Tennessee consulting service contract template

Tennessee Consulting Services Contract

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

[Consultant's Full Legal Name], a [State] [Entity Type, e.g., LLC] with its principal place of business at [Consultant's Business Address] (“Consultant”), and having the following contact information: phone number [Consultant's Phone Number], and email address [Consultant's Email Address], and EIN (if applicable): [Consultant's EIN],

and

[Client's Full Legal Name], a [State] [Entity Type, e.g., Corporation] with its principal place of business at [Client's Business Address] (“Client”), and having the following contact information: phone number [Client's Phone Number], and email address [Client's Email Address], and EIN (if applicable): [Client's EIN].

Statement of Work (SOW)

Option A: Detailed SOW Attached. The specific services to be provided by Consultant to Client are described in detail in the Statement of Work attached as Exhibit A (the “SOW”). This SOW outlines project objectives, scope, deliverables, timelines, methodology, and location (onsite or remote).

Option B: Summary of Services. Consultant will provide [Description of Consulting Services] to Client. The objectives of these services are [Project Objectives]. Deliverables will include [List of Deliverables]. The timeline for completion is [Project Timeline].

Consultant's Responsibilities

Option A: Performance Standard. Consultant shall perform the services diligently, competently, and in accordance with industry standards and all applicable Tennessee laws and regulations.

Option B: Independent Contractor. Consultant is an independent contractor and not an employee, agent, or partner of Client. Consultant is responsible for all applicable Tennessee business licenses, permits, and professional certifications (if applicable). Consultant is responsible for all taxes and other obligations arising from its independent contractor status.

Client's Responsibilities

Option A: Provision of Information. Client shall provide Consultant with all necessary information, resources, and timely input reasonably required to perform the services. Delays in Client cooperation may affect project timelines and Consultant's liability.

Option B: Designated Contact. Client shall designate [Client's Name] as the primary point of contact for this project. Client's point of contact is responsible for providing project feedback to Consultant within [Number] business days.

Term and Termination

Option A: Fixed Term. This Agreement shall commence on [Start Date] and continue until [End Date], unless earlier terminated as provided herein.

Option B: Termination for Cause. Either party may terminate this Agreement for cause upon [Number] days written notice if the other party materially breaches this Agreement and fails to cure such breach within the notice period.

Option C: Termination for Convenience. Client may terminate this Agreement for convenience upon [Number] days written notice to Consultant. In the event of termination for convenience, Client shall pay Consultant for all services performed and expenses incurred up to the date of termination.

Fees and Payment

Option A: Hourly Rate. Client shall pay Consultant at an hourly rate of [Dollar Amount] per hour for services performed.

Option B: Project-Based Fee. Client shall pay Consultant a fixed fee of [Dollar Amount] for the completion of the project as defined in the SOW. Payments shall be made according to the following schedule: [Payment Schedule].

Option C: Retainer. Client shall pay Consultant a monthly retainer fee of [Dollar Amount].

Tennessee Taxes: All fees are exclusive of applicable Tennessee sales and use taxes. Client is responsible for any applicable Tennessee withholding or franchise tax liabilities. Late payments shall accrue interest at the rate of [Percentage]% per month, or the maximum rate permitted by Tennessee law, whichever is lower.

Expenses and Reimbursement

Option A: Reimbursable Expenses. Client shall reimburse Consultant for reasonable and necessary expenses incurred in connection with the performance of the services, including travel, lodging, and meals, upon presentation of receipts. All expenses must be pre-approved by Client in writing.

Option B: Expense Cap. Reimbursable expenses shall not exceed [Dollar Amount] in total.

Intellectual Property

Option A: Ownership. All intellectual property created by Consultant in connection with the services shall be owned by [Client/Consultant]. Consultant grants Client a [License Type] license to use the intellectual property.

Option B: Pre-Existing IP. All pre-existing intellectual property of Consultant shall remain the property of Consultant.

