PROFESSIONAL SERVICES RATE CARD

State of Delaware

DOCUMENT INFORMATION

Rate Card Number: [________________________________]

Effective Date: [__/__/____]

Expiration Date: [__/__/____]

Version: [____]

PART I: PARTY INFORMATION

A. SERVICE PROVIDER INFORMATION

Legal Business Name: [________________________________]

Trade Name/DBA (if applicable): [________________________________]

Business Entity Type:
☐ Sole Proprietorship
☐ General Partnership
☐ Limited Partnership
☐ Limited Liability Company (LLC)
☐ Corporation (C-Corp)
☐ S Corporation
☐ Professional Corporation (P.C.) under 8 Del. C. Chapter 6
☐ Professional Limited Liability Company (PLLC)
☐ Other: [________________________________]

Delaware Division of Corporations File Number: [________________________________]

Date of Formation/Incorporation: [__/__/____]

State of Formation: [________________________________]

Foreign Entity Registration (if applicable): [________________________________]

Principal Place of Business:
Street Address: [________________________________]
City: [________________________________] State: DE Zip: [________]
County: [________________________________]

Mailing Address (if different):
[________________________________]
City: [________________________________] State: [____] Zip: [________]

Contact Information:
Primary Telephone: [________________________________]
Secondary Telephone: [________________________________]
Primary Email: [________________________________]
Billing Email: [________________________________]
Website: [________________________________]

Tax Identification:
Federal Employer Identification Number (EIN): [________________________________]
Delaware Division of Revenue Business License Number: [________________________________]

Primary Contact Person:
Name: [________________________________]
Title: [________________________________]
Direct Phone: [________________________________]
Email: [________________________________]

B. CLIENT INFORMATION

Legal Name: [________________________________]

Business Entity Type: [________________________________]

Business Address:
Street Address: [________________________________]
City: [________________________________] State: [____] Zip: [________]

Mailing Address (if different):
[________________________________]
City: [________________________________] State: [____] Zip: [________]

Contact Information:
Primary Telephone: [________________________________]
Email: [________________________________]

Primary Contact Person:
Name: [________________________________]
Title: [________________________________]
Direct Phone: [________________________________]
Email: [________________________________]

Billing Contact (if different):
Name: [________________________________]
Title: [________________________________]
Email: [________________________________]

Accounts Payable Contact:
Name: [________________________________]
Email: [________________________________]
Phone: [________________________________]

PART II: SERVICE CATEGORIES AND DESCRIPTIONS

A. COVERED PROFESSIONAL SERVICES

This Rate Card applies to the following categories of professional services:

B. SERVICE DELIVERY METHODS

Services may be provided through the following delivery methods:

☐ On-site at Client location
☐ Remote/virtual delivery
☐ Provider's offices
☐ Hybrid (combination of on-site and remote)
☐ Third-party location as mutually agreed
☐ Other: [________________________________]

C. EXCLUDED SERVICES

The following services are NOT covered by this Rate Card and require separate written agreement:

☐ Expert witness testimony and litigation support services
☐ Services requiring professional licensure not held by Provider
☐ Emergency or crisis response services outside normal service offerings
☐ Services requiring government security clearance
☐ Services performed outside the State of Delaware (unless specifically authorized)
☐ Subcontracted third-party services
☐ Capital equipment procurement
☐ [________________________________]
☐ [________________________________]

PART III: HOURLY RATE SCHEDULES

A. STANDARD HOURLY RATES BY PERSONNEL CLASSIFICATION

B. RATE DEFINITIONS AND APPLICABILITY

Standard Rate: Applies to services performed during regular business hours:
- Monday through Friday
- [____]:00 AM to [____]:00 PM Eastern Time
- Excluding State of Delaware observed holidays

Premium Rate (Overtime): Applies to services performed:
- Outside standard business hours (before [____]:00 AM or after [____]:00 PM)
- On Saturdays
- Premium rate equals [____]% of Standard Rate (typical: 125-150%)

Emergency Rate: Applies to services meeting ALL of the following criteria:
☐ Request received outside normal business hours
☐ Response required within [____] hours of request
☐ Client has authorized emergency rates in writing
- Emergency rate equals [____]% of Standard Rate (typical: 150-200%)

Holiday Rate: Applies to services performed on the following Delaware observed holidays:
- New Year's Day
- Martin Luther King Jr. Day
- Presidents' Day
- Good Friday
- Memorial Day
- Juneteenth
- Independence Day
- Labor Day
- Election Day (General Election years)
- Veterans Day
- Thanksgiving Day
- Day after Thanksgiving
- Christmas Day
- Holiday rate equals [____]% of Standard Rate

C. DAILY RATES (FULL-DAY ENGAGEMENTS)

Daily Rate Discount: Daily rates reflect a [____]% discount compared to equivalent hourly billing.

