Texas consulting service contract template

Texas Consulting Service Contract

This Texas Consulting Service Contract (the “Agreement”) is made and effective as of [Date], by and between:

• [Consultant Legal Name], a [Business Entity Type, e.g., Texas Limited Liability Company], with its principal place of business at [Consultant Address], Tax ID: [Consultant Tax ID] (the “Consultant”), and
• [Client Legal Name], a [Business Entity Type, e.g., Texas Corporation], with its principal place of business at [Client Address], Tax ID: [Client Tax ID] (the “Client”).

1. Scope of Services

• The Consultant shall provide the following consulting services to the Client (the “Services”): [Detailed description of consulting services, business issues addressed, and consulting objectives].
• The Services will include the following deliverables: [List of Deliverables].
• The Consultant will perform the Services using the following work methods: [Description of Work Methods].
• The following measurable milestones will be used to track progress: [List of Milestones].
• The Consultant will provide reports to the Client according to the following schedule: [Reporting Schedule].
• The Client will cooperate with the Consultant by providing the following: [List of Client Cooperation Requirements].

2. Location of Services

• Option A: The Services will be performed primarily at the Consultant’s office.
• Option B: The Services will be performed primarily at the Client’s premises located at [Client Address]. On-site visits in Texas are expected. The Consultant will comply with all safety and site-specific policies of the Client.
• Option C: The Services will be performed remotely.

3. Consulting Fees and Payment

• Option A: Hourly Rate: The Client shall pay the Consultant at an hourly rate of [Dollar Amount] per hour. Minimum billing increment is [e.g., 15 minutes].
• Option B: Project Fee: The Client shall pay the Consultant a project fee of [Dollar Amount] for the completion of the Services described in Section 1.
• Option C: Retainer: The Client shall pay the Consultant a retainer of [Dollar Amount] per [Time Period, e.g., month].
• Texas sales and use tax [will/will not] be added to the consulting fees.
• The following expenses will be reimbursed to the Consultant: [List of Reimbursable Expenses, e.g., travel, lodging, materials].
• Expense reimbursement is capped at [Dollar Amount] per [Time Period or Project].
• All expenses require pre-approval from the Client.
• Payment shall be made within [Number] days of receipt of invoice, as per Texas prompt payment statutes.

4. Invoicing Requirements

• Invoices shall be submitted in [Format, e.g., PDF] format.
• Invoices shall be submitted to [Email Address or Mailing Address].
• Invoices must include the following information: [List of Required Information, e.g., date, invoice number, description of services, hours worked, expenses].

5. Acceptance Criteria

• Deliverables will be reviewed by [Client Representative].
• The Client shall have [Number] days to review and accept or reject deliverables.
• Rejection must be accompanied by a written explanation of the reasons for rejection.
• The Consultant shall have [Number] days to correct the deficiencies and resubmit the deliverable.

6. Intellectual Property Rights

• Option A: Ownership of all intellectual property rights in the work product created by the Consultant shall vest in the Client upon payment in full.
• Option B: The Consultant retains ownership of all intellectual property rights in the work product. The Client is granted a [Type, e.g., perpetual, non-exclusive] license to use the work product.
• Pre-existing Consultant materials remain the property of the Consultant.
• This Agreement [does/does not] create a “work made for hire” as defined under Texas and federal copyright law.

7. Confidentiality

• Both parties agree to hold confidential all information received from the other party.
• This obligation of confidentiality shall survive termination of this Agreement for a period of [Number] years.
• Exceptions to confidentiality include information that is: (a) already in the public domain; (b) received from a third party without restriction; or (c) required to be disclosed by law.
• The parties agree to comply with the Texas Uniform Trade Secrets Act.

8. Non-Solicitation/Non-Compete (if applicable)

• The Consultant agrees not to solicit or hire any employees or clients of the Client for a period of [Number] years following the termination of this Agreement.
• The Consultant agrees not to compete with the Client in the [Geographic Area, e.g., Texas] for a period of [Number] years following the termination of this Agreement.
• This non-compete agreement is expressly tailored to comply with Section 15.50 et seq. of the Texas Business & Commerce Code.

