Rhode Island consulting service contract template

Rhode Island Consulting Services Contract

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

• [Consultant Legal Name], a [Consultant Entity Type, e.g., Rhode Island corporation] with its principal place of business at [Consultant Address], Rhode Island, and with Rhode Island business registration number (if applicable) [Consultant Registration Number] (the "Consultant"), and
• [Client Legal Name], a [Client Entity Type, e.g., Rhode Island corporation] with its principal place of business at [Client Address], Rhode Island, and with Rhode Island business registration number (if applicable) [Client Registration Number] (the "Client").

1. Consulting Services

• The Consultant shall provide the following consulting services to the Client (the "Services"):
  • Option A: [Description of Services, e.g., Management Consulting Services related to Operational Efficiency]
  • Option B: [Description of Services, e.g., IT Consulting Services for System Integration]
  • Option C: [Description of Services, e.g., Strategic Consulting for Market Entry in Rhode Island]
• The Consultant will perform the Services as described in the attached Statement of Work (Exhibit A), which includes:
  • Defined Objectives: [List of Objectives]
  • Deliverables: [List of Deliverables]
  • Detailed Work Plan: [Description of the Work Plan]
  • Timelines and Key Milestones: [List of Timelines and Milestones]

2. Location of Services

• The Services shall be performed at the following location(s):
  • Option A: Client’s premises located at [Client Address], Rhode Island.
  • Option B: Consultant’s premises located at [Consultant Address], Rhode Island.
  • Option C: Remotely.
  • Option D: A hybrid arrangement of on-site and remote work, as reasonably determined by the Client.
• Travel:
  • Option A: The Services require travel within Rhode Island. Travel expenses will be reimbursed according to Section 4.
  • Option B: The Services require travel outside Rhode Island. Travel expenses will be reimbursed according to Section 4.
  • Option C: The Services do not require travel.

3. Client Obligations

• The Client shall provide the Consultant with:
  • Access to Facilities: [Description of Facilities]
  • Access to Personnel: [List of Personnel and Titles]
  • Access to Information: [List of Information]
  • Access to Proprietary Materials: [Description of Materials]
  • Access to Technology: [Description of Technology]
• Deadlines and Cooperation: The Client will cooperate in a timely manner to ensure the project progresses according to the timelines in Exhibit A. Specific deadlines include: [List of Deadlines].

4. Fees and Payment

• The Client shall pay the Consultant for the Services as follows:
  • Option A: Fixed Fee: A fixed fee of [Dollar Amount] payable according to the following schedule: [Payment Schedule].
  • Option B: Hourly Rate: An hourly rate of [Dollar Amount] per hour, payable monthly upon submission of invoices.
  • Option C: Retainer: A monthly retainer of [Dollar Amount], plus additional hourly fees at [Dollar Amount] per hour for work exceeding [Number] hours per month.
• Invoicing: The Consultant shall submit invoices to the Client at [Client Email Address or Physical Address].
• Rhode Island Taxes: [State whether fees include or exclude Rhode Island sales/use tax, if applicable. Indicate any exemptions claimed.]
• Late Payment: Late payments shall accrue interest at a rate of [Percentage]% per month, or the maximum rate allowed by Rhode Island law, whichever is lower.

5. Independent Contractor Status

• The Consultant is an independent contractor and not an employee of the Client. The Client will not be responsible for withholding taxes or providing benefits. The Consultant agrees to comply with all applicable Rhode Island laws regarding independent contractor classification and reporting, including providing a completed IRS Form W-9.

6. Insurance

• The Consultant shall maintain the following insurance coverage:
  • Option A: Professional Liability Insurance: [Dollar Amount] coverage.
  • Option B: Errors and Omissions Insurance: [Dollar Amount] coverage.
  • Option C: Workers' Compensation Insurance: As required by Rhode Island law.
• Certificates of Insurance: The Consultant will provide certificates of insurance upon request by the Client.

7. Intellectual Property

• Ownership of Work Product:
  • Option A: All original work product, analyses, reports, or data generated during the engagement shall vest in the Client upon final payment.
  • Option B: All original work product, analyses, reports, or data generated during the engagement shall remain with the Consultant. The Client is granted a non-exclusive, royalty-free license to use such work product for its internal business purposes.
• Pre-existing Materials: The Consultant grants the Client a limited license to use any pre-existing Consultant materials incorporated into the work product, solely for the purpose of utilizing the deliverables under this Agreement.

