Professional Services Rate Card (Arizona)

PROFESSIONAL SERVICES RATE CARD

STATE OF ARIZONA

DOCUMENT INFORMATION

1. STANDARD HOURLY RATES

*Premium rates apply outside standard business hours or on Arizona state holidays.

Arizona State Holidays

• New Year's Day
• Martin Luther King Jr. Day
• Presidents' Day
• Memorial Day
• Independence Day
• Labor Day
• Columbus Day
• Veterans Day
• Thanksgiving Day
• Christmas Day

2. SERVICE CATEGORIES

3. VOLUME DISCOUNTS

4. TRAVEL AND EXPENSES

5. BILLING TERMS

6. TAXES

• Arizona Transaction Privilege Tax (TPT) applies as required
• Customer responsible for applicable taxes

7. INTELLECTUAL PROPERTY AND WORK PRODUCT

Ownership of Work Product

Select one of the following ownership structures for all deliverables, reports, code, documentation, and other work product ("Work Product") created by Provider under this Rate Card:

☐ Option 1 — Client Owns All Work Product (Work Made for Hire). All Work Product created by Provider in the performance of services shall be considered "work made for hire" as defined under 17 U.S.C. § 101. To the extent any Work Product does not qualify as work made for hire, Provider hereby irrevocably assigns to Client all right, title, and interest in and to such Work Product, including all intellectual property rights therein. Provider shall execute any documents reasonably requested by Client to perfect such assignment.

☐ Option 2 — Provider Retains Ownership; Client Receives License. Provider shall retain all right, title, and interest in and to the Work Product. Provider hereby grants Client a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up license to use, reproduce, modify, distribute, and display the Work Product for Client's internal business purposes. The scope of the license shall be further defined in the applicable statement of work or master services agreement.

☐ Option 3 — Joint Ownership. Provider and Client shall jointly own all right, title, and interest in and to the Work Product. Each party may use, license, and exploit the Work Product without the consent of or accounting to the other party, unless otherwise agreed in writing.

Arizona Practice Note: Federal copyright law (17 U.S.C. § 101) defines "work made for hire" narrowly for independent contractors — it applies only to nine enumerated categories and requires a signed written agreement. Under Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989), the U.S. Supreme Court held that the common-law agency test governs whether a hired party is an employee for work-made-for-hire purposes. Arizona does not have a state-specific employee invention assignment restriction statute. Accordingly, parties should clearly specify ownership by written agreement rather than relying on statutory defaults. Where Provider personnel are independent contractors, a backup assignment clause (as in Option 1) is strongly recommended.

Provider Pre-Existing IP

All intellectual property owned by or licensed to Provider prior to the effective date of this Rate Card, and any improvements thereto made outside the scope of services ("Provider IP"), shall remain the sole property of Provider. To the extent Provider IP is incorporated into any Work Product delivered to Client, Provider hereby grants Client a non-exclusive, perpetual, irrevocable, royalty-free license to use such embedded Provider IP solely as part of the delivered Work Product.

Client Materials

All data, content, trademarks, and other materials provided by Client to Provider in connection with the services ("Client Materials") shall remain the sole property of Client. Provider shall use Client Materials only as necessary to perform the services and shall return or destroy all Client Materials upon completion of the engagement or upon Client's request.

8. DATA PROTECTION AND PRIVACY

Applicability

Select one:

☐ Provider will access, receive, process, or store personal data on behalf of Client in connection with the services.

☐ Provider will NOT access, receive, process, or store personal data on behalf of Client. (If selected, the remainder of this Section 8 does not apply.)

Data Handling Obligations

Where Provider processes personal data on behalf of Client, Provider shall:

1. Process personal data only in accordance with Client's documented instructions and solely for the purpose of performing the services.
2. Implement and maintain reasonable administrative, technical, and physical safeguards to protect personal data against unauthorized access, use, disclosure, alteration, or destruction.
3. Not sell, rent, or otherwise disclose personal data to any third party except as required to perform the services or as required by law.
4. Notify Client of any confirmed or reasonably suspected data breach involving personal data within [____] hours of discovery, and provide sufficient information for Client to comply with applicable notification requirements, including A.R.S. § 18-552.
5. Cooperate with Client in investigating and remediating any data breach, including providing timely access to relevant records and personnel.
6. Upon termination or expiration of the engagement, return or securely destroy all personal data in Provider's possession within [____] days, and certify such return or destruction in writing.
7. Permit Client (or Client's designated auditor) to conduct reasonable audits of Provider's data handling practices upon [____] days' prior written notice, no more than once per calendar year absent cause.

Subprocessors

Provider shall not engage any subcontractor or subprocessor to process personal data on behalf of Client without Client's prior written consent. Provider shall impose data protection obligations on any approved subprocessor that are no less protective than those set forth in this Section 8 and shall remain fully liable for any subprocessor's acts or omissions.

Compliance with Applicable Law

Both parties shall comply with all applicable data protection and privacy laws, including without limitation:

• Arizona Data Breach Notification Law — A.R.S. § 18-551 et seq. and A.R.S. § 18-552 (requiring notification within 45 days of determination that a security breach has occurred)
• Arizona Computer Tampering Statute — A.R.S. § 13-2316 (prohibiting unauthorized access to computer systems and data)
• Federal Regulations — as applicable to the nature of the data processed, including HIPAA (45 C.F.R. Parts 160 and 164), the Gramm-Leach-Bliley Act (15 U.S.C. § 6801 et seq.), and FERPA (20 U.S.C. § 1232g)
• Cross-State Privacy Laws — where Client or its customers are located in states with comprehensive consumer privacy laws (e.g., California Consumer Privacy Act, Colorado Privacy Act, Virginia Consumer Data Protection Act), Provider shall cooperate with Client to ensure compliance with such laws to the extent applicable

Arizona Practice Note: Arizona does not currently have a comprehensive consumer data privacy law comparable to the California Consumer Privacy Act (CCPA) or the Colorado Privacy Act (CPA). However, Arizona's data breach notification statute (A.R.S. § 18-552, as amended by HB 2154 in 2018) imposes a 45-day notification deadline — one of the shorter windows among U.S. states. Practitioners should monitor the Arizona legislature for pending comprehensive privacy legislation and ensure that breach response plans comply with the 45-day requirement. Where services involve data of residents from multiple states, compliance with the most restrictive applicable state law is recommended.

9. ELECTRONIC SIGNATURES

The parties agree that this Rate Card and any related statements of work, change orders, or amendments may be executed by electronic signature, including typed signatures, digital signatures, and electronic images of handwritten signatures, and may be transmitted by email, PDF, or electronic contracting platform. Electronic signatures shall be deemed valid and enforceable to the fullest extent permitted under the Arizona Electronic Transactions Act (A.R.S. §§ 44-7001 through 44-7051), which adopts the Uniform Electronic Transactions Act (UETA), and the federal Electronic Signatures in Global and National Commerce Act (E-SIGN Act, 15 U.S.C. §§ 7001–7031). No party shall contest the validity or enforceability of this Rate Card solely on the basis that it was executed or delivered electronically.

10. ACKNOWLEDGMENT

Provider: _________________________________ Date: ___________