D. WEEKLY RATES (FULL-WEEK ENGAGEMENTS)

Weekly Rate Discount: Weekly rates reflect a [____]% discount compared to equivalent hourly billing.

PART IV: PROJECT-BASED AND FIXED FEE PRICING

A. STANDARD PROJECT PACKAGES

B. PROJECT PRICING TIERS

C. FIXED FEE TERMS AND CONDITIONS

Scope Definition: All fixed fee engagements require a detailed Statement of Work (SOW) defining:
- Specific deliverables and acceptance criteria
- Timeline and milestones
- Assumptions and dependencies
- Client responsibilities and obligations
- Exclusions and out-of-scope items

Payment Schedule for Fixed Fee Projects:

☐ Option 1 - Milestone-Based:
- [____]% upon SOW execution
- [____]% upon completion of [________________________________]
- [____]% upon completion of [________________________________]
- [____]% upon final delivery and acceptance

☐ Option 2 - Progress-Based:
- [____]% upon SOW execution
- Monthly invoicing based on percentage of completion
- [____]% holdback until final acceptance

☐ Option 3 - Deliverable-Based:
- Payment upon delivery and acceptance of each defined deliverable
- Payment schedule detailed in applicable SOW

Overruns and Underruns:
- If actual effort exceeds estimate by more than [____]%, Provider shall notify Client before proceeding
- Client may authorize additional work at ☐ Standard Hourly Rates / ☐ [____]% of Standard Rates
- Underruns: ☐ No refund for early completion / ☐ Pro-rata refund for unused hours

PART V: RETAINER ARRANGEMENTS

A. RETAINER OPTIONS

☐ Monthly Retainer
- Monthly Fee: $[________]
- Included Hours: [____] hours per month
- Overage Rate: $[________] per hour ([____]% of Standard Rate)
- Minimum Commitment: [____] months

☐ Quarterly Retainer
- Quarterly Fee: $[________]
- Included Hours: [____] hours per quarter
- Overage Rate: $[________] per hour ([____]% of Standard Rate)
- Minimum Commitment: [____] quarters

☐ Annual Retainer
- Annual Fee: $[________]
- Included Hours: [____] hours per year
- Overage Rate: $[________] per hour ([____]% of Standard Rate)
- Prepayment Discount: [____]% if paid in full at inception

☐ Custom Retainer
- Fee Structure: [________________________________]
- Terms: [________________________________]

B. RETAINER TERMS AND CONDITIONS

Rollover of Unused Hours:
☐ Unused hours expire at end of each period
☐ Up to [____]% of unused hours roll over to subsequent period
☐ Unlimited rollover for [____] consecutive periods
☐ Unused hours credited toward future services at [____]% value

Retainer Billing and Payment:
- Retainer fees are due on the [____] day of each ☐ month / ☐ quarter / ☐ year
- Overage hours billed ☐ monthly / ☐ with regular retainer invoice
- Payment terms for retainer: Net [____] days

Priority Response:
Retainer clients receive priority response with guaranteed:
- Initial response within [____] hours during business hours
- Resource availability within [____] business days

Retainer Termination:
- Either party may terminate with [____] days written notice
- Unused prepaid hours: ☐ Non-refundable / ☐ Refundable pro-rata / ☐ Applied to final invoice
- Early termination fee: ☐ None / ☐ $[________] / ☐ [____]% of remaining commitment

Rate Lock:
Retainer rates are locked for [____] months from the retainer effective date.

