Utah consulting service contract template

Utah Consulting Service Contract

This Utah Consulting Service Contract (the “Agreement”) is made and entered into as of this [Date] day of [Month], [Year] (the “Effective Date”) by and between:

• [Consultant Legal Name], a [Consultant Business Structure, e.g., Utah Limited Liability Company], with its principal place of business at [Consultant Business Address], Utah Entity Number (if applicable) [Consultant Entity Number], and contact information: [Consultant Phone Number], [Consultant Email Address] (hereinafter referred to as “Consultant”), and
• [Client Legal Name], a [Client Business Structure, e.g., Utah Corporation], with its principal place of business at [Client Business Address], Utah Entity Number (if applicable) [Client Entity Number], and contact information: [Client Phone Number], [Client Email Address] (hereinafter referred to as “Client”).

Consultant represents and warrants that it is duly licensed to conduct business in the State of Utah, as required.

• Consultant’s Utah Business License Number: [License Number]

1. Scope of Work

Consultant shall provide the following consulting services to Client:

• Option A: Detailed Description
  • Consultant shall [Detailed description of consulting objectives, methodologies, and anticipated deliverables].
  • This includes a Utah client-specific needs assessment.
  • Measurable performance metrics: [List of metrics].
  • Project phases/milestones: [List of phases/milestones].
• Option B: Summary Description
  • Consultant will provide services as described in Exhibit A (Statement of Work), attached hereto and incorporated herein.
• Exclusions: Consultant will not provide [List of services not covered].

2. Work Location and Access

• Option A: On-Site
  • Work will be performed primarily at Client’s location in Utah: [Client Location Address]. Client shall provide necessary workspace and system access.
• Option B: Remote
  • Work will be performed remotely from Consultant’s location.
• Option C: Hybrid
  • Work will be performed both on-site and remotely, as agreed upon. [Specify schedule or criteria].

3. Fees and Payment

• Option A: Fixed Fee
  • Client shall pay Consultant a fixed fee of [Dollar Amount] for the services described in Section 1.
• Option B: Hourly Rate
  • Client shall pay Consultant an hourly rate of [Dollar Amount] per hour for services rendered.
• Option C: Retainer
  • Client shall pay Consultant a retainer of [Dollar Amount] per month, due on the [Day] of each month.
• Option D: Milestone Based
  • Client will pay Consultant the following fees upon achievement of specified milestones.
    • Milestone 1: [Description]. Fee: [Dollar Amount]
    • Milestone 2: [Description]. Fee: [Dollar Amount]
• Invoicing: Consultant shall submit invoices [Frequency, e.g., monthly]. Payment is due within [Number] days of invoice receipt. Payments shall be made via [Payment Method, e.g., check, electronic transfer].
• Late Fees: Overdue invoices shall accrue interest at a rate of [Percentage] per month, or the maximum rate allowed by Utah law, whichever is lower.
• Sales Tax: [Indicate whether Utah sales tax applies or if an exemption exists].

4. Expenses

• Reimbursable Expenses: Client shall reimburse Consultant for reasonable and pre-approved expenses, including:
  • Travel.
  • Lodging.
  • Meals.
• Mileage: Mileage will be reimbursed at the rate of [Dollar Amount] per mile, consistent with current IRS or Utah State rates, as agreed.
• Approval: All expenses exceeding [Dollar Amount] require prior written approval from Client.
• Documentation: Consultant shall provide receipts and documentation for all reimbursable expenses.

5. Intellectual Property

• Client Ownership: Upon full payment, Client shall own all right, title, and interest in and to any custom reports, analyses, or deliverables specifically created for Client under this Agreement.
• Consultant Ownership: Consultant retains all right, title, and interest in and to its background IP, industry knowledge, and reusable methodologies.
• Utah law regarding intellectual property applies.

6. Confidentiality

• Non-Disclosure: Consultant shall not disclose any confidential information of Client to any third party.
• Confidential Information: "Confidential Information" includes, but is not limited to, Client's proprietary data, business plans, customer lists, and financial information.
• Duration: This confidentiality obligation shall survive the termination of this Agreement for a period of [Number] years.
• Permitted Disclosures: Consultant may disclose Confidential Information if required by law or court order, provided that Consultant gives Client prompt notice of such requirement.
• Data Protection: Consultant shall comply with all applicable Utah and federal data privacy laws. Consultant will store and transmit data securely. Consultant shall notify Client promptly in the event of a data breach.
• Utah Uniform Trade Secrets Act protections apply.

