West Virginia consulting service contract template

West Virginia Consulting Service Contract

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

• [Consultant Full Legal Name], a [Consultant Business Entity Type, e.g., Sole Proprietorship, LLC], with a principal place of business at [Consultant Address], Phone: [Consultant Phone Number], Email: [Consultant Email Address] ("Consultant"), and
• [Client Full Legal Name], a [Client Business Entity Type, e.g., Corporation, LLC], with a principal place of business at [Client Address], Phone: [Client Phone Number], Email: [Client Email Address] ("Client").

Scope of Services

• Option A: Consultant agrees to provide the following consulting services to Client: [Detailed description of consulting services, including specific tasks, objectives, and deliverables]. This includes, but is not limited to, [List of deliverables].
• Option B: Consultant agrees to provide the consulting services as outlined in Exhibit A, attached hereto and incorporated by reference.
• Deliverables Schedule: The above services will be performed according to the following schedule: [Timeline with milestones and deadlines].
• Measurable Objectives: Consultant will achieve the following measurable objectives: [List of measurable objectives].

West Virginia Legal Compliance

• Option A: This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia, without regard to its conflict of laws principles. Consultant warrants that it is in compliance with all applicable West Virginia laws, regulations, and licensing requirements relevant to the services provided herein.
• Option B: Consultant warrants they are in compliance with [Specific WV Industry Regulations, e.g., WV engineering regulations] if those are related to the service provided.
• Consultant holds the necessary licenses and permits to perform the services described herein in the State of West Virginia. [Specify licenses/permits if applicable, or state "N/A"]

Location of Services & Travel

• Option A: The services will be performed on-site at Client's West Virginia location at [Client Address].
• Option B: The services will be performed remotely.
• Option C: The services will be performed in a hybrid manner, with [Percentage]% on-site and [Percentage]% remotely.
• Travel: If travel is required, Client will reimburse Consultant for reasonable travel expenses in accordance with prevailing West Virginia business practices, including [Mileage Rate] per mile and reasonable accommodation costs, pre-approved in writing by Client.

Consultation and Reporting

• Initial Needs Assessment: Consultant will conduct an initial needs assessment to understand Client's requirements.
• Documentation: Consultant will document all consultation sessions.
• Reporting: Consultant will provide regular status updates and reports to Client on a [Frequency, e.g., weekly, monthly] basis.
• Review Meetings: Regular review meetings will be held [Frequency, e.g., weekly, monthly] to discuss progress and address any issues.

Client Responsibilities

• Cooperation: Client agrees to cooperate fully with Consultant and provide all necessary information and access to premises and systems as reasonably required.
• Timely Provision of Information: Client will provide timely responses to Consultant's requests for information.
• Access: Client will provide Consultant with reasonable access to its premises and systems as necessary for the performance of the services.
• Point of Contact: Client designates [Client Point of Contact Name], [Client Point of Contact Title] as the primary point of contact for this Agreement.

Payment Terms

• Option A: Flat Fee: Client will pay Consultant a flat fee of [Dollar Amount] for the services provided.
• Option B: Hourly Rate: Client will pay Consultant an hourly rate of [Dollar Amount] per hour.
• Option C: Milestone Payments: Client will pay Consultant according to the following milestone schedule: [Milestone]: [Dollar Amount].
• Option D: Retainer: Client will pay Consultant a retainer fee of [Dollar Amount] per [Time Period, e.g., month].
• Invoicing: Consultant will submit invoices to Client [Frequency, e.g., monthly].
• Due Dates: Payment is due within [Number] days of the invoice date.
• Expenses: Client will reimburse Consultant for pre-approved expenses, supported by receipts.
• Late Payment: Late payments will accrue interest at a rate of [Percentage]% per month.
• Taxes: Client is responsible for all applicable West Virginia state and local taxes.

Independent Contractor Status

Consultant is an independent contractor under West Virginia law and not an employee of Client. Consultant is responsible for all applicable taxes and insurance, including unemployment and workers' compensation (if applicable, per West Virginia law). Consultant provides their own tools and equipment. Consultant is solely liable for the quality of their work products.

Intellectual Property

• Option A: Ownership: All intellectual property created by Consultant in connection with the services provided under this Agreement shall be owned by Client upon full payment.
• Option B: Licensing: Consultant grants Client a non-exclusive license to use the intellectual property created in connection with the services provided under this Agreement.
• Option C: Consultant retains ownership of any generic methods, processes or know-how developed during the performance of this agreement, and retains the right to utilize the same in the performance of services for other clients.
• Rights Reserved: Consultant reserves all rights not expressly granted to Client.