9. Data Protection

• If the Services involve handling sensitive or personal data, the Consultant shall comply with all applicable data protection laws, including the Texas data breach notification law.
• The Consultant shall implement reasonable security measures to protect the data from unauthorized access, use, or disclosure.

10. Client Obligations

• The Client shall provide the Consultant with timely information and access to internal resources necessary for the performance of the Services.
• The Client shall designate a point of contact for the Consultant. [Name of Point of Contact]
• Failure to support the consulting process may result in delays in project completion.

11. Quality Assurance

• The Consultant warrants that the Services will be performed in a professional and workmanlike manner.
• The Consultant will correct any errors in deliverables at its own expense.
• Service-level standards are as follows: [Detailed description of service-level standards].

12. Limitation of Liability

• The Consultant’s liability under this Agreement shall be limited to the amount of fees paid by the Client to the Consultant.
• The Consultant shall not be liable for any indirect or consequential damages.
• This limitation of liability does not apply to gross negligence, willful misconduct, or statutory liability.

13. Indemnification

• Option A: The Client shall indemnify and hold harmless the Consultant from any third-party claims arising from the Client’s breach of this Agreement or the Client’s negligence.
• Option B: The Consultant shall indemnify and hold harmless the Client from any third-party claims arising from the Consultant’s breach of this Agreement or the Consultant’s negligence.
• Option C: Both parties shall indemnify and hold the other harmless from any third-party claims arising from their respective breaches of this Agreement or their respective negligence.

14. Force Majeure

• Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to force majeure events, including but not limited to: hurricanes, floods, declared emergencies, or other acts of God specific to Texas.
• The affected party shall notify the other party within [Number] days of the occurrence of the force majeure event.
• If the force majeure event prevents performance for more than [Number] days, either party may terminate this Agreement.

15. Term and Termination

• Option A: This Agreement shall commence on [Start Date] and shall continue until [End Date].
• Option B: This Agreement shall commence on [Start Date] and shall continue until the completion of the Services described in Section 1.
• Either party may terminate this Agreement for cause upon [Number] days written notice.
• The Client may terminate this Agreement for no cause upon [Number] days written notice.
• Upon termination, the Client shall pay the Consultant for all Services performed up to the date of termination.

16. Dispute Resolution

• The parties shall attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.
• If negotiation fails, the parties may agree to mediation or arbitration.
• This Agreement shall be governed by and construed in accordance with the laws of the State of Texas.
• Venue for any legal action shall be in [County], Texas.
• [Option: The parties waive their right to a jury trial.]

17. Representations and Warranties

• The Consultant represents and warrants that it has the necessary expertise and qualifications to perform the Services.
• The Consultant represents and warrants that it is in compliance with all applicable federal and Texas laws.
• [Optional: The Consultant represents and warrants that it holds the following licenses or professional certifications: [List]].

18. Compliance

• The Consultant shall comply with all applicable Texas regulatory requirements relevant to the Client’s industry.
• The Consultant confirms that it is not debarred from Texas state business.

19. Insurance

• The Consultant shall maintain professional liability/errors and omissions insurance with a minimum limit of [Dollar Amount].
• The Consultant shall provide proof of insurance to the Client upon request.

20. Subcontracting/Assignment

• The Consultant [may/may not] subcontract any of its obligations under this Agreement.
• Neither party may assign this Agreement without the written consent of the other party.

21. General Provisions

• This Agreement constitutes the entire agreement between the parties.
• Any amendment to this Agreement must be in writing and signed by both parties.
• No waiver of any provision of this Agreement shall be effective unless in writing.
• If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
• Notices shall be sent to the addresses listed above. [Option: Notices may also be sent by email to [Email Address].]
• The obligations of confidentiality and intellectual property shall survive termination of this Agreement.

22. Tax Reporting

The Consultant is responsible for all federal and state tax reporting obligations related to payments received under this Agreement.

23. Public Sector Clients (If Applicable)

This Agreement is subject to the following Texas state-mandated contract language: [List of Applicable State-Mandated Language, e.g., anti-boycott, anti-human trafficking].

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

[Consultant Legal Name]

By: [Consultant Name]

Title: [Consultant Title]

[Client Legal Name]

By: [Client Name]

Title: [Client Title]