Virginia consulting service contract template

Virginia Consulting Services Contract

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

• [Consultant Name], a [Entity Structure, e.g., Limited Liability Company] with its principal place of business at [Consultant Registered Business Address] (“Consultant”), and contact details: Phone: [Consultant Phone], Email: [Consultant Email].
• [Client Name], a [Entity Structure, e.g., Corporation] with its principal place of business at [Client Registered Business Address] (“Client”), and contact details: Phone: [Client Phone], Email: [Client Email].

1. Scope of Services

The Consultant agrees to provide the following consulting services to the Client:

• Option A: [Detailed description of service tasks, e.g., developing a marketing strategy] including specific deliverables such as [List of Deliverables, e.g., market research report, marketing plan document] and milestones like [List of Milestones, e.g., completion of market research by date, presentation of marketing plan draft by date]. The performance benchmarks shall be [List of Performance Benchmarks, e.g., increase in website traffic, improvement in lead generation].
• Option B: [Alternative detailed description of service tasks, e.g., providing IT system evaluation] including specific deliverables such as [List of Deliverables] and milestones like [List of Milestones]. The performance benchmarks shall be [List of Performance Benchmarks].
• Modification of Scope: The scope of services may be modified by a written amendment signed by both Consultant and Client.

2. Deliverables and Acceptance

• Deliverables: The Consultant will provide the following deliverables: [List of Deliverables].
• Format: Deliverables will be provided in [Format, e.g., electronic format, hard copy].
• Acceptance Criteria: The Client will accept deliverables that meet the following criteria: [Acceptance Criteria, e.g., accuracy, completeness, functionality].
• Deadlines: All deliverables must be completed by [Date].
• Documentation: Consultant shall provide [Description of Required Documentation, e.g., user manuals, training materials].

3. Work Location and Expenses

• Option A: The work will be performed [Work Location, e.g., on-site at Client's premises in Virginia].
• Option B: The work will be performed [Work Location, e.g., remotely].
• Option C: The work will be performed [Work Location, e.g., hybrid, both on-site and remotely].
• File Sharing: The parties will use [File Sharing Protocol, e.g., secure cloud storage, encrypted email].
• Reimbursable Expenses: The Client will reimburse the Consultant for the following pre-approved expenses: [List of Reimbursable Expenses, e.g., travel, lodging, meals]. Advance approval is required for all expenses exceeding [Dollar Amount]. Receipts must be submitted within [Number] days of incurring the expense. Mileage will be reimbursed at the Virginia state rate.

4. Project Timeline and Delays

• Project Start Date: [Date]
• Project Completion Date: [Date]
• Expected Hours: The Consultant expects to spend approximately [Number] hours per week on this project.
• Delays: The Consultant will not be liable for delays caused by force majeure or business necessity. The Consultant will provide written notice to the Client of any anticipated delays as soon as reasonably practicable. Project timeline may be extended as agreed upon by both parties in writing.

5. Fees and Payment

• Option A: Hourly Rate: The Consultant's hourly rate is [Dollar Amount] per hour.
• Option B: Flat Fee: The total fee for the services is [Dollar Amount].
• Option C: Retainer: The Consultant will be paid a retainer of [Dollar Amount] per [Time Period, e.g., month].
• Option D: Milestone-Based: The Consultant will be paid according to the following milestones: [List of Milestones and Payment Amounts].
• Invoicing: The Consultant will invoice the Client [Invoicing Schedule, e.g., monthly, upon completion of milestones].
• Payment Terms: The Client will pay the Consultant within [Number] days of the invoice date. Acceptable payment methods are [Acceptable Payment Methods, e.g., check, electronic transfer].
• Late Payment Interest: Late payments will accrue interest at a rate of [Percentage] per month, or the maximum rate allowed by Virginia law, whichever is lower.
• Expenses: Pre-approved expenses will be reimbursed as described in Section 3.
• Taxes: Consultant is responsible for all applicable federal and state taxes, including self-employment taxes. Consultant acknowledges that payment for services provided under this agreement is not subject to Virginia sales tax. If Consultant provides tangible goods or taxable services beyond consulting, sales or use tax may apply.

