Oklahoma consulting service contract template

Oklahoma Consulting Service Contract

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

• [Consultant Full Legal Name], with a business address at [Consultant Business Address], phone number [Consultant Phone Number], and authorized representative [Consultant Authorized Representative Name] ("Consultant"), and
• [Client Full Legal Name], with a business address at [Client Business Address], phone number [Client Phone Number], and authorized representative [Client Authorized Representative Name] ("Client").

1. Scope of Services

• Option A: The Consultant will provide the following consulting services to the Client: [Detailed Description of Consulting Services, including purpose, objectives, deliverables, methodologies, work phases, and reporting requirements]. Exclusions: [List of Excluded Services].
• Option B: The Consultant will perform the services as outlined in Exhibit A, attached hereto and incorporated herein by reference. Any changes to the scope of services must be mutually agreed upon in writing.

2. Key Personnel

• Option A: The Consultant will assign the following key personnel to this project: [Name and Role of Key Personnel]. Qualifications required: [Specific Qualifications in line with Oklahoma Professional Practice Standards]. The Client has the right to approve any changes to key personnel.
• Option B: The Consultant retains the right to determine the personnel assigned to this project, ensuring that all personnel meet the necessary qualifications and expertise to perform the services.

3. Location of Services

• Option A: The services will be performed on-site at the Client's location at [Client Location Address]. The Consultant will comply with all Client's on-site safety and security policies.
• Option B: The services will be performed remotely.
• Option C: Services will be performed both on-site at the Client's location at [Client Location Address] and remotely, as required by the project. Travel expenses will be reimbursed in accordance with Oklahoma standards, as detailed in Section 4 below. Consultant will comply with all Client's on-site safety and security policies.

4. Payment

• Option A: Fixed Fee: The Client will pay the Consultant a fixed fee of [Dollar Amount] for the services described in Section 1.
  • Payment Schedule: [Detailed Payment Schedule, including milestones or triggers].
• Option B: Hourly Rate: The Client will pay the Consultant an hourly rate of [Dollar Amount] for the services described in Section 1.
  • The Consultant will submit invoices on a [Frequency, e.g., Monthly] basis, detailing the hours worked and a description of the services performed.
• Option C: Retainer: The Client will pay the Consultant a monthly retainer fee of [Dollar Amount].
  • Additional services beyond the scope of the retainer will be billed at an hourly rate of [Dollar Amount].
• Expense Reimbursement: The Client will reimburse the Consultant for reasonable and necessary expenses incurred in connection with the services, including travel, lodging, and meals, in accordance with Oklahoma standards and as pre-approved by the Client in writing.
• Oklahoma Sales Tax: Applicable Oklahoma sales, use, or gross receipts taxes will be added to all invoices, where required by law.

5. Timeline

• Option A: The project will commence on [Start Date] and be completed by [End Date].
  • Deliverable Deadlines: [List of Deliverables and Deadlines].
• Option B: The timeline for project activities and deliverable deadlines are outlined in Exhibit B, attached hereto and incorporated herein by reference.
• Schedule Adjustments: Any adjustments to the timeline must be mutually agreed upon in writing. Delays due to unforeseen circumstances will be addressed in accordance with Section 14 (Force Majeure).

6. Performance and Acceptance

• The Consultant will perform the services in a professional and workmanlike manner, consistent with industry standards.
• Acceptance Criteria: The Client will have [Number] days to review and accept each deliverable. The acceptance criteria are as follows: [Detailed Acceptance Criteria].
• Deficiencies: If a deliverable does not meet the acceptance criteria, the Client will notify the Consultant in writing, detailing the deficiencies. The Consultant will have [Number] days to correct the deficiencies.

7. Confidentiality

• Both parties agree to hold confidential all proprietary and trade secret information of the other party, as defined by Oklahoma’s Uniform Trade Secrets Act.
  • This obligation will continue for [Number] years after the termination of this Agreement.
  • Exceptions: This obligation does not apply to information that is publicly available, already known to the receiving party, or required to be disclosed by law.
  • Compelled Legal Disclosures: If a party is compelled to disclose confidential information by law, it will provide the other party with prompt notice, if legally permissible, to allow the other party to seek a protective order.

