Professional Services Rate Card (California)

PROFESSIONAL SERVICES RATE CARD

ROLES AND RATES (EXAMPLE)

OVERTIME / AFTER-HOURS (IF APPLICABLE)

• After-hours/weekend work billed at [1.5x/2x] upon Customer approval.

TRAVEL AND EXPENSES

• Travel must be pre-approved; billed at cost per policy [cite]; travel time billed at [rate or %] if applicable.

MINIMUMS AND CAPS

• Daily minimum (if onsite): [X] hours.
• Optional not-to-exceed (NTE): [$____] for specified work, subject to change orders.

RATE VALIDITY

• Rates valid through [DATE]; subject to adjustment with [30/60] days' notice per Agreement.

BILLING AND PAYMENT

• Invoicing cadence: [weekly/bi-weekly/monthly] in arrears.
• Payment terms per Agreement.

INTELLECTUAL PROPERTY AND WORK PRODUCT

Ownership of Work Product:

☐ Option 1 — Client Owns Work Product (Work Made for Hire):
All deliverables, reports, analyses, designs, documentation, and other materials created by Provider specifically for Client under this Rate Card ("Work Product") shall be considered works made for hire to the extent permitted by applicable law. To the extent any Work Product does not qualify as a 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.

☐ Option 2 — Provider Retains Ownership; Client Receives License:
Provider retains all right, title, and interest in Work Product. Upon payment in full, Provider grants Client a non-exclusive, perpetual, irrevocable, royalty-free license to use, reproduce, modify, and display the Work Product for Client's internal business purposes.

☐ Option 3 — Joint Ownership:
Work Product shall be jointly owned by both parties. Each party may use Work Product without accounting to the other, subject to confidentiality obligations.

CALIFORNIA PRACTICE NOTE: Under 17 U.S.C. § 101, independent-contractor work qualifies as a "work made for hire" only when the commissioned work falls within one of nine statutory categories and the parties expressly agree in a signed writing. See Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989). A separate written assignment can transfer copyright ownership under 17 U.S.C. § 204(a), but does not make the work a "work made for hire." For personnel employed by Provider, California Labor Code § 2870 limits employer claims on inventions developed entirely on the employee's own time without employer resources, subject to its business-related and work-performed exceptions. An employment-agreement clause requiring assignment of an excluded invention is unenforceable. Section 2872 requires written notice of the exclusion when the employee invention-assignment agreement is made. Those employee rules do not themselves govern this client-provider rate card.

Provider Pre-Existing IP:
Provider's pre-existing intellectual property, tools, methodologies, templates, and know-how ("Provider IP") remain the sole property of Provider. To the extent Provider IP is incorporated into any Work Product, Provider grants Client a non-exclusive, perpetual, irrevocable, royalty-free license to use such Provider IP solely as embedded in the Work Product.

Client Materials:
All materials, data, and intellectual property provided by Client to Provider ("Client Materials") remain the sole property of Client. Provider shall use Client Materials only for performing services under this Rate Card and shall return or destroy all Client Materials upon request or termination.

DATA PROTECTION AND PRIVACY

Applicability:
☐ Provider will access, process, or store personal data in connection with services under this Rate Card
☐ Provider will NOT access, process, or store personal data (remainder of this section does not apply)

Data Handling Obligations:
Where Provider accesses, processes, or stores personal data on behalf of Client, Provider shall:

1. Process personal data only as necessary to perform services and in accordance with Client's written instructions
2. Implement and maintain reasonable administrative, technical, and physical safeguards to protect personal data from unauthorized access, disclosure, alteration, or destruction
3. Not sell, rent, or otherwise disclose personal data to third parties except as necessary to perform services or as required by law
4. Promptly notify Client (within [____] hours of discovery) of any actual or reasonably suspected data breach affecting personal data
5. Cooperate with Client in investigating and remediating any data breach, including providing timely information necessary for Client to comply with applicable breach notification laws
6. Upon termination of services or Client's written request, return or securely destroy all personal data in Provider's possession within [____] days
7. Permit Client to audit Provider's data protection practices upon [____] days written notice, no more than [____] time(s) per calendar year

Subprocessors:
Provider shall not engage subprocessors to process personal data without Client's prior written consent. Provider remains responsible for any subprocessor's compliance with this section.

Compliance with Applicable Law:
Each party shall comply with applicable data protection, breach notification, and computer access laws, including, where the law applies to that party:

• California Consumer Privacy Act / California Privacy Rights Act (Cal. Civ. Code § 1798.100 et seq.)
• California Data Breach Notification Law (Cal. Civ. Code § 1798.82)
• California Comprehensive Computer Data Access and Fraud Act (Cal. Penal Code § 502)
• Federal regulations applicable to Client's industry (e.g., HIPAA, GLBA, FERPA)

CALIFORNIA PRACTICE NOTE: The CCPA/CPRA, Cal. Civ. Code § 1798.100 et seq., grants covered consumers access, deletion, correction, and sale/sharing opt-out rights, subject to statutory scope and exceptions. Covered businesses must give collection notices, limit processing to compatible disclosed purposes, and use reasonable security. Under § 1798.82, as amended by 2025 SB 446 effective January 1, 2026, a person or business that owns or licenses covered computerized personal information generally must notify affected California residents within 30 calendar days of discovering or learning of a qualifying breach; the statute permits specified law-enforcement, investigation, and system-restoration delays. For a single breach requiring notice to more than 500 California residents, the notifier must submit a sample notice to the Attorney General within 15 calendar days after notifying affected consumers. Confirm the parties' respective legal roles and incident facts before applying either deadline.

ELECTRONIC SIGNATURES

The Parties may sign this Rate Card and related documents using an authenticated method that records signer identity, intent, document version, timestamps, delivery, and completion evidence, subject to transaction-specific consent, attribution, record, notarial, filing, and retention requirements.

ACCEPTANCE

The parties select IP Option [1 / 2 / 3] above and incorporate this Rate Card into the Agreement dated [__/__/____].

Provider: [LEGAL NAME]

By: ______________________________ Name/Title: [____________________] Date: [__/__/____]

Client: [LEGAL NAME]

By: ______________________________ Name/Title: [____________________] Date: [__/__/____]