for deliverables are detailed in Exhibit E attached hereto. Procedures for addressing deficiencies or non-conformant work are clearly defined.

9. Changes and Force Majeure

Option A: Any changes to the Services must be agreed upon in writing by both parties. If a force majeure event occurs (e.g., severe weather disruption in North Dakota), the affected party shall promptly notify the other party and the timeline for performance shall be adjusted accordingly.

Option B: Procedures and notice requirements for service changes and handling of unforeseen circumstances are detailed in Exhibit F attached hereto.

10. Termination

Option A: Either party may terminate this Agreement for cause upon [Number] days' written notice. Client may terminate this Agreement without cause upon [Number] days' written notice.

Option B: Upon termination, Client shall pay Consultant for all Services performed up to the date of termination. Consultant shall return all Client property. Post-termination confidentiality obligations shall survive termination. Final payments, transition assistance and post-termination confidentiality are as set forth in Exhibit G attached hereto.

11. Limitation of Liability

Option A: In no event shall either party be liable for consequential damages. Client's liability shall be limited to the amount of fees paid to Consultant under this Agreement.

Option B: Consultant shall maintain professional liability insurance with limits of at least [Dollar Amount] and general liability insurance with limits of at least [Dollar Amount], issued by North Dakota-admitted carriers. Proof of insurance shall be provided to Client upon request. Exhibit H details insurance requirements.

12. Dispute Resolution

Option A: Any disputes arising out of this Agreement shall be resolved through good faith negotiation. If negotiation fails, the parties agree to submit the dispute to mediation in [City, North Dakota]. If mediation fails, the parties agree to binding arbitration in accordance with the North Dakota Arbitration Act.

Option B: The laws of the State of North Dakota shall govern this Agreement. The forum for any legal action shall be the state or federal courts located in [County, North Dakota].

13. Compliance with Laws

Option A: Consultant shall comply with all applicable North Dakota laws and regulations, including business registration, sales and use tax registration, and data privacy regulations (such as the North Dakota Personal Information Protection Act).

Option B: Exhibit I provides further detail of compliance with all relevant North Dakota laws.

14. Independent Contractor Status

Option A: Consultant is an independent contractor and not an employee of Client. Client shall not be responsible for withholding taxes or providing benefits to Consultant, consistent with North Dakota's worker classification statutes (NDCC Title 34-05). Consultant will indemnify Client for any misclassification claims.

Option B: Consultant is responsible for all self-employment taxes.

15. Representations and Warranties

Option A: Consultant represents and warrants that it has the authority to enter into this Agreement and that the Services will be performed in accordance with industry standards.

Option B: Client represents and warrants that it has the authority to engage the Services.

16. Client Property

Option A: Upon completion or termination of this Agreement, Consultant shall return all Client property, data, or documents.

17. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.

18. Amendment

This Agreement may be amended only by a written instrument signed by both parties.

19. Waiver

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

20. 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 shall be accepted.

21. Notices

All notices shall be in writing and delivered by [Delivery Method, e.g., certified mail, email] to the following addresses:

Client: [Client Contact Name, Client Contact Email]

Consultant: [Consultant Contact Name, Consultant Contact Email]

Notice periods are [Number] days.

22. Severability

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

23. Assignment

Neither party may assign this Agreement without the prior written consent of the other party.

24. Survivability

The provisions regarding confidentiality, intellectual property, limitation of liability, and dispute resolution shall survive termination of this Agreement.

25. Language

The language of this contract is English.

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

[Client Legal Name]

By: [Client Authorized Signatory Name]

Title: [Client Authorized Signatory Title]

[Consultant Legal Name]

By: [Consultant Authorized Signatory Name]

Title: [Consultant Authorized Signatory Title]