Ohio consulting service contract template

Ohio Consulting Service Contract

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

• [Consultant Full Legal Name], a [State of Formation] [Entity Type, e.g., corporation] with its principal place of business at [Consultant Business Address] (the “Consultant”), and having the following contact information: email: [Consultant Email], phone number: [Consultant Phone Number],
• and
• [Client Full Legal Name], a [State of Formation] [Entity Type, e.g., corporation] with its principal place of business at [Client Business Address] (the “Client”), and having the following contact information: email: [Client Email], phone number: [Client Phone Number].

1. Scope of Services

The Consultant shall provide the following consulting services to the Client (the “Services”):

• Option A: Detailed description of services, deliverables, work phases, project goals, and methods: [Description of Services].
• Option B: The Services shall include, but not be limited to: [Alternative Description of Services].
  • Specific Deliverables:
    • Deliverable 1: [Description of Deliverable 1]
    • Deliverable 2: [Description of Deliverable 2]
  • Project Milestones:
    • Milestone 1: [Description of Milestone 1], due [Date]
    • Milestone 2: [Description of Milestone 2], due [Date]
  • Method of Rendering Services:
    • Option A: In-person at the Client’s Ohio business site.
    • Option B: Remotely.
    • Option C: Hybrid (specify details: [Description of Hybrid Arrangement]).

2. Client Obligations

The Client shall provide the following to the Consultant to enable performance of the Services:

• Option A: Materials, data, and access to personnel as reasonably requested by the Consultant: [List of Materials, Data, and Access].
• Option B: Client shall ensure that the Consultant has access to [Specific Systems or Information] necessary to provide the services.
• Data Handling Protocol: The Consultant agrees to handle Client data in accordance with Ohio data privacy and cybersecurity statutes and industry standards, including [Specific Compliance Standards].

3. Timeline and Schedule

The Consultant shall perform the Services according to the following timeline and schedule:

• Option A: Start Date: [Date], End Date: [Date].
• Option B: The Services will be performed according to the following schedule: [Detailed Schedule Description].
• Consultant's Availability: [Consultant's Working Hours].
• Turnaround Time for Client Feedback: [Number] business days.
• Progress Reporting Frequency: [Frequency, e.g., Weekly, Bi-weekly].

4. Fees and Payment

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

• Option A: Fixed Project Fee: [Dollar Amount].
• Option B: Hourly Rate: [Dollar Amount] per hour, with a minimum of [Number] hours and a maximum of [Number] hours.
• Option C: Retainer: [Dollar Amount] per [Time Period, e.g., month].
• Phased Payments:
  • Payment 1: [Dollar Amount] upon execution of this Agreement.
  • Payment 2: [Dollar Amount] upon completion of Milestone 1.
• Ohio Sales Tax: [Applicable/Not Applicable]. If applicable, the sales tax rate is [Percentage].
• Payment Method: [Method of Payment, e.g., Check, Wire Transfer].
• Payment Schedule: Payments are due within [Number] days of invoice date.
• Late Payment Interest: Interest will accrue on late payments at a rate of [Percentage] per month, as permitted under Ohio law.

5. Intellectual Property

• Option A: Ownership of Work Product: All intellectual property created by the Consultant in the performance of the Services shall be owned by the Client.
• Option B: Consultant Ownership, Client License: Consultant retains ownership of the work product. Client is granted a non-exclusive license to use such work product.
• Rights to Pre-existing IP: Each party retains ownership of its pre-existing intellectual property.
• Consultant Portfolio Use: Consultant is [Permitted/Not Permitted] to use the work product in its portfolio, subject to client confidentiality.

6. Confidentiality

• Obligations: Both parties agree to keep confidential all proprietary business, personal, or technical information obtained during the consulting engagement.
• Standard of Care: Reasonable care to prevent disclosure.
• Duration: [Number] years after termination of this Agreement.
• Permitted Disclosures: Disclosures required by Ohio law, including responses to legal process.