PART VI: VOLUME DISCOUNT STRUCTURE

A. ANNUAL SPEND-BASED DISCOUNTS

Discount Application:
☐ Applied retroactively once annual threshold is reached
☐ Applied prospectively after threshold is reached
☐ Applied as year-end rebate

B. PROJECT-BASED VOLUME DISCOUNTS

C. MULTI-PROJECT DISCOUNTS

D. LOYALTY DISCOUNTS

E. DISCOUNT STACKING

☐ Discounts are NOT cumulative; only highest applicable discount applies
☐ Discounts ARE cumulative up to maximum of [____]%
☐ Other: [________________________________]

PART VII: RATE ADJUSTMENT PROVISIONS

A. ANNUAL RATE ADJUSTMENTS

Rates may be adjusted annually on [__/__/____] (anniversary date) subject to the following methodology:

☐ Fixed Percentage Increase:
- Maximum annual increase: [____]%
- Applies to all rate categories

☐ Consumer Price Index (CPI) Adjustment:
- Based on CPI-U, Philadelphia-Wilmington-Atlantic City, PA-NJ-DE-MD
- Published by U.S. Bureau of Labor Statistics
- Calculated using 12-month change ending [____] months prior to adjustment date
- Maximum increase capped at [____]%

☐ Cost of Living Adjustment (COLA):
- Based on: [________________________________]
- Calculation method: [________________________________]

☐ Negotiated Adjustment:
- Any rate changes require mutual written agreement
- Negotiation period: [____] days prior to proposed effective date

☐ Combination Method:
- [________________________________]

B. RATE PROTECTION PERIOD

Rates quoted in this Rate Card shall remain firm and not subject to adjustment for:

☐ [____] months from Effective Date
☐ Duration of any active project or engagement
☐ Duration of any retainer arrangement
☐ Other: [________________________________]

C. NOTICE REQUIREMENTS FOR RATE CHANGES

• Provider shall provide written notice of rate adjustments at least [____] days prior to the effective date
• Notice shall include: new rates, effective date, and calculation methodology (if applicable)
• Client objection period: [____] days from receipt of notice
• If Client objects, parties shall negotiate in good faith for [____] days
• If no agreement reached: ☐ Prior rates continue / ☐ Either party may terminate

D. RATE DECREASE PROVISIONS

Provider may decrease rates at any time upon written notice to Client. Decreased rates shall:
☐ Apply immediately upon notice
☐ Apply to new projects/engagements only
☐ Apply to all ongoing work as of notice date
☐ Other: [________________________________]

PART VIII: TRAVEL AND EXPENSE POLICIES

A. TRAVEL TIME COMPENSATION

☐ Travel time is non-billable
☐ Travel time billed at [____]% of applicable hourly rate
☐ Travel time billed at full applicable hourly rate
☐ Travel time billed at flat rate of $[________] per travel day
☐ Portal-to-portal billing for travel exceeding [____] miles from Provider's office

Travel Time Definition:
- Calculated from: [________________________________]
- Minus normal commute deduction of [____] miles

B. MILEAGE REIMBURSEMENT

Mileage Calculation:
- From: [________________________________]
- To: Client location or work site
- Method: ☐ Actual odometer / ☐ Standard mapping software (Google Maps, etc.)

C. AIR TRAVEL

☐ Coach/Economy class required for all flights
☐ Coach/Economy class for flights under [____] hours; Business class permitted for longer flights
☐ Business class permitted for flights over [____] hours with prior approval
☐ First class requires prior written approval from Client

Booking Requirements:
- Advance booking required at least [____] days prior when practicable
- Preferred airlines (if any): [________________________________]
- Frequent flyer benefits: ☐ Retained by traveler / ☐ Applied to reduce Client costs

D. GROUND TRANSPORTATION

Rental Car Insurance:
☐ Collision Damage Waiver (CDW) reimbursable
☐ Client provides proof of primary coverage
☐ Provider carries adequate coverage

E. LODGING RATES

Lodging Terms:
- Government or client-negotiated rates shall be utilized when available
- Extended stay rates (5+ consecutive nights): maximum $[________]/night
- Taxes: reimbursable at actual cost
- Incidental charges (internet, phone, parking): ☐ Included / ☐ Reimbursed separately

F. MEALS AND PER DIEM

☐ Actual Expense Method:
Meals reimbursed at actual cost with itemized receipts
- Maximum per meal: Breakfast $[____] | Lunch $[____] | Dinner $[____]
- Alcoholic beverages: ☐ Reimbursable / ☐ Not reimbursable

☐ Per Diem Method (No Receipts Required):

Per diem rates based on: ☐ GSA rates for applicable locality / ☐ Fixed rates above

Partial Day Per Diem:
- Departure day: [____]% of full day rate
- Return day: [____]% of full day rate

