Pennsylvania consulting service contract template

Pennsylvania Consulting Services Agreement

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

• [Consultant Legal Name], a [State of Incorporation/Formation] [Entity Type, e.g., corporation, LLC] with its principal place of business at [Consultant Address, including city and state in Pennsylvania] ("Consultant"), and
• [Client Legal Name], a [State of Incorporation/Formation] [Entity Type, e.g., corporation, LLC] with its principal place of business at [Client Address, including city and state in Pennsylvania] ("Client").

1. Scope of Services

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

• Option A: [Description of Services, e.g., Business Strategy Consulting]. The Consultant will provide services related to [Detailed description of services].
• Option B: [Description of Services, e.g., Technology Consulting]. The Consultant will provide services related to [Detailed description of services].
• The Consultant shall perform the services in a professional and workmanlike manner consistent with industry standards applicable in Pennsylvania.
• Deliverables: The Consultant will provide the following deliverables: [List of Deliverables, e.g., a written report, a presentation, a software prototype] by [Date or Milestone Description].
• Performance Standards: The Consultant's performance will be evaluated based on the following standards: [List of Performance Standards, e.g., Accuracy, Timeliness, Client Satisfaction].

2. Consultant Qualifications and Regulatory Compliance

• The Consultant represents and warrants that it possesses the necessary skills, knowledge, and experience to perform the services outlined in this Agreement.
• Option A: The Consultant holds the following licenses or certifications relevant to the services being provided in Pennsylvania: [List Licenses and Certifications].
• Option B: No specific licenses or certifications are required for the services being provided under Pennsylvania law.
• The Consultant will comply with all applicable federal, state (Pennsylvania), and local laws and regulations in the performance of its services.

3. Consulting Methods and Work Location

• Option A: The Consultant will perform the services primarily at the Client's location at [Client Address in Pennsylvania].
• Option B: The Consultant will perform the services remotely.
• Option C: The Consultant will perform the services through a hybrid model, spending approximately [Percentage]% of time at the Client's location and [Percentage]% remotely.
• Travel: If travel is required, the Client will reimburse the Consultant for reasonable travel expenses in accordance with Pennsylvania state rates (if applicable to Client's expense policies), provided that such expenses are pre-approved by the Client in writing. [Specify pre-approval method, e.g., email, signed form].

4. Compensation and Payment

• Option A: The Client will pay the Consultant an hourly rate of [Dollar Amount] per hour for services rendered.
• Option B: The Client will pay the Consultant a fixed fee of [Dollar Amount] for the completion of the services outlined in Section 1.
• Option C: The Client will pay the Consultant a retainer of [Dollar Amount] per [Month/Quarter], which will be credited against hourly fees or project fees.
• Invoices: The Consultant will submit invoices to the Client [Frequency, e.g., monthly, upon completion of milestones].
• Payment Terms: The Client will pay all invoices within [Number] days of receipt.
• Late Payment: Late payments will accrue interest at a rate of [Percentage]% per month, or the maximum rate permitted by Pennsylvania law, whichever is lower.
• Expenses: The Client will reimburse the Consultant for reasonable out-of-pocket expenses, pre-approved in writing, including [List of Reimbursable Expenses, e.g., Travel, Printing].
• Sales/Use Tax: [Specify if Consulting Services are subject to Pennsylvania Sales/Use Tax. If exempt, specify exemption.]

5. Documentation and Audit

• The Consultant will maintain accurate records of time spent and work performed.
• Option A: For certain regulated industries in Pennsylvania, the Client retains the right to audit the Consultant's records related to the services provided under this Agreement, subject to reasonable notice and confidentiality obligations.
• Option B: No audit rights are granted to the client.

6. Client Obligations

• The Client will provide the Consultant with timely access to information, personnel, and resources necessary to perform the services.
• The Client will designate a primary contact person: [Name of Client Contact Person], [Title], [Contact Information].
• The Client will provide a collaborative environment for the Consultant to effectively perform services.

7. Intellectual Property

• Option A: The Consultant retains all rights to pre-existing intellectual property. Any new intellectual property created as a result of the services performed under this Agreement will be owned by the Client as a work-for-hire, as defined under Pennsylvania law.
• Option B: The Consultant retains ownership of all intellectual property created as a result of the services performed under this Agreement, subject to a license granted to the Client to use the deliverables for its internal business purposes.
• Portfolio Use: The Consultant may use the Client's project as part of its portfolio or for marketing purposes, subject to the Client's prior written consent and confidentiality obligations.

8. Confidentiality and Data Protection

• The Consultant agrees to hold all Client information in confidence and not disclose it to any third party without the Client's prior written consent, as required under Pennsylvania's Uniform Trade Secrets Act.
• Definition of Confidential Information: [Define what constitutes Confidential Information. Examples: financial data, customer lists, business strategies].
• Permitted Disclosures: The Consultant may disclose Confidential Information if required by law, provided that the Consultant provides the Client with prompt notice of such requirement.
• Data Protection: The Consultant will comply with Pennsylvania's Data Breach Notification Law and any other applicable data privacy laws and regulations.
• Upon termination of this Agreement, the Consultant will return or destroy all Confidential Information, at the Client's option.

