DYIC: Discover Your Inner Consultant – Part 6

"YOUR CONSULTING CONTRACT”

Part 6 of DYIC is to discuss the creation of your project consulting contract template. The TGG approach is to use a two-part instrument, a consulting services agreement or CSA, and a Statement of Work, or SOW. The CSA creates the contractual relationship between the two parties and the SOW defines the exact work to be done as well as the costs of the bid. Each document is provided in a generic template format below.

This approach has worked well for many years and has been through many refinements. Using these templates will be about a 95% solution. PLEASE have it reviewed by your attorney before using it, just to make sure that it fully complies with local regulations and acceptable practice.

DOCUMENT 1 – THE CSA

                                                        CONSULTING SERVICES AGREEMENT

This CONSULTING SERVICES AGREEMENT ("Agreement") is made effective as of __________ between _______________________ of __________________________, (“Contractor”) and ______________ of ___________________, (“Client”).

1. SERVICES AGREEMENT. For a period of up to but not exceeding twelve months from the date of this Agreement, Contractor will provide consulting services to Client under the terms of this Agreement. Contractor will serve as an independent service provider to Client (1099 status), not as an employee. During such time, Contractor is known to be engaged by others and Client recognizes that Contractor is not able to devote all of his time to working for Client. Contractor agrees to provide Client sufficient time and to give Client projects sufficient priority to meet project-scheduling requirements.

2. SERVICES. Contractor will provide consulting services, in the form of one or more discrete projects performed for the Client. The specifications, terms and conditions for each project will be defined in a separate Statement of Work (“SOW”), which will be executed subordinate to the terms of this agreement.

3. PAYMENT. Each project will be billed (invoiced) at the established pay-cycle of Client. Payments will be due upon receipt by Client. Contractor will provide proper information to set up direct-deposit payments from Client to Contractor if available.

4. ARBITRATION. All disputes under this Agreement that cannot be resolved by the parties shall be submitted to arbitration under the rules and regulations of the American Arbitration Association. Either party may invoke this paragraph after providing 30 days written notice to the other party. All costs of arbitration shall be divided equally between the parties. Any award may be enforced by a court of law.

5. NON-DISCLOSURE AND CONFIDENTIALITY. Contractor agrees to use his best efforts to prevent and protect any confidential information, or any part thereof, received from Client from disclosure to any unauthorized party.

6. ENTIRE AGREEMENT. This Agreement and any associated addenda contain the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

7. AMENDMENT. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.

8. SEVERABILITY & TERMINATION. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited. Either party may terminate this agreement by giving 30 days prior written notice of termination by registered or certified mail.

9. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party’s right to subsequently enforce and compel strict compliance with every provision of this Agreement.

10. APPLICABLE LAW. The laws of the State of __________ shall govern this Agreement.

The following signatures and associated fields must be completed for this Agreement to be in force.

Client:

_______________________________

Printed Name

_______________________________

Signature Name

_______________________________

Title /  Role

_______________________________

Date

Contractor:

_______________________________

Printed Name

_______________________________

Signature Name

_______________________________

Title /  Role

_______________________________

Date

DOCUMENT 2 – THE SOW

STATEMENT OF WORK

For Project: _________________________________________

Prepared for Client: ___________________________________

Under the terms of this Statement of Work (“SOW”), Contractor will provide Client a consulting engagement known as the project name listed above.

Contractor will perform the following activities in this engagement to satisfy the Client’s project requirements:

·        [list all of the major phases, task, and/or steps of the proposed approach]

Billing Rate: $____ per hour

Estimated Number of Hours: _______

Estimated Cost: $______ to $______

Estimated Timeframe: Depends on Client readiness, availability, and responsiveness. Predicted to be 30 to 60 days in elapsed time, but this depends on several variables outside of Contractor’s control (e.g., availability of key staff, travel limitations, etc.).

TERMS AND CONDITIONS  [modify these as needed]

-        The terms and conditions of this SOW are subject to the Consulting Services Agreement between the two parties dated ________________________.

-        Bid does not include any additional  expenses, technology costs, or external charges (e.g., a filing fee to a government agency or a Zoom subscription). Only labor costs are bid here. [you can add project expense terms and conditions as needed]

-        If Client specifications change, Contractor reserves the right to renegotiate any part of this agreement. A separate Change Order Form may result.

AUTHORIZATION TO PROCEED

The signature below authorizes Contractor to proceed with this engagement:

_______________________________

Printed Name of Client’s Authorizing Manager

_______________________________

Signature of Client’s Authorizing Manager

_______________________________

Effective Date

In conclusion, please note that TGG's coaching services are available on a fractional basis as required. Stay tuned for the upcoming installment in our DYIC series.