Confidentiality

• Confidential Information: Both parties agree to hold each other's confidential information in strict confidence.
• Permissible Disclosures: Disclosures required by law or legal process in West Virginia are permitted, provided that the disclosing party provides prompt notice to the other party.
• Return of Materials: Upon termination of this Agreement, Consultant will return or destroy all confidential materials.
• Survival: The confidentiality obligations shall survive the termination of this Agreement for a period of [Number] years.

Data Protection

Compliance: If Consultant handles client, customer, or employee data regulated by West Virginia law, Consultant will comply with all applicable privacy standards and breach notification obligations.

Default and Breach

• Material Breach: A material breach of this Agreement includes, but is not limited to, failure to perform the services as agreed, failure to make timely payments, or breach of confidentiality.
• Notice and Cure: The non-breaching party will provide written notice of the breach to the breaching party, who will have [Number] days to cure the breach.
• Remedies: Remedies for breach include service credits, indemnification, or termination of this Agreement.

Acceptance of Deliverables

• Review Period: Client will have [Number] days to review deliverables.
• Acceptance or Rejection: Client will provide written approval or notice of deficiencies within the review period.
• Acceptance is incremental and is to be achieved in written form upon completion of the performance and subject to the schedule described within this agreement.

Termination

• Termination for Cause: Either party may terminate this Agreement for cause upon [Number] days' written notice.
• Termination for Convenience: Client may terminate this Agreement for convenience upon [Number] days' written notice.
• Termination for Completion: This agreement will terminate upon completion of the Scope of Services as defined in Section 1.
• Final Payments: Upon termination, Client will pay Consultant for all services performed up to the date of termination.
• Return of Property: Upon termination, Consultant will return all Client property.

Indemnification

Consultant agrees to indemnify and hold Client harmless from any claims arising from Consultant's negligence or willful misconduct, subject to limitations consistent with enforceable restrictions under West Virginia law.

Warranty

Consultant warrants that the services will be performed in a professional and workmanlike manner consistent with industry standards. CONSULTANT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Dispute Resolution

• Negotiation: The parties will first attempt to resolve any disputes through good faith negotiation.
• Mediation: If negotiation fails, the parties will attempt to resolve the dispute through mediation.
• Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia.
• Venue: Any legal action shall be brought in the Circuit Court of [County Name] County, West Virginia.

West Virginia Consumer Credit and Protection Act

[Include clause if applicable based on the WV Consumer Credit and Protection Act. If not applicable, state "This section is not applicable." ]

Industry Compliance

[Include relevant industry compliance requirements specific to West Virginia.]

Amendments

All amendments to this Agreement must be in writing and signed by both parties, as required by the West Virginia statute of frauds.

Non-Solicitation/Non-Competition

To the extent permissible under West Virginia law, Consultant agrees not to solicit Client's employees or customers for a period of [Number] years following the termination of this Agreement. Consultant will not compete with Client within a radius of [Number] miles of [City, West Virginia] for [Number] years following the termination of this Agreement. These restrictions are subject to enforceability rules under West Virginia law.

Assignment

Neither party may assign this Agreement without the prior written consent of the other party.

Force Majeure

Neither party shall be liable for any failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including acts of God, war, terrorism, floods, government shutdowns, or other similar events.

Choice of Law and Forum

This Agreement shall be governed by and construed in accordance with the laws of the State of West Virginia. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in West Virginia.

Notices and Change Orders

All notices and change orders must comply with West Virginia code for valid delivery and should be in writing and sent by certified mail, email with confirmation of receipt, or in person.

Insurance

Consultant shall maintain insurance relevant to the consulting engagement (such as professional liability) with minimum coverage levels of [Dollar Amount].

Ethical Representations and Warranties

Consultant represents and warrants that it has complied with all applicable ethical, anti-bribery, and anti-corruption laws and regulations.

Counterparts, Electronic Signatures, and Severability

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be accepted as valid under the West Virginia Uniform Electronic Transactions Act. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

Local Compliance

Consultant is responsible for complying with any local (city/county) registration, tax reporting, or business license duties encountered while serving clients in West Virginia.

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]