6. Client Obligations

The Client agrees to:

• Provide the Consultant with timely access to required information, personnel, systems, and sites.
• Cooperate with the Consultant in a timely and efficient manner.
• Ensure the accuracy and completeness of all information provided to the Consultant.

7. Consultant Obligations

• The Consultant will perform the services with reasonable skill, care, and diligence, conforming to industry best practices in Virginia.
• The Consultant will comply with all applicable federal and Virginia laws and regulations, including [List of Specific Laws, e.g., Virginia Consumer Data Protection Act, HIPAA, GLBA].
• The Consultant will maintain the confidentiality of the Client's confidential information as described in Section 9.

8. Intellectual Property

• Pre-existing IP: The Client retains all rights to its pre-existing intellectual property. The Consultant retains all rights to its pre-existing intellectual property.
• New IP: [Option A: Client Ownership] All intellectual property created by the Consultant in connection with the services will be owned by the Client.
• [Option B: Consultant Ownership with License] All intellectual property created by the Consultant in connection with the services will be owned by the Consultant. The Client will have a non-exclusive license to use such intellectual property for its internal business purposes.
• [Option C: Joint Ownership] All intellectual property created by the Consultant in connection with the services will be jointly owned by the Client and the Consultant.
• Work Product: The Client shall have the right to use the work product or analyses provided by the consultant.
• De-identified results: The Consultant shall have the right to use de-identified results or methodologies for the Consultant's general know-how.

9. Confidentiality and Non-Disclosure

• Definition of Confidential Information: "Confidential Information" includes any information disclosed by the Client to the Consultant that is not generally known to the public, including but not limited to business plans, financial information, customer lists, and technical data.
• Exclusions: Confidential Information does not include information that is (a) already known to the Consultant; (b) becomes publicly available through no fault of the Consultant; (c) is rightfully received from a third party; or (d) is independently developed by the Consultant.
• Duty of Care: The Consultant will use reasonable care to protect the Client's Confidential Information.
• Third-Party Disclosures: The Consultant will not disclose the Client's Confidential Information to any third party without the Client's prior written consent, except as required by law.
• Post-Termination Confidentiality: The Consultant's obligations of confidentiality will continue for [Number] years after the termination of this Agreement.

10. Data Protection and Privacy

• Compliance: The Consultant will comply with all applicable Virginia data protection laws, including the [List of Applicable Laws, e.g., Virginia Consumer Data Protection Act].
• Access, Storage, and Handling: The Consultant will securely access, store, and handle the Client's personal, business, or sensitive information.
• Secure Communications: The Consultant will use secure communications methods to protect the Client's data.
• Breach Notification: The Consultant will notify the Client immediately upon becoming aware of any data breach.

11. Representations and Warranties

The Consultant represents and warrants that:

• The Consultant has the legal right to enter into this Agreement.
• The Consultant has the authority to perform the services.
• The Consultant will perform the services in a professional and competent manner.
• To the best of Consultant’s knowledge, the advice given is accurate.
• The Consultant has no conflict of interest that would prevent the Consultant from performing the services.
• If applicable, Consultant maintains professional qualifications or permits in accordance with Virginia law.

12. Independent Contractor Status

The Consultant is an independent contractor and not an employee or agent of the Client. The Client will not be responsible for paying any taxes or providing any benefits to the Consultant. The Consultant is responsible for all self-employment taxes and insurance. The Consultant acknowledges that they are not eligible for any statutory benefits offered by the Client. The Consultant acknowledges and agrees to comply with Virginia's worker classification standards.

13. Subconsultants

• Option A: The Consultant may not use subconsultants or subcontractors without the Client's prior written consent.
• Option B: The Consultant may use subconsultants or subcontractors, provided that the Consultant remains responsible for the performance of their services and ensures that they comply with the terms of this Agreement and all applicable Virginia laws.
• Any subconsultants or subcontractors will be required to comply with contract requirements and Virginia laws.