8. Confidentiality

• Both parties shall maintain the confidentiality of all proprietary, client, or sensitive information encountered during the engagement, as defined under the Rhode Island Uniform Trade Secrets Act.
• Duration: The obligations of confidentiality shall survive the termination of this Agreement for a period of [Number] years.

9. Non-Solicitation and Non-Competition (If Applicable)

• Non-Solicitation: During the term of this Agreement and for a period of [Number] years after termination, the Client shall not solicit for employment any employee or contractor of the Consultant.
• Non-Competition: During the term of this Agreement and for a period of [Number] years after termination, the Consultant shall not engage in any business that directly competes with the Client within a [Geographic Area, e.g., 50-mile radius of Providence, Rhode Island]. This restriction is reasonable and necessary to protect the Client's legitimate business interests under Rhode Island law.

10. Acceptance Criteria and Modifications

• Acceptance Criteria: Deliverables will be deemed accepted upon written notification from the Client that they meet the specifications outlined in Exhibit A.
• Review and Approval: The Client shall have [Number] days to review and approve deliverables.
• Modifications: The Client may request reasonable modifications or corrections within [Number] days following submission.

11. Change Orders

• Any changes to the scope of Services, timeline, or fees must be documented in a written change order signed by both parties. The change order must specify the revised scope, timeline, and fees.

12. Warranty and Limitation of Warranty

• The Consultant warrants that the Services will be performed in a professional and workmanlike manner, consistent with industry standards in Rhode Island.
• Disclaimer: The Consultant does not warrant or guarantee any specific business outcomes or results.

13. Delays and Force Majeure

• Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, war, riots, or government regulations. The affected party shall provide prompt written notice to the other party.

14. Termination

• This Agreement may be terminated as follows:
  • For Default: By either party if the other party materially breaches this Agreement and fails to cure such breach within [Number] days of written notice.
  • For Non-Performance: By the Client if the Consultant consistently fails to meet the agreed-upon milestones and deliverables.
  • For Insolvency: By either party if the other party becomes insolvent or files for bankruptcy.
  • By Mutual Agreement: By mutual written agreement of both parties.
  • At-Will: By either party upon [Number] days written notice.
• Upon termination, the Client shall pay the Consultant for all Services performed up to the date of termination. The Consultant shall return or destroy all confidential material belonging to the Client.

15. Liability and Indemnification

• Liability: The Consultant’s liability under this Agreement shall be limited to the amount of fees paid by the Client to the Consultant.
• Exclusion of Damages: Neither party shall be liable for any indirect, consequential, or punitive damages.
• Indemnification: [Describe the indemnification obligations of each party, if any. Tailor to the specific agreement. If no indemnification, state "Neither party shall indemnify the other."]

16. Governing Law and Dispute Resolution

• This Agreement shall be governed by and construed in accordance with the laws of the State of Rhode Island.
• Venue: Any legal action arising out of or relating to this Agreement shall be brought in a court of competent jurisdiction located in [City, e.g., Providence], Rhode Island.
• Dispute Resolution:
  • Negotiation: The parties shall first attempt to resolve any dispute through good-faith negotiation.
  • Mediation: If negotiation fails, the parties agree to participate in mediation in Rhode Island before resorting to litigation.
  • Arbitration: Option to replace mediation with arbitration if both parties prefer.

17. 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.
• Amendments: Any amendment to this Agreement must be in writing and signed by both parties.

18. Acknowledgement

• Both parties acknowledge that they have reviewed this Agreement and have had the opportunity to seek legal counsel.

19. Notices

• All notices required or permitted under this Agreement shall be in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, by registered or certified mail, postage prepaid, addressed to the other party at its address set forth above.

20. Manner of 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 valid and binding under the Rhode Island Uniform Electronic Transactions Act.

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

[Consultant Legal Name]

By: [Consultant Signature Block, e.g., Name and Title]

[Client Legal Name]

By: [Client Signature Block, e.g., Name and Title]