CONSULTING SERVICES CONTRACT
THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………
BETWEEN
- [Your Company Name], with its principal place of business at [Address]hereinafter referred to as (“Consultant”),
AND
- [Client’s Company Name], with its principal place of business at [Address]hereinafter referred to as (“Client”). Collectively referred to as the (“Parties.”)
RECITALS
WHEREAS, the Consultant is engaged in the business of providing professional consulting services, and the Client desires to engage the Consultant’s services for the purpose of [Brief Description of Consulting Services];
WHEREAS, the Parties acknowledge that the scope of services may include, but is not limited to, [List of Specific Services];
WHEREAS, the Parties wish to establish the terms and conditions under which the Consultant will provide consulting services to the Client;
WHEREAS, the Parties desire to outline the compensation structure, confidentiality obligations, termination provisions, intellectual property considerations, and other terms governing the consulting engagement;
WHEREAS, the Parties intend to establish a binding legal agreement that accurately reflects their intentions and expectations;
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the Parties agree as follows:
- TERM:
3.1 The term of this Agreement shall commence on the Effective Date and shall continue until [End Date] or until the completion of the Services, whichever occurs later.
- SCOPE OF SERVICES:
4.1 Consultant agrees to provide comprehensive consulting services to Client for the purpose of [Brief Description of Consulting Services]. These services may include, but are not limited to, [List of Specific Services].
4.2 Consultant agrees to provide consulting services to Client for a term of up to 5 years, with the option for a 4-year renewal, subject to the terms and conditions set forth in this Contract.
4.3 Consultant agrees to perform the services diligently and in a professional manner, utilizing best industry practices and expertise.
- COMPENSATION:
5.1 Initial Fee: Client agrees to pay Consultant an initial non-refundable fee of [Amount] upon the execution of this Agreement. This fee covers the cost of preliminary assessments, research, and initial planning.
5.2 Success Fee: In the event that Client is awarded a contract (“City Contract”) as a direct result of the consulting services provided by Consultant, Client agrees to pay Consultant a success fee equal to [Percentage]% of the total value of the City Contract. Payment shall be made within Net 90 days of receiving payment from the City.
5.3 Any expenses incurred by Consultant in the course of performing the consulting services shall be reimbursed by Client upon presentation of valid receipts.
- CONFIDENTIALITY:
6.1 Both parties agree to maintain the confidentiality of all non-public information shared during the engagement, preventing its unauthorized disclosure to third parties. This “Confidential Information” includes proprietary data, trade secrets, financial details, and technical specs. The Receiving Party will use reasonable safeguards, not disclosing such information without prior written consent, except when compelled by law. Upon contract termination, the Receiving Party will promptly return or destroy all Confidential Information. Both parties acknowledge potential irreparable harm from unauthorized disclosure, enabling the Disclosing Party to seek injunctive relief. The confidentiality obligations survive for [Number] years beyond Agreement termination.
- INDEPENDENT CONTRACTOR:
7.1 The Consultant is an independent contractor and shall not be considered an employee or agent of the Client for any purpose.
- TERMINATION:
8.1 The Contract shall naturally conclude upon successful completion of the project’s objectives and deliverables, as outlined in the project agreement. Upon fulfillment of the project requirements, both parties shall consider the Contract terminated without the need for further notice or compensation.
- INTELLECTUAL PROPERTY:
9.1 All pre-existing intellectual property provided by Consultant for the performance of the consulting services shall remain the property of Consultant. Client shall have a limited, non-exclusive, non-transferable license to use such intellectual property solely for the purpose of receiving the consulting services.
- DISPUTE RESOLUTION MECHANISM:
10.1 Any dispute arising out of or in connection with this Agreement shall be resolved through binding arbitration in accordance with the rules and regulations of the American Arbitration Association. The arbitration shall take place in Virginia, and the arbitrator’s decision shall be final and binding upon the Parties.
- GOVERNING LAW AND JURISDICTION:
11.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of Virginia, without regard to its conflict of law principles.
11.2 Jurisdiction: Any legal action or proceeding arising under or in connection with this Agreement shall be brought exclusively in the courts of Virginia and the parties hereby submit to the personal jurisdiction of such courts.
- INDEMNIFICATION:
12.1 Client agrees to indemnify and hold Consultant harmless from any claims, liabilities, losses, or expenses arising out of or in connection with the use of the consulting services or the City Contract obtained.
- FORCE MAJEURE:
13.1 Neither Party shall be held liable for any delay or failure in performance of its obligations under this Agreement due to events beyond its reasonable control, including but not limited to acts of God, government regulations, acts of terrorism, natural disasters, or labor disputes.
- ENTIRE AGREEMENT:
14.1 This Agreement constitutes the entire understanding between the parties concerning the subject matter herein and supersedes all prior and contemporaneous agreements, whether oral or written.
- AMENDMENTS:
15.1 Any amendments or modifications to this Agreement must be made in writing and signed by both parties.
- ASSIGNMENT:
16.1 This Agreement may not be assigned by either party without the prior written consent of the other party, except in the case of an assignment to an affiliate or successor of the assigning party.
- WAIVER:
17.1 The failure of either party to enforce any provision of this Agreement shall not be deemed a waiver of such provision or the right to enforce it in the future.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
Signed by or on behalf of:
THE UNDERSIGNED HAVE READ, FULLY UNDERSTOOD AND BY SIGNING
CONSULTANT CLIENT
NAME: NAME:
____________________________ __________________________
SIGNATURE: SIGNATURE:
____________________________ ___________________________
DATE: DATE:
____________________________ ___________________________
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