G. OTHER REIMBURSABLE EXPENSES

The following expenses shall be reimbursed at actual cost:

☐ Long-distance telephone and telecommunications charges
☐ Postage, courier, and delivery services (FedEx, UPS, etc.)
☐ Printing, copying, and reproduction at $[____] per page (B&W) / $[____] per page (color)
☐ Professional reference materials and research databases (with prior approval)
☐ Third-party professional fees (with prior written approval exceeding $[________])
☐ Equipment rental necessary for project completion (with prior approval)
☐ Permit and filing fees
☐ Client-requested software licenses or subscriptions
☐ Other: [________________________________]

H. NON-REIMBURSABLE EXPENSES

The following are included in hourly/daily rates and shall NOT be separately reimbursed:

• Normal office overhead and administrative costs
• Standard office supplies and equipment
• Local telephone charges
• Internet and connectivity at Provider's office
• Professional licensing and continuing education
• Professional liability and other insurance premiums
• Internal meetings and administrative time
• Travel within [____] miles of Provider's principal place of business
• Personal entertainment and recreation

I. EXPENSE DOCUMENTATION REQUIREMENTS

• Itemized receipts required for all expenses exceeding $[________]
• Credit card statements alone are NOT acceptable documentation
• Expenses exceeding $[________] require prior written approval from Client
• Expense reports submitted: ☐ Weekly / ☐ Bi-weekly / ☐ Monthly / ☐ With each invoice
• Foreign currency expenses: converted at exchange rate on date of expenditure

J. MARKUP ON THIRD-PARTY COSTS

☐ Third-party costs reimbursed at actual cost with no markup
☐ Third-party costs reimbursed at actual cost plus [____]% administrative fee
☐ Markup applies only to third-party costs exceeding $[________]

PART IX: PAYMENT TERMS AND INVOICING

A. INVOICING SCHEDULE

Invoices shall be issued:

☐ Weekly (each Friday for preceding week)
☐ Bi-weekly (every other Friday)
☐ Semi-monthly (1st and 15th of each month)
☐ Monthly (on or before the [____] day of the following month)
☐ Upon project completion
☐ Upon achievement of milestones specified in applicable SOW
☐ Other: [________________________________]

B. INVOICE CONTENT REQUIREMENTS

Each invoice shall include the following information:

Header Information:
- Provider name and contact information
- Client name and billing address
- Invoice number (unique sequential identifier)
- Invoice date
- Due date
- Rate Card/Contract reference number
- Project or engagement reference (if applicable)
- Purchase order number (if required by Client)

Service Detail:
- Billing period covered
- Itemized description of services performed
- Personnel names, classifications, and applicable rates
- Hours worked per day by personnel classification
- Task or project code breakdown
- Rate extensions (hours x rate)
- Subtotal for professional services

Expense Detail:
- Itemized list of reimbursable expenses
- Date, description, and amount for each expense
- Expense receipts attached or available upon request
- Subtotal for expenses

Totals:
- Professional services subtotal
- Expenses subtotal
- Applicable taxes (separately stated, if any)
- Applicable discounts
- Total amount due
- Payment instructions

C. PAYMENT TERMS

Standard Payment Terms: Net [____] days from invoice date

Alternative Payment Terms (if applicable):
☐ Net 15 days
☐ Net 30 days
☐ Net 45 days
☐ Net 60 days
☐ Due upon receipt
☐ Other: [________________________________]

Early Payment Discount:
☐ No early payment discount offered
☐ [____]% discount if paid within [____] days of invoice date

D. ACCEPTED PAYMENT METHODS

☐ Check payable to: [________________________________]
Mail to: [________________________________]

☐ ACH/Electronic Funds Transfer
Bank Name: [________________________________]
Routing Number: [________________________________]
Account Number: [________________________________]
Account Type: ☐ Checking / ☐ Savings

☐ Wire Transfer
Bank Name: [________________________________]
SWIFT/BIC Code: [________________________________]
Routing Number: [________________________________]
Account Number: [________________________________]

☐ Credit Card (Visa, MasterCard, American Express)
Processing fee: [____]% added to invoice amount
Secure payment link provided upon request

☐ Online Payment Portal: [________________________________]

☐ Other: [________________________________]

E. LATE PAYMENT PROVISIONS

Interest on Late Payments:
In accordance with Delaware law and contractual terms:

