Oregon consulting service contract template

Oregon Consulting Service Contract

This Oregon Consulting Service Contract is made and entered into as of this [Date], by and between:

• [Consultant Full Legal Name], a [State of Formation] [Entity Type], with a principal place of business at [Consultant Business Address], Oregon, and Oregon Corporate Registration Number (if applicable) [Consultant Oregon Corporate Registration Number], hereinafter referred to as "Consultant," and
• [Client Full Legal Name], a [State of Formation] [Entity Type], with a principal place of business at [Client Business Address], Oregon, and Oregon Corporate Registration Number (if applicable) [Client Oregon Corporate Registration Number], hereinafter referred to as "Client."

1. Scope of Services

The Consultant agrees to provide the following consulting services to the Client:

• Option A: [Detailed Description of Services, e.g., research analysis, strategic advice], including the following deliverables: [List of Deliverables].
• Option B: Services as described in [Reference to Attached Document, e.g., Exhibit A - Statement of Work].

Project Objectives: [Description of Project Objectives].

Milestones: [List of Milestones and Completion Dates].

Timelines: [Project Start Date] to [Project End Date].

Expected Outcomes: [Description of Expected Outcomes].

Performance Standards: [Specific Performance Standards].

2. Location of Services and Travel

• Option A: Services will be performed [On-site at Client's Oregon Premises].
• Option B: Services will be performed [Remotely].
• Option C: Services will be performed [Hybrid - Specify On-site/Remote Schedule].

Travel Requirements:

• If travel is required: [Specify Travel Destinations and Frequency].
• Reimbursement for travel expenses shall be in accordance with IRS per diem and mileage rates, as applicable to Oregon. [Specific Travel Reimbursement Procedures].

3. Roles and Responsibilities

Client Responsibilities:

• Required Cooperation: [Specific Examples of Required Cooperation].
• Provision of Information: [Types of Information Client Must Provide].
• Staff Access: [Specific Staff Members and Their Availability].
• Resources: [List of Resources Client Will Provide].

Communication:

• Communication Channels: [Preferred Communication Methods, e.g., email, phone].
• Reporting Frequency: [Frequency of Progress Reports].
• Meeting Schedules: [Schedule of Regular Meetings].

4. Fees and Payment

• Option A: Hourly Rate: [Hourly Rate] per hour.
• Option B: Daily Rate: [Daily Rate] per day.
• Option C: Retainer Fee: [Retainer Fee] per [Time Period, e.g., month].
• Option D: Fixed Fee: [Fixed Fee] for the entire project.

Invoicing:

• Invoicing Cycle: [Frequency of Invoicing, e.g., monthly].
• Payment Due Date: [Number] days from the date of the invoice.
• Late Payment Penalty: [Percentage]% per month on overdue amounts.

Expenses:

• Reimbursement for pre-approved expenses with documentation. [Specify Documentation Requirements].
• Oregon-specific tax obligations: [Specify who is responsible for the collection and remittance of Oregon state and municipal business taxes.]

5. Independent Contractor Status

The parties agree that Consultant is an independent contractor and not an employee of Client. Consultant acknowledges and agrees to the following:

• No employment relationship exists between Client and Consultant, consistent with Oregon Revised Statutes (ORS 670.600).
• Consultant is responsible for all self-employment taxes and any other employment-related taxes.
• Consultant is responsible for obtaining any necessary local business licenses.
• Consultant understands Oregon’s unemployment insurance and workers’ compensation opt-out procedures and is responsible for compliance.
• Consultant retains the right to control the methods and means of performing the work.

6. Intellectual Property

• Option A: Ownership of all deliverables shall transfer to Client upon full payment.
• Option B: Consultant grants Client a [Type of License, e.g., perpetual, non-exclusive] license to use the deliverables.

Restrictions on Reuse: [Specify Restrictions on Consultant's Reuse of Materials].

Pre-existing IP: [Specify any Pre-existing IP owned by Consultant].

Third-Party Content: [Terms for any Open-Source or Third-Party Content].

7. Confidentiality

Both parties agree to hold confidential information in strict confidence.

• Definition of Confidential Information: [Detailed Definition of Confidential Information].
• Exclusions: [Exceptions to Confidential Information].
• Duration of Obligation: [Number] years, surviving termination of this agreement.
• Governed by the Oregon Trade Secrets Act.

8. Data Privacy and Cybersecurity

Compliance with Oregon consumer privacy laws (ORS 646A.600 et seq.).

• [Consultant's Representations Regarding Data Security Practices].
• Requirement for immediate notification of data breaches per Oregon law.

