South Dakota consulting service contract template

South Dakota Consulting Services Contract

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

• [Consultant Full Legal Name], a [Legal Status, e.g., Individual, LLC, Corporation] with its principal place of business at [Consultant Business Address], hereinafter referred to as “Consultant,” and

• [Client Full Legal Name], a [Legal Status, e.g., Individual, LLC, Corporation] with its principal place of business at [Client Business Address], hereinafter referred to as “Client.”

1. Scope of Services

• Option A: Consultant shall provide the following services to Client: [Description of Consulting Services], including but not limited to [List of Advisory Tasks, Analytical Work].

• Option B: The specific services to be provided will be detailed in Statements of Work ("SOW") attached to this Agreement as Exhibit A, each SOW subject to mutual written agreement.

• Deliverables: [List of Deliverables, e.g., Written Reports, Assessments, Recommendations, Presentations].

• Timeline: [Timeline for Each Deliverable].

• Milestones: [Key Project Milestones Linked to Defined Objectives].

2. Communication

• Option A: Regular communication shall be conducted via [Method of Communication, e.g., In-person, Virtual Meetings, Written Reports] on a [Frequency, e.g., Weekly, Bi-weekly] basis.

• Option B: Communication methods and frequency will be as defined in individual Statements of Work (SOWs).

• Documentation and Approval: All advice and recommendations will be documented in writing and subject to [Approval Process].

3. Work Location

• Option A: The services will be performed primarily at [Work Location, e.g., Client Premises, Consultant's Office, Remote].

• Option B: The work location may vary based on the specific tasks as agreed upon in advance.

• South Dakota Travel: Consultant will [Will/Will Not] be required to travel within South Dakota. If required, [Travel Reimbursement Policy] applies.

4. Client Obligations

• Option A: Client shall provide Consultant with access to [List of Personnel, Data, Systems] necessary for the performance of the services.

• Option B: Client shall provide reasonable cooperation and assistance as requested by Consultant.

• Cooperation Requirements: [Specific Cooperation Requirements Unique to Consulting Engagement].

5. Consultant's Duties

• Standard of Care: Consultant shall perform the services with the degree of skill and care ordinarily exercised by consultants practicing in South Dakota.

• Professional Practices: Consultant shall act in accordance with professional practices recognized under South Dakota law.

• Licenses/Certifications: Consultant possesses and shall maintain all necessary licenses and certifications required for the performance of these consulting services in South Dakota, including [List any specific South Dakota required Licenses/Certifications].

6. Project Management

• Option A: Regular status updates will be provided [Frequency, e.g., Weekly, Monthly] via [Method, e.g., Email, Meetings].

• Option B: Project management practices will be detailed in individual Statements of Work (SOWs).

• Acceptance Criteria: Acceptance and sign-off criteria for phases and final deliverables will be [Description of Acceptance Criteria].

7. Fees and Payment

• Fee Structure: [Fee Structure, e.g., Hourly, Daily, Per Deliverable, Retainer] at a rate of [Rate] per [Unit, e.g., Hour, Day, Deliverable].

• Total Capped Amount: The total fees paid under this Agreement shall not exceed [Amount], if applicable.

• Invoicing: Invoices will be submitted [Frequency, e.g., Monthly] and include [Itemized Requirements].

• Payment Method: Payment shall be made via [Payment Method, e.g., Check, Electronic Transfer].

• Payment Deadline: Payment is due within [Number] days of invoice date, consistent with the South Dakota Prompt Payment Act.

• Late Payment Penalty: Late payments shall accrue interest at a rate of [Percentage]% per month or the maximum rate allowed by South Dakota law, whichever is lower.

• Taxes: Client is responsible for any applicable South Dakota state and local sales/use taxes.

8. Expense Reimbursement

• Pre-Approval: All expenses must be pre-approved by Client in writing.

• Documentation: Expenses must be documented with receipts.

• Eligible Expenses: Reimbursable expenses include [List of Eligible Expenses, e.g., Travel, Lodging, Materials]. Reimbursement will follow South Dakota law.

9. Intellectual Property

• Consultant's Pre-Existing IP: Consultant retains all rights to pre-existing materials and processes.

• Deliverable IP: [Option A: Assignment of IP] or [Option B: License of IP] in custom deliverables is granted to Client.

• Work Made for Hire: To the extent applicable, deliverables shall be considered "works made for hire" under South Dakota law.

10. Confidentiality

• Obligations: Both parties shall maintain the confidentiality of all proprietary, business, and customer information, including but not limited to [List of Confidential Information].

• South Dakota Trade Secrets Act: This agreement is subject to the South Dakota Uniform Trade Secrets Act.

• Duration: Confidentiality obligations shall continue for [Number] years beyond the termination of this Agreement.