• Payments not received by the due date shall accrue interest at the rate of [____]% per month ([____]% per annum) on the unpaid balance, or the maximum rate permitted by Delaware law, whichever is less
• Interest begins accruing on the [____] day after the due date
• Pursuant to 6 Del. C. § 2301(a), the legal rate of interest in Delaware is 5% over the Federal Reserve discount rate (including any surcharge) when no rate is expressed in a contract
• Pursuant to 10 Del. C. § 5209, pre-judgment and post-judgment interest shall be awarded at the legal rate of interest as defined in 6 Del. C. § 2301

Collection Costs:
- If collection action becomes necessary, Client shall be responsible for reasonable collection costs
- In any legal action to collect amounts due, the substantially prevailing party shall be entitled to recover reasonable attorneys' fees and court costs

Suspension of Services:
- Provider may suspend services upon [____] days written notice if payment is not received within [____] days past due
- Services shall resume within [____] business days of receipt of all past-due amounts
- Suspension shall not relieve Client of payment obligations for services already rendered

Acceleration:
Upon Client's failure to pay any invoice within [____] days of due date, Provider may, at its option, declare all outstanding amounts immediately due and payable.

F. DISPUTED INVOICES

• Client must provide written notice of disputed invoice items within [____] days of invoice date
• Dispute notice must identify specific items disputed and provide reasonable basis for dispute
• Undisputed portions remain due and payable per standard terms
• Parties shall negotiate disputed amounts in good faith within [____] business days
• If dispute is not resolved within [____] days, either party may pursue remedies under Section XII

Dispute Resolution for Invoices:
☐ Mediation before litigation
☐ Binding arbitration
☐ Direct litigation in Delaware courts
☐ Other: [________________________________]

G. DEPOSITS AND ADVANCE PAYMENTS

☐ No deposit required

☐ Initial deposit required:
Amount: $[________] OR [____]% of estimated project fees
Due: ☐ Upon Rate Card execution / ☐ Before work commences / ☐ Other: [________]

☐ Monthly advance payment:
Amount: $[________]
Due: [____] day of each month

☐ Retainer deposit (for retainer arrangements):
Amount: $[________] (equal to [____] month(s) of retainer fees)

Application of Deposits:
☐ Applied to final invoice(s)
☐ Applied to invoices as rendered
☐ Held in trust until project completion
☐ Other: [________________________________]

Refund of Unused Deposits:
☐ Refundable within [____] days of engagement termination
☐ Non-refundable except for Provider's material breach
☐ Subject to offset for unpaid amounts owed

PART X: MINIMUM ENGAGEMENT REQUIREMENTS

A. TIME BILLING MINIMUMS

Minimum Billable Increment:
☐ 6 minutes (0.1 hour)
☐ 15 minutes (0.25 hour)
☐ 30 minutes (0.5 hour)
☐ Other: [________________________________]

Rounding Method:
☐ Round up to next increment
☐ Round to nearest increment
☐ Actual time recorded

Minimum Per Engagement:
- Minimum billing per engagement/call-out: [____] hour(s)
- Minimum billing per project: $[________]
- Minimum monthly billing under retainer: [____] hours or retainer fee

B. PROJECT SIZE MINIMUMS

C. SMALL ENGAGEMENT SURCHARGE

Engagements falling below the minimum size thresholds may be subject to:
☐ No surcharge (minimums waived at Provider's discretion)
☐ Setup/mobilization fee of $[________]
☐ Premium rate of [____]% above standard rates
☐ Other: [________________________________]

D. CANCELLATION FEES

Scheduled On-Site Engagements:
- Cancellation more than [____] business days prior: No charge
- Cancellation [____] to [____] business days prior: [____]% of scheduled fees
- Cancellation less than [____] business days prior: [____]% of scheduled fees
- No-show or same-day cancellation: [____]% of scheduled fees

Project Cancellation:
- Client may cancel any project upon [____] days written notice
- Upon cancellation, Client shall pay for:
- All services performed through cancellation date
- All reimbursable expenses incurred
- Non-cancelable third-party commitments made on Client's behalf
- Cancellation fee of [____]% of remaining project value (if applicable)