9. Non-Competition and Non-Solicitation

• Option A: During the term of this Agreement and for a period of [Number] months following termination, the Consultant will not, directly or indirectly, compete with the Client within a radius of [Number] miles of the Client's principal place of business in Pennsylvania.
• Option B: During the term of this Agreement and for a period of [Number] months following termination, the Consultant will not solicit the Client's employees or customers.
• These restrictions are narrowly tailored to protect the Client's legitimate business interests and are enforceable under Pennsylvania law.

10. Warranties and Representations

• The Consultant warrants that it has the authority to enter into this Agreement and perform the services outlined herein.
• The Client warrants that it has the authority to enter into this Agreement and provide the Consultant with access to necessary resources.
• The Consultant warrants its compliance with Pennsylvania and Federal laws

11. Limitation of Liability

• To the fullest extent permitted by Pennsylvania law, the Consultant's liability for any damages arising out of or related to this Agreement shall be limited to the amount of fees paid by the Client to the Consultant under this Agreement.
• Neither party shall be liable for any consequential, incidental, indirect, or special damages.
• Insurance: The Consultant will maintain professional liability insurance with coverage of at least [Dollar Amount]. Consultant will provide a certificate of insurance evidencing such coverage upon request.

12. Change Management

• Any changes to the scope of services or other terms of this Agreement must be in writing and signed by both parties.

13. Acceptance of Deliverables

• The Client will have [Number] days to review and accept deliverables.
• Acceptance Criteria: [List Objective Acceptance Criteria].
• If the Client rejects a deliverable, the Client must provide the Consultant with a written explanation of the reasons for rejection.

14. Termination

• Option A: Either party may terminate this Agreement for material breach, provided that the breaching party is given [Number] days' written notice to cure the breach.
• Option B: The Client may terminate this Agreement for convenience upon [Number] days' written notice to the Consultant.
• Effects of Termination: Upon termination, the Consultant will be entitled to payment for services performed up to the date of termination. The Consultant will return all Client property and Confidential Information.
• Early Termination Fee: If the Client terminates this agreement for convenience prior to [Date], the client will pay a termination fee of [Dollar Amount].

15. Force Majeure

• Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, war, natural disasters, or government action, as recognized under Pennsylvania law.
• The affected party must provide prompt notice to the other party of the force majeure event.

16. Dispute Resolution

• The parties will attempt to resolve any disputes arising out of or related to this Agreement through good faith negotiation.
• If negotiation fails, the parties will attempt to resolve the dispute through mediation in [City, Pennsylvania].
• If mediation fails, the dispute will be resolved by binding arbitration in accordance with the rules of the American Arbitration Association, with the venue in [City, Pennsylvania].
• This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania, without regard to its conflict of laws principles.
• [Optional: Jury Trial Waiver] The parties hereby waive their right to a jury trial in any legal proceeding arising out of or relating to this Agreement.

17. Compliance with Laws

• The Consultant will comply with all applicable federal, state (Pennsylvania), and local laws and regulations.
• [If applicable: Reference to Pennsylvania-specific compliance, anti-bribery, or consumer protection regulations.]

18. Notice

• All notices under this Agreement must be in writing and delivered by [Permitted Delivery Methods, e.g., certified mail, email] to the addresses set forth in the introductory paragraph of this Agreement.
• Notices are deemed received [Specify deemed receipt standards, e.g., upon delivery if by certified mail, one business day after sending if by email].

19. Remote Work and Data Storage

• If remote work or data storage is involved, the Consultant will ensure that all data is stored and processed in compliance with Pennsylvania and U.S. data privacy laws.
• [If applicable: Address data residency requirements and acceptability of out-of-state cloud providers.]

20. Conflict of Interest

• The Consultant will disclose any potential conflicts of interest to the Client promptly.
• [If applicable: Reference to Pennsylvania ethics or procurement codes for government contracts.]

21. Signatures and Execution

• 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 permitted and have the same force and effect as original signatures under the Pennsylvania Electronic Transactions Act.

22. Entire Agreement and Amendment

• This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Any amendment to this Agreement must be in writing and signed by both parties, as required by Pennsylvania's Statute of Frauds.

23. Exhibits and Schedules

• The following exhibits and schedules are attached to and incorporated into this Agreement:
  • Exhibit A: [Description of Exhibit]
  • Schedule B: [Description of Schedule]

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

[Consultant Legal Name]

By: [Signature of Consultant]

Name: [Printed Name of Consultant]

Title: [Title of Consultant]

[Client Legal Name]

By: [Signature of Client]

Name: [Printed Name of Client]

Title: [Title of Client]