7. Non-Competition/Non-Solicitation

• Option A: Non-Compete: During the term of this Agreement and for [Number] months thereafter, the Consultant shall not engage in any business that is directly competitive with the Client's business within [Geographic Area], subject to Ohio Revised Code requirements.
• Option B: Non-Solicitation: During the term of this Agreement and for [Number] months thereafter, the Consultant shall not solicit the Client's employees or customers.
• Option C: No Restriction: No non-compete or non-solicitation restrictions apply.

8. Compliance with Laws

The Consultant shall comply with all applicable Ohio laws and regulations relevant to the Services, including but not limited to the Ohio Deceptive Trade Practices Act.

9. Insurance

The Consultant shall maintain professional liability (errors and omissions) insurance with minimum coverage limits of [Dollar Amount]. Consultant shall provide Client with certificates of insurance upon request.

10. Indemnification

Each party shall indemnify and hold harmless the other party from claims arising from negligence, misrepresentation, breaches of confidentiality, or infringement of third-party rights. This indemnification is subject to Ohio statutes and case law.

11. Dispute Resolution

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

• Negotiation: The parties shall first attempt to resolve the dispute through direct negotiation.
• Mediation: If negotiation fails, the parties shall attempt to resolve the dispute through mediation with a mediator located in [County Name], Ohio.
• Arbitration: If mediation fails, the dispute shall be resolved by binding arbitration in [City Name], Ohio, in accordance with the rules of 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 Ohio. The venue for any litigation shall be in [County Name] County, Ohio.

12. 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, public health orders, weather, or government actions, including Ohio-specific state of emergency rules.

13. Termination

• Option A: For Cause: Either party may terminate this Agreement for cause upon [Number] days' written notice. Cause includes material breach or nonpayment.
• Option B: For Convenience: The Client may terminate this Agreement for convenience upon [Number] days' written notice.
• Payment Upon Termination: Upon termination, the Client shall pay the Consultant for all Services rendered through the termination date.

14. Limitation of Liability

The Consultant's liability for any claims arising out of or relating to this Agreement shall be limited to the amount of fees paid by the Client to the Consultant under this Agreement, except for claims arising from willful misconduct or gross negligence.

15. Consumer Sales Practices Act/Business Opportunity Plans Laws

This section applies if the Client is a qualifying small business or non-profit: Compliance with the Ohio Consumer Sales Practices Act or the Ohio Business Opportunity Plans Laws: [Applicable/Not Applicable].

16. Records Retention and Audit Rights

If applicable, the Consultant shall comply with requirements for records retention, audit rights, and access to workpapers or research under Ohio state agency or government contracts: [Applicable/Not Applicable].

17. Deliverable Handover and Acceptance

• Deliverable Handover Procedures: [Description of Deliverable Handover Procedures].
• Acceptance Process: [Description of Acceptance Process].
• Client Feedback Timelines: [Number] days.
• Correction of Defective Deliverables: [Description of Correction Process].

18. Amendment

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

19. Notices

All legal notices shall be delivered by [Delivery Method, e.g., certified mail] and shall be deemed received [Number] days after mailing.

20. Electronic Signatures

This Agreement may be executed in counterparts, including by electronic signature, in accordance with Ohio Revised Code Chapter 1306.

21. Assignment and Subcontracting

Assignment or subcontracting is [Permitted/Not Permitted] subject to written consent.

22. Anti-Discrimination

The Consultant shall comply with all applicable anti-discrimination and equal opportunity laws.

23. Severability

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

24. Entire Agreement

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

25. Good Standing and Licenses

The Consultant represents that it is in good standing with the Ohio Secretary of State and possesses all necessary local business licenses and professional certifications needed for the Services.

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

[Consultant Full Legal Name]

By: [Consultant Signature Block]

Name: [Consultant Printed Name]

Title: [Consultant Title]

[Client Full Legal Name]

By: [Client Signature Block]

Name: [Client Printed Name]

Title: [Client Title]