Washington consulting service contract template

Washington Consulting Service Contract

This Washington Consulting Service Contract (the "Agreement") is made and entered into as of this [Date] by and between:

• [Consultant Full Legal Name], a [State of Incorporation/Organization] [Entity Type] with its principal place of business at [Consultant Business Address] and Washington UBI number [Consultant UBI Number] (the "Consultant"),

and

• [Client Full Legal Name], a [State of Incorporation/Organization] [Entity Type] with its principal place of business at [Client Business Address] and Washington UBI number [Client UBI Number] (the "Client").

1. Consulting Services

• Option A: Scope of Services
  • The Consultant will provide the following services to the Client: [Detailed description of services]. This includes: [List specific tasks and responsibilities]. The Consultant will use the following methodologies: [Specify methodologies, tools, or proprietary processes]. Compliance with [Industry-specific standards or regulatory compliance relevant in Washington] is required.
• Option B: Objectives & Deliverables
  • The objectives of this engagement are: [Clearly defined objectives]. The Consultant will deliver the following to the Client: [List of deliverables]. Expected outcomes include: [Expected outcomes and performance benchmarks].
• Option C: Reporting & Communication
  • The Consultant will provide [Frequency] progress reports to the Client. Regular status meetings will be held [Frequency] at [Location/Platform].
  • Option 1: Written reports are the primary form of communication.
  • Option 2: Verbal updates are expected during scheduled meetings.

2. Work Location and Travel

• Option A: Work Location
  • The Consultant will perform services:
    • Onsite at Client's Washington facilities.
    • Remotely.
    • Hybrid approach (specify details: [Details of Hybrid Approach])
• Option B: Travel
  • The Consultant [will/will not] be required to travel.
  • If travel is required, reimbursement will be in accordance with Washington State per diem limits. [Specify any exceptions or clarifications].

3. Project Timeline & Milestones

• Option A: Timeline
  • The project will commence on [Start Date] and conclude on [End Date].
• Option B: Milestones & Deliverables
  • Key milestones and deadlines are:
    • [Milestone 1]: [Date]
    • [Milestone 2]: [Date]
  • Review and approval procedures: [Detailed process for review and approval].

4. Key Personnel

• Option A: Personnel Assignment
  • [Consultant Name] will be the primary consultant assigned to this project.
• Option B: Background Checks
  • A background check [is/is not] required for the Consultant and any personnel assigned to the project. [Specify details and requirements under Washington law].
  • The background check will be conducted by [Name of organization performing the background check]

5. Compensation

• Option A: Fee Structure
  • The Consultant's fees will be:
    • [Hourly Rate]: \$[Amount] per hour
    • [Daily Rate]: \$[Amount] per day
    • [Fixed Fee]: \$[Total Amount] for the project
    • [Retainer Fee]: \$[Amount] per [Month/Quarter]
• Option B: Payment Schedule
  • Payment will be made according to the following schedule: [Detailed payment schedule]. Invoicing will occur [Frequency] and will be submitted to [Designated Client Contact].
• Option C: Taxes & Expenses
  • The Client is responsible for:
    • Reimbursement of pre-approved expenses. [Specify eligible expenses and approval process].
    • Consultant is responsible for calculation and payment of Washington B&O tax and other applicable state and local taxes.

6. Intellectual Property

• Option A: Ownership
  • Deliverables created under this Agreement [are/are not] considered "work for hire" under Washington law.
• Option B: Rights
  • Ownership of deliverables will transfer to the Client upon full payment.
  • The Consultant [grants/does not grant] the Client the right to use the Consultant's proprietary materials.
  • The Consultant retains all rights to pre-existing intellectual property.

7. Confidentiality & Data Protection

• Option A: Confidentiality
  • Both parties agree to maintain the confidentiality of all confidential information, as defined by the Washington Uniform Trade Secrets Act (RCW 19.108).
• Option B: Data Protection
  • The Consultant will comply with all applicable Washington privacy and cybersecurity requirements, including the Washington Consumer Protection Act (RCW 19.86) and data breach notice obligations (RCW 19.255), if handling personal data.