8. Intellectual Property

• Option A: The Client will own all intellectual property rights in the work product created by the Consultant under this Agreement.
• Option B: The Consultant will retain ownership of all intellectual property rights in the work product created under this Agreement. The Client will have a non-exclusive license to use the work product for [Specific Purpose].
• Pre-Existing Materials: The Consultant retains all rights to pre-existing materials used in connection with the services.
• Oklahoma IP Statutes: This section is subject to applicable Oklahoma intellectual property statutes.

9. Non-Solicitation/Non-Compete

• Option A: Non-Solicitation: During the term of this Agreement and for [Number] years thereafter, the Client will not solicit, hire, or attempt to solicit or hire any employee or contractor of the Consultant.
• Option B: Non-Compete: During the term of this Agreement and for [Number] months thereafter, the Consultant will not provide similar services to any competitor of the Client within [Geographic Area], subject to Oklahoma law restrictions on non-compete agreements.
• Option C: No Non-Solicitation/Non-Compete.

10. Representations and Warranties

• The Consultant represents and warrants that it is duly licensed and qualified to perform the services described in this Agreement and will comply with all applicable Oklahoma laws.
• The Consultant warrants that the services will be performed in a professional and workmanlike manner.
• The Consultant warrants that it has no conflicts of interest that would impair its ability to perform the services.

11. Insurance

• The Consultant will maintain the following insurance coverage:
  • General Liability: [Dollar Amount] per occurrence.
  • Professional Liability/Errors & Omissions: [Dollar Amount] per claim.
• The Consultant will provide the Client with certificates of insurance upon request.

12. Termination

• Option A: For Cause: Either party may terminate this Agreement for cause upon [Number] days written notice. Cause includes, but is not limited to, material breach of this Agreement, non-payment, or service non-performance.
• Option B: For Convenience: The Client may terminate this Agreement for convenience upon [Number] days written notice.
• Option C: Mutual Agreement: This Agreement may be terminated by mutual written agreement of the parties.
• Notice and Cure: If a party is in breach of this Agreement, the other party must provide written notice of the breach and allow [Number] days to cure the breach.
• Transition Assistance: Upon termination, the Consultant will provide reasonable transition assistance to the Client, including providing documentation and returning data.

13. Limitation of Liability

• Neither party will be liable for any indirect, consequential, or punitive damages arising out of or in connection with this Agreement, subject to Oklahoma statutes.
• The Consultant's liability under this Agreement will be limited to the amount of fees paid by the Client to the Consultant.

14. Force Majeure

Neither party will be liable for any delay or failure to perform its obligations under this Agreement due to force majeure events, including acts of God, war, terrorism, natural disasters, or other events beyond its reasonable control, as defined by Oklahoma courts.

15. Dispute Resolution

• The parties agree to attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.
• If negotiation is unsuccessful, the parties agree to submit the dispute to non-binding mediation in [City, Oklahoma].
• Controlling Law: This Agreement will be governed by and construed in accordance with the laws of the State of Oklahoma.
• Venue: Any legal action arising out of or relating to this Agreement will be brought in the state or federal courts located in [County, Oklahoma].

16. Notices

• All notices under this Agreement must be in writing and delivered by:
  • Certified mail, return receipt requested.
  • Email (with confirmation of receipt).
  • In-person delivery.
• Notices to the Consultant must be sent to [Consultant Business Address] and [Consultant Email Address].
• Notices to the Client must be sent to [Client Business Address] and [Client Email Address].

17. Amendments

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

18. Exhibits

• The following exhibits are attached to and incorporated into this Agreement:
  • Exhibit A: [Description of Exhibit A, e.g., Scope of Services]
  • Exhibit B: [Description of Exhibit B, e.g., Project Timeline]

19. Severability

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, consistent with Oklahoma contract law.

20. Assignment

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

21. Entire Agreement

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.

22. Compliance with Oklahoma Law

The Consultant will comply with all applicable Oklahoma consumer protection, anti-fraud, and professional disclosure requirements. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. [Consultant Full Legal Name] By: [Consultant Authorized Representative Name] Title: [Consultant Authorized Representative Title] [Client Full Legal Name] By: [Client Authorized Representative Name] Title: [Client Authorized Representative Title]