PART XI: OUT-OF-SCOPE WORK AND CHANGE ORDER PROCEDURES

A. SCOPE DEFINITION

All work shall be performed in accordance with:
☐ This Rate Card (for hourly/T&M engagements)
☐ Applicable Statement of Work (SOW)
☐ Project Charter or Work Order
☐ Other: [________________________________]

B. OUT-OF-SCOPE WORK IDENTIFICATION

Work shall be considered out-of-scope if it:

1. Is not expressly included in the applicable SOW or project documentation
2. Requires skills or resources not contemplated in the original engagement
3. Results from changes in Client requirements or external factors
4. Exceeds budget or timeline thresholds specified in the SOW
5. Requires additional deliverables not originally specified

C. CHANGE ORDER PROCEDURE

Step 1: Change Request Initiation
- Either party may initiate a change request in writing
- Change requests must include:
- Description of proposed change
- Reason/justification for change
- Impact on scope, schedule, and budget (if known)
- Requested implementation date
- Requestor name, title, and signature

Step 2: Impact Assessment
- Provider shall assess the change request within [____] business days
- Assessment shall include:
- Detailed scope of additional work required
- Estimated hours by personnel classification
- Estimated cost (using applicable rates from this Rate Card)
- Impact on project schedule
- Impact on other deliverables
- Any risks or dependencies

Step 3: Change Order Preparation
- Provider shall prepare a formal Change Order document including:
- Change Order number (sequential)
- Reference to original SOW/engagement
- Detailed description of change
- Cost and schedule impact
- Revised project budget (if applicable)
- Revised timeline (if applicable)
- Payment terms for additional work

Step 4: Authorization
- Change Orders require written approval from authorized representatives:
- Client Authorized Representative: [________________________________]
- Provider Authorized Representative: [________________________________]
- Minimum authorization levels:
- Changes under $[________]: Project Manager level
- Changes $[________] to $[________]: Director level
- Changes over $[________]: Executive/Owner level

Step 5: Implementation
- Work on Change Order shall NOT commence until written authorization is received
- Provider shall track Change Order work separately from original scope
- Change Order work billed at rates specified in Change Order or this Rate Card

D. EMERGENCY CHANGE PROCEDURES

For urgent changes where standard procedures would cause material harm:

1. Client may authorize emergency changes verbally with email confirmation within [____] hours
2. Provider may proceed with emergency work at Emergency Rates (see Part III)
3. Formal Change Order documentation must be completed within [____] business days
4. Emergency authorization limited to $[________] without executive approval

E. CHANGE ORDER DOCUMENTATION

All Change Orders shall be:
- Numbered sequentially (CO-001, CO-002, etc.)
- Attached to the original SOW as exhibits
- Maintained in project files for [____] years
- Summarized in a Change Order Log

Change Order Log Format:

F. DISPUTES REGARDING SCOPE

If the parties disagree on whether work is within scope:

1. Work shall be suspended pending resolution (unless Client authorizes continuation)
2. Parties shall meet within [____] business days to discuss
3. If not resolved, escalation to senior management within [____] business days
4. If still unresolved, dispute resolution procedures in Part XII apply
5. Provider reserves right to bill disputed work at applicable rates pending resolution

PART XII: DELAWARE-SPECIFIC LEGAL PROVISIONS

A. GOVERNING LAW AND VENUE

This Rate Card and all services provided hereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to conflicts of law principles.

Exclusive Venue:
Any legal action or proceeding arising from this Rate Card shall be brought exclusively in:
☐ Delaware Superior Court, [________________________________] County
☐ Delaware Court of Chancery (for equitable claims)
☐ United States District Court for the District of Delaware
☐ Either state or federal courts in Delaware, at plaintiff's election

Waiver of Jury Trial:
☐ The parties waive the right to jury trial for disputes arising under this Rate Card
☐ The parties retain the right to jury trial

B. DELAWARE TAX PROVISIONS — NO GENERAL SALES TAX

Important: Delaware does not impose a general sales or use tax.