8. Records Retention & Audit

The Consultant will retain records related to the services provided for a period of [Number] years, complying with Washington business law and industry requirements. The Client has the right to audit the Consultant's work. [Specify details of audit process].

9. Non-Solicitation & Non-Compete

• Option A: Non-Solicitation
  • During the term of this Agreement and for a period of [Number] years thereafter, neither party will solicit employees of the other party.
• Option B: Non-Compete
  • This section [is/is not] applicable. If applicable, the terms of the non-compete agreement are: [Specify the terms, ensuring compliance with RCW 49.62]. Advance notice [is/is not] provided. [Specify amount of notice if applicable].

10. Insurance

The Consultant will maintain the following insurance coverage:

• Professional Liability Insurance: [Coverage Amount]
• Workers' Compensation Insurance (if applicable): [Specify if applicable and requirements]
• Automobile Liability Insurance (if travel is required): [Coverage Amount]

The Consultant will provide proof of insurance upon request.

11. Modification & Termination

• Option A: Modification
  • This Agreement may be modified only by a written instrument signed by both parties.
• Option B: Termination for Convenience
  • The Client may terminate this Agreement for convenience with [Number] days written notice to the Consultant.
• Option C: Termination for Cause
  • Either party may terminate this Agreement for cause (including breach, misconduct, or failure to comply with Washington laws) with [Number] days written notice.

12. Force Majeure

Neither party will be liable for delays or nonperformance due to circumstances beyond their control (natural disasters, government actions, etc.), consistent with pertinent Washington law. [Specify procedures for handling delays or nonperformance].

13. Breach of Contract, Liability, and Indemnification

• Option A: Liability
  • In the event of a breach of contract, the breaching party will be liable for [Specify damages].
• Option B: Indemnification
  • The Consultant agrees to indemnify and hold harmless the Client from any third-party claims arising out of the Consultant's negligence or willful misconduct.
• Option C: Limitation of Liability
  • [Specify any limitations of liability, referencing Washington's legal framework].

14. Dispute Resolution

Any disputes arising out of or relating to this Agreement will be resolved as follows:

• First, through good faith negotiation.
• Second, through mediation in Washington, using the Washington Arbitration & Mediation Service.
• Third, through binding arbitration in Washington.
• Venue and governing law: Washington law and the jurisdiction of Washington state courts.

15. Compliance with Washington Law

This Agreement complies with all relevant Washington state consumer protection (RCW 19.86), privacy, and cybersecurity requirements.

16. Representations & Warranties

Each party represents and warrants that it has the authority to enter into this Agreement and that the consulting services will comply with all applicable laws and regulatory standards in Washington.

17. Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior discussions and understandings. It may be amended only in writing signed by both parties.

18. Severability, Waiver, and Survival

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any provision of this Agreement will be effective unless in writing and signed by the waiving party. The confidentiality, indemnification, and intellectual property clauses will survive termination of this Agreement.

19. Special Client Needs

• Option A: Background Checks
  • [Specify any special background check requirements beyond general checks.]
• Option B: Special Reporting
  • [Specify any special or ad hoc reporting requirements.]
• Option C: Diversity/Subcontracting
  • [Specify any requirements concerning diversity or small business subcontracting.]

20. Client Obligations

The Client agrees to provide timely access to information, staff, and facilities necessary for the Consultant's performance. [Specify any other client obligations].

21. Notices

All notices required or permitted under this Agreement must be in writing and delivered to the addresses listed above by [Acceptable methods: mail, email, etc.].

22. Exhibits

• The following exhibits are attached to and incorporated into this Agreement:
  • Exhibit A: Statement of Work/Deliverables
  • Exhibit B: Pricing Breakdown
  • Exhibit C: [Other exhibits as needed]

All elements of this contract, including the exhibits, are modifiable per client and project requirements in Washington.

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]

[Client Full Legal Name]

By: [Client Signature]

Name: [Client Printed Name]

Title: [Client Title]