7. Non-Compete/Non-Solicitation

• Option A: Non-Compete (Use with caution and consult legal counsel to ensure enforceability under Utah law.)
  • During the term of this Agreement and for a period of [Number] months following termination, Consultant shall not engage in any business that competes directly with Client within a [Number] mile radius of Client’s principal place of business in Utah.
• Option B: Non-Solicitation (Must comply with Utah Post-Employment Restrictions Act)
  • During the term of this Agreement and for a period of [Number] months following termination, Consultant shall not solicit any of Client's employees or customers located in Utah.
• Option C: No Restriction
  • No non-compete or non-solicitation restrictions apply.

8. Independent Contractor

• Consultant is an independent contractor and not an employee of Client.
• Client shall not be responsible for withholding any taxes or providing any benefits to Consultant.
• Consultant is responsible for all self-employment, income, and other taxes.
• This relationship is governed by Utah law regarding independent contractors.

9. Insurance

• Consultant shall maintain professional liability insurance with coverage of at least [Dollar Amount] per claim and general commercial liability insurance with coverage of at least [Dollar Amount] per occurrence.
• Consultant shall provide Client with proof of insurance upon request.

10. Changes to Scope

• Any changes to the scope of work must be agreed upon in writing by both parties.
• Such changes may result in adjustments to the fees and schedule.
• Client approval is required for any additional time or charges.

11. Quality Assurance

• Client shall have [Number] days to review and accept deliverables.
• If Client deems the work unsatisfactory, Consultant shall correct any deficiencies within a reasonable timeframe.

12. Termination

• Option A: Termination for Cause
  • Either party may terminate this Agreement for cause upon [Number] days written notice if the other party breaches a material provision of this Agreement.
  • Material breaches include, but are not limited to, breach of confidentiality, IP misuse, or non-payment.
• Option B: Termination for Convenience
  • Either party may terminate this Agreement for convenience upon [Number] days written notice.
• Upon termination, Client shall pay Consultant for services performed to the date of termination.
• Consultant shall return all Client property and confidential information.
• Immediate termination is permitted for a material breach of confidentiality.

13. Default

• If either party breaches this Agreement, the non-breaching party shall provide written notice of the breach.
• The breaching party shall have [Number] days to cure the breach.
• If the breach is not cured, the non-breaching party may pursue all available remedies, including damages.

14. Dispute Resolution

• Any dispute arising out of or relating to this Agreement shall be resolved as follows:
• Formal Notice: The parties shall first attempt to resolve the dispute through good faith negotiation.
• Mediation: If negotiation fails, the parties shall submit the dispute to mediation in [City], Utah, using a mediator agreed upon by both parties.
• Litigation: If mediation fails, the parties may pursue litigation in the state or federal courts located in [County], Utah.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Utah.
• Attorney’s Fees: The prevailing party in any dispute shall be entitled to recover its reasonable attorney’s fees and costs to the extent legally permissible in Utah.

15. Force Majeure

• Neither party shall be liable for any failure to perform its obligations under this Agreement due to events beyond its reasonable control, including, but not limited to, natural disasters, government actions in Utah.
• The affected party shall provide prompt notice to the other party and shall use reasonable efforts to mitigate the impact of the force majeure event.

16. Compliance

• Consultant shall comply with all applicable Utah and U.S. federal laws and regulations.
• This includes compliance with licensing requirements for certain professional advice.

17. Assignment and Subcontracting

• Consultant shall not assign its rights or delegate its duties under this Agreement without the prior written consent of Client.
• Any subcontractors used by Consultant must comply with all applicable Utah employment and independent contractor statutes.

18. Notice

• All notices under this Agreement shall be in writing and shall be deemed to be duly given when delivered personally, sent by certified mail, or sent by email to the addresses set forth in the first paragraph of this Agreement.
• Utah’s acceptance of electronic signatures and notices applies.

19. Recordkeeping

• Consultant shall maintain accurate records of all work performed and expenses incurred under this Agreement.
• Client shall have the right to inspect such records upon reasonable notice, compliant with Utah business record laws.

20. Severability

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

21. Waiver

No waiver of any breach of this Agreement shall be effective unless it is in writing and signed by the waiving party.

22. Entire Agreement

• This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
• Any amendments to this Agreement must be in writing and signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

____________________________
[Client Legal Name]
By: [Client Name]
Title: [Client Title]
Date: [Date]

____________________________
[Consultant Legal Name]
By: [Consultant Name]
Title: [Consultant Title]
Date: [Date]

Exhibit A: (Optional) - Statement of Work, Rates Schedule, or Insurance Certificates.