Confidentiality

Option A: Definition. "Confidential Information" means any non-public information disclosed by one party to the other, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential.

Option B: Obligations. Each party shall protect the other party's Confidential Information from unauthorized use, disclosure, or access. These obligations extend beyond termination of the agreement for [Number] years. This clause is in accordance with the Tennessee Uniform Trade Secrets Act.

Data Privacy

If Consultant handles personal data of Tennessee residents, Consultant shall comply with the Tennessee Identity Theft Deterrence Act and any other applicable data privacy laws. In the event of a data breach, Consultant will notify Client immediately, and comply with all notification requirements.

Conflicts of Interest and Non-Solicitation

Option A: Conflicts of Interest. Consultant shall not engage in any activity that creates a conflict of interest with Client’s business.

Option B: Non-Solicitation. During the term of this Agreement and for a period of [Number] months following termination, Consultant shall not solicit or hire any employee of Client, or solicit any client of Client within the state of Tennessee. The restrictions in this clause are deemed reasonable in scope, duration, and territory, considering the nature of Client's business and Tennessee employment law.

Independent Contractor Status

Consultant acknowledges and agrees that Consultant is an independent contractor and not an employee of Client. Client will not withhold or pay any taxes, social security, or other benefits on behalf of Consultant. Consultant is solely responsible for all such obligations. This is consistent with IRS and Tennessee Department of Labor standards for independent contractors.

Compliance with Laws

Consultant shall comply with all applicable Tennessee laws, ordinances, and regulations in performing the services, including any required industry certifications or insurance.

Liability and Indemnification

Consultant shall be liable for damages arising from its negligence or willful misconduct. Client shall indemnify and hold harmless Consultant from any claims arising from Client’s actions or omissions. Neither party shall be liable for indirect or consequential damages, unless prohibited by Tennessee law.

Change Orders

Any changes to the scope of services, schedule, or fees must be documented in a written change order signed by both parties.

Force Majeure

Neither party shall be liable for delays or failures to perform its obligations under this Agreement due to causes beyond its reasonable control, including acts of God, war, or government regulation. Tennessee law governs the interpretation of this clause.

Dispute Resolution

Option A: Mediation and Arbitration. Any dispute arising out of or relating to this Agreement shall be resolved through good-faith negotiation and mediation in Tennessee. If mediation is unsuccessful, the dispute shall be resolved by binding arbitration under the American Arbitration Association rules.

Option B: Litigation. Any legal action arising out of or relating to this Agreement shall be brought in the state or federal courts located in [City, Tennessee]. Both parties consent to the exclusive jurisdiction and venue of such courts. Tennessee law shall govern this Agreement, without regard to conflict of law principles.

Notices

All notices under this Agreement shall be in writing and delivered by email, certified mail, or hand delivery to the addresses set forth above.

Insurance

Consultant shall maintain insurance coverage appropriate for the engagement, including professional liability insurance (E&O) with minimum coverage of [Dollar Amount], workers' compensation insurance (if applicable), and general liability insurance. Consultant shall provide proof of insurance upon request. These minimum amounts are in accordance with Tennessee industry standards.

Recordkeeping and Audit Rights

Consultant shall maintain accurate records of all services performed and expenses incurred. Client shall have the right to audit such records.

Industry-Specific Regulations

Consultant shall comply with all applicable industry-specific regulations in Tennessee, including regulations related to [Industry, e.g., Healthcare, Education].

Ethical Standards

Consultant shall comply with all applicable ethical standards, including the Tennessee Rules of Professional Conduct and any government or client code of conduct policies.

Miscellaneous

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

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

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

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

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

[Consultant's Full Legal Name]

By: [Consultant's Signature]

Name: [Consultant's Printed Name]

Title: [Consultant's Title]

Date: [Date]

[Client's Full Legal Name]

By: [Client's Signature]

Name: [Client's Printed Name]

Title: [Client's Title]

Date: [Date]

Exhibit A: Statement of Work