9. Conflicts of Interest

Consultant shall not accept assignments from direct competitors of Client within Oregon during the term of this contract.

• Option A: Non-Solicitation Clause: Consultant agrees not to solicit Client's employees for a period of [Number] years after termination of this agreement.
• Option B: Non-Compete Clause: Enforceable only to the extent permitted by Oregon law (ORS 653.295). [Specify any allowed non-compete terms.]

10. Acceptance of Deliverables

• Review Period: Client shall have [Number] days to review deliverables.
• Reporting Deficiencies: Client shall report any deficiencies to Consultant in writing.
• Consultant's Obligation: Consultant shall correct any deficiencies promptly.
• Consequences of Silence: Client's silence beyond the review period shall constitute acceptance.

11. Quality Assurance and Warranty

Consultant warrants that services will be performed in a professional and workmanlike manner, consistent with Oregon professional standards.

• Option A: Service Level Commitments: [Specify Service Level Commitments].
• Limitations or Exclusions of Warranties: To the extent allowed under Oregon law. [Specific Warranty Limitations].

12. Force Majeure

Neither party shall be liable for delays or failures due to force majeure events, including but not limited to:

• Oregon-relevant examples: wildfires, state emergencies.
• Required Notices: Prompt written notice to the other party.
• Renegotiation or Suspension Rights: [Specify Rights in the Event of Force Majeure].

13. Termination

• Termination for Cause: Material breach, violation of law, failure to pay. [Number] days written notice required.
• Termination for Convenience: [Number] days advance written notice required.

Handling of Fees, Expenses, and Unfinished Deliverables: [Specify Terms].

14. Indemnification

Consultant agrees to indemnify Client against any claims arising from:

• Infringement of intellectual property rights.
• Third-party claims.
• Regulatory violations.
• Limitation of Liability: Consultant's liability shall be limited to the value of fees paid or to statutory Oregon caps where enforceable.

15. Dispute Resolution

• Good Faith Negotiation: Parties agree to attempt to resolve disputes through good faith negotiation.
• Mediation/Arbitration:
  • Option A: Oregon Mediation: Mediation in accordance with the rules of [Mediation Organization].
  • Option B: Oregon Arbitration: Arbitration via the Oregon State Bar Arbitration Service.
• Governing Law and Venue: Oregon law shall govern this agreement. Venue shall be in [Client's Preferred Oregon County] or the courts of Multnomah County, Oregon.

16. Records Retention, Audit, and Inspection

If the project involves Oregon public sector or regulated industries:

• Records Retention: [Specify Record Retention Requirements].
• Audit and Inspection Rights: [Specify Audit and Inspection Rights].
• Compliance with applicable state audit standards.

17. Insurance

Consultant shall maintain insurance coverage for:

• Professional Liability/Errors and Omissions: [Specify Coverage Amount].
• Option A: General Liability: [Specify Coverage Amount].
• Option B: Cyber Liability: [Specify Coverage Amount].
• Coverage should be tailored to Oregon legal minimums or Client’s industry requirements.

18. Compliance with Laws

Consultant shall comply with all applicable Oregon laws, rules, and industry-specific licensing or certification requirements.

19. Client Property

Upon termination of this agreement, Consultant shall return all Client property and documents.

• Data Destruction Procedures: [Specify Data Destruction Procedures to comply with State regulations].

20. Notices

All notices shall be in writing and delivered by:

• Registered mail.
• Email with receipt confirmation.

Recipient Addresses:

• Consultant: [Consultant Business Address], [Consultant Email].
• Client: [Client Business Address], [Client Email].
• Notice Periods: [Specify Notice Periods].

21. Entire Agreement

This agreement constitutes the entire understanding between the parties.

• Amendment: Any amendment must be in writing and signed by both parties.
• Waiver: No waiver of any provision shall be effective unless in writing and signed by the waiving party.

22. Severability and Assignment

• Severability: If any provision of this agreement is held to be invalid, the remaining provisions shall remain in effect.
• Option A: Assignment: This agreement may not be assigned by either party without the written consent of the other party.
• Option B: Subcontracting: [Specify Conditions for Subcontracting].

23. Signatures

IN WITNESS WHEREOF, the parties have executed this Oregon Consulting Service Contract as of the date first written above.

[Consultant Full Legal Name]

By: [Consultant Signature]

Name: [Consultant Printed Name]

Title: [Consultant Title]

Date: [Date]

[Client Full Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]

Date: [Date]

*Optionally, add Oregon notary attestation for high-value or statutory contracts.*