14. Limitation of Liability

• Disclaimer of Consequential Damages: Neither party will be liable for any consequential, incidental, indirect, or special damages.
• Aggregate Liability Cap: The Consultant's aggregate liability under this Agreement will not exceed the total amount of fees paid by the Client to the Consultant.
• Exclusions: The limitations of liability in this section will not apply to damages arising from intentional misconduct or gross negligence.
• Indemnity: The Consultant will indemnify and hold the Client harmless from any third-party claims arising from [List of Claims, e.g., Consultant’s negligence, breach of contract]. The Client will indemnify and hold the Consultant harmless from any third-party claims arising from [List of Claims, e.g., Client-provided materials].

15. Termination

• Option A: Termination for Cause: Either party may terminate this Agreement for cause upon written notice if the other party materially breaches this Agreement and fails to cure the breach within [Number] days of receiving written notice.
• Option B: Termination for Convenience: The Client may terminate this Agreement for convenience upon [Number] days' written notice to the Consultant. The Consultant may terminate this Agreement for convenience upon [Number] days’ written notice to the Client.
• Effect of Termination: Upon termination, the Client will pay the Consultant for all services performed up to the date of termination. The Consultant will return all Client property. The confidentiality obligations will survive termination.

16. Dispute Resolution

• Negotiation: The parties will attempt to resolve any disputes arising out of or relating to this Agreement through good faith negotiation.
• Optional Mediation/Arbitration: If negotiation fails, the parties may agree to submit the dispute to mediation or arbitration administered by [Mediation/Arbitration Provider, e.g., American Arbitration Association] in [City, Virginia].
• Litigation: If negotiation and mediation/arbitration fail, either party may bring an action in the state or federal courts located in [City, Virginia].
• Choice of Law: This Agreement will be governed by and construed in accordance with the laws of the Commonwealth of Virginia, without regard to its conflict of laws principles.

17. Professional Licensing and Registrations

• Compliance: The Consultant will comply with all applicable Virginia state professional licensing requirements and obtain any required registrations, including [List of Registrations, e.g., Virginia State Corporation Commission registration, local business licenses].

18. Non-Solicitation/Non-Competition (If Applicable)

• Non-Solicitation: During the term of this Agreement and for a period of [Number] years thereafter, the Consultant will not solicit the Client's employees or customers.
• Non-Competition: During the term of this Agreement and for a period of [Number] years thereafter, the Consultant will not engage in any business that competes with the Client's business within a [Geographic Area] radius of the Client's principal place of business. Such clause shall be reasonable in duration, scope, and geographic area as required by Virginia law.
• Non-Waiver: The presence of non-solicitation or non-competition clauses do not constitute a waiver of an employment relationship.

19. Assignment

Assignment: Neither party may assign this Agreement without the other party's prior written consent. This provision is subject to Virginia law regarding assignment of contractual rights and obligations.

20. Notice

• Notice: All notices must be in writing and delivered by [Acceptable Means of Delivery, e.g., mail, email with confirmation, courier, personal delivery].
• Addresses: Notices to the Consultant must be sent to [Consultant Registered Business Address]. Notices to the Client must be sent to [Client Registered Business Address].
• Deemed Receipt: Notice will be deemed received upon [Deemed Receipt, e.g., personal delivery, confirmation of email receipt, three days after mailing].

21. Records Retention and Audit

• Records Retention: The Consultant will retain records related to the services for a period of [Number] years.
• Audit: The Client will have the right to inspect the Consultant's records related to the services [Conditions for Inspection, e.g., with reasonable notice, during normal business hours].

22. Integration Clause

Integration: This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions and understandings, both written and oral. This provision is governed by Virginia law.

23. Other Provisions

• [Any other provisions tailored to the client’s business sector or services, incorporating any additional Virginia-specific statutory disclosures or mandatory terms as required.]

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

[Consultant Name]

By: [Consultant Printed Name]

Title: [Consultant Title]

[Client Name]

By: [Client Printed Name]

Title: [Client Title]