11. Compliance with Laws

• South Dakota Law: Both parties shall comply with all applicable South Dakota and federal laws.

• Licensing: Consultant shall comply with all applicable professional licensing requirements in South Dakota.

• Data Protection: Consultant will adhere to all relevant state data protection obligations.

12. Insurance

• Required Insurance: Consultant shall maintain [Type of Insurance, e.g., Professional Liability, General Liability, Workers' Compensation] insurance with minimum coverage of [Amount].

• Workers' Compensation: If Consultant employs others, Consultant shall maintain Workers' Compensation insurance as required by South Dakota law.

13. Conflict of Interest

• Obligations: Consultant shall disclose any potential conflicts of interest to Client.

• Exclusivity: [Option A: Exclusivity Clause] or [Option B: Non-Exclusivity Clause]. If exclusivity is required, specify the scope.

14. Quality Assurance

• Review Period: Client shall have [Number] days to review and accept deliverables.

• Correction Timeline: Consultant shall have [Number] days to correct any defects or unsatisfactory advice.

• Resolution Protocol: The process for resolving defects or unsatisfactory advice will be [Description of Resolution Protocol].

15. Recordkeeping and Audit

• Recordkeeping: Both parties shall maintain accurate records related to this Agreement, compliant with South Dakota tax documentation requirements.

• Audit Rights: Client shall have the right to audit Consultant's records related to this Agreement upon reasonable notice.

• Record Retention: Records shall be retained for [Number] years.

16. Change Orders

• Procedure: Any changes to the scope of work must be agreed upon in writing via a change order signed by both parties.

• Adjustments: Change orders shall include adjustments to fees and timelines as necessary.

17. Termination

• Termination 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.

• Termination for Convenience: Client may terminate this Agreement for convenience upon [Number] days written notice.

• Mutual Agreement: This Agreement may be terminated by mutual written agreement of both parties.

• Settlement: Upon termination, Client shall pay Consultant for all services rendered and expenses incurred up to the date of termination.

• Return of Information: Consultant shall return or destroy all confidential information upon termination.

18. Remedies for Breach

• Indemnification: Consultant shall indemnify Client against third-party claims arising from Consultant's negligence.

• Liquidated Damages: [Option A: Liquidated Damages Clause] or [Option B: No Liquidated Damages Clause]. If liquidated damages are applicable, specify the amount and conditions.

• Limitation of Liability: Consultant's liability shall be limited to [Amount] or the fees paid under this Agreement.

19. Force Majeure

• Events: Neither party shall be liable for delays or failures in performance due to events beyond their reasonable control, including but not limited to acts of God, war, or government action, including major weather incidents.

• Notification: The affected party shall notify the other party of the force majeure event as soon as reasonably practicable.

• Suspension/Adjustment: Performance obligations shall be suspended or adjusted as necessary due to the force majeure event.

20. Dispute Resolution

• Negotiation: The parties shall first attempt to resolve any disputes through good faith negotiation.

• Mediation: If negotiation fails, the parties shall attempt to resolve the dispute through mediation.

• Arbitration: [Option A: Binding Arbitration Clause] or [Option B: No Arbitration Clause].

• Governing Law and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of South Dakota. Exclusive jurisdiction and venue for any litigation shall be in the courts of the State of South Dakota located in [County] County.

21. Independent Contractor

• Status: Consultant is an independent contractor and not an employee of Client.

• No Benefits: Consultant is not entitled to any employee benefits.

• Tax Responsibilities: Consultant is responsible for all applicable federal and South Dakota state taxes.

22. Subcontracting

• Approval: Any use of subcontractors by Consultant must be pre-approved in writing by Client.

• Compliance: Subcontractors shall meet all contractual requirements, including licensing and insurance under South Dakota law.

23. Notices

• Method: All notices required under this Agreement shall be in writing and delivered via [Delivery Method, e.g., Email, Certified Mail].

• Contact Persons: Notices shall be sent to the following contact persons:

• Consultant: [Consultant Name and Contact Details]

• Client: [Client Name and Contact Details]

24. Miscellaneous

• Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.

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

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

• Waiver: No waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party.

25. Client References/Publicity

• Restrictions: [Restrictions on Client References or Publicity, e.g., No references without prior approval].

26. Industry-Specific Requirements

• [Specify Industry Requirements Applicable in South Dakota, e.g., HIPAA Addendum for Health Consulting]

27. Legal Review

• Acknowledgement: Both parties acknowledge that they have had the opportunity to seek legal review of this Agreement and understand its terms.

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

[Consultant Full Legal Name]

By: [Consultant Signature]

Name: [Consultant Printed Name]

Title: [Consultant Title, if applicable]

[Client Full Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]