Pursuant to Delaware law, Delaware is one of five states with no general sales tax. However, businesses operating in Delaware are subject to the Gross Receipts Tax (GRT):

Gross Receipts Tax:
- Provider acknowledges its obligation to pay Delaware Gross Receipts Tax on gross revenues derived from services performed in Delaware
- GRT is a tax on the Provider's business, NOT a tax collected from clients
- GRT rates vary by business classification (typical professional services rate: 0.3939% to 0.7468%)
- GRT shall NOT be separately stated on or added to invoices as a line item
- Provider's Delaware Gross Receipts Tax License Number: [________________________________]

Client Exemptions (if applicable):
☐ Client is a Delaware tax-exempt entity — Exemption Number: [________________________________]
☐ Not applicable

C. DELAWARE INDEPENDENT CONTRACTOR REQUIREMENTS

Pursuant to 19 Del. C. § 3302(10)(K) (ABC Test) and related Delaware employment laws:

Provider Classification:
☐ Provider is an independent business entity providing professional services
☐ Provider personnel are employees of Provider, not Client

ABC Test — All Three Prongs Must Be Met:
Provider certifies that:
1. ☐ Prong A — Freedom from Control: Provider is free from the business's control and direction in performing services, both under the contract and in fact
2. ☐ Prong B — Outside Usual Course of Business: Provider's services are performed outside the usual course of business of the Client or outside all of Client's places of business
3. ☐ Prong C — Independently Established Trade: Provider is customarily engaged in an independently established trade, occupation, profession, or business of the same nature as the services performed

Important Notice: Under Delaware law, workers are presumed to be employees unless the employer demonstrates that all three prongs of the ABC test are satisfied. The burden of proof rests on the entity asserting independent contractor status. Misclassification may result in liability for unpaid unemployment insurance taxes, workers' compensation premiums, penalties, and interest.

Additional Criteria Supporting Independent Contractor Status:
☐ Provider maintains a separate business location
☐ Provider has multiple clients or customers
☐ Provider furnishes own tools, equipment, and supplies
☐ Provider maintains business insurance independently
☐ Provider has the ability to hire and fire its own employees
☐ Provider determines own hours and methods of work

D. DELAWARE WORKERS' COMPENSATION

Pursuant to the Delaware Workers' Compensation Act, 19 Del. C. §§ 2301 et seq.:

☐ Provider maintains workers' compensation insurance as required by Delaware law
☐ Provider is exempt from workers' compensation requirements (sole proprietor with no employees)

Insurance Information:
Carrier: [________________________________]
Policy Number: [________________________________]
Coverage Limits: [________________________________]
Policy Period: [__/__/____] to [__/__/____]

E. PROFESSIONAL LICENSING

Provider certifies that all personnel providing services hold valid professional licenses, certifications, or registrations required by Delaware law:

Provider shall:
- Maintain all required licenses in good standing
- Notify Client within [____] business days of any license suspension, revocation, or restriction
- Provide updated license information upon request

F. DELAWARE DISCRIMINATION IN EMPLOYMENT ACT COMPLIANCE

Provider certifies compliance with the Delaware Discrimination in Employment Act (DDEA), 19 Del. C. §§ 710-718, as enforced by the Delaware Department of Labor, Office of Anti-Discrimination, and agrees that services shall be provided without discrimination based on:
- Race or color
- Religion or creed
- Sex (including pregnancy)
- Sexual orientation
- Gender identity
- National origin
- Age (40 and older)
- Marital status
- Genetic information
- Disability
- Status as a victim of domestic violence, sexual assault, or stalking
- Volunteer emergency responder status
- Reproductive health decisions
- Family responsibilities

G. DELAWARE BUSINESS REGISTRATION

Entity Registration:
☐ Delaware domestic corporation — Division of Corporations File Number: [________________________________]
☐ Delaware domestic LLC — Division of Corporations File Number: [________________________________]
☐ Foreign corporation authorized to do business in Delaware — File Number: [________________________________]
☐ Foreign LLC registered in Delaware — File Number: [________________________________]
☐ Delaware limited partnership — File Number: [________________________________]
☐ Sole Proprietorship — Trade Name filed with Delaware Division of Revenue
☐ Professional Corporation (P.C.) under 8 Del. C. Chapter 6 — File Number: [________________________________]
☐ Other: [________________________________]

Note: All entities doing business in Delaware must obtain a Delaware Business License from the Division of Revenue. Foreign entities must register with the Delaware Division of Corporations before transacting business in the state. Delaware is known for its business-friendly incorporation laws, and the Division of Corporations maintains all entity filings. Annual franchise tax reports are required for all corporations and LLCs.

PART XIII: GENERAL TERMS AND CONDITIONS

A. RATE CARD VALIDITY AND TERM

This Rate Card is valid from [__/__/____] through [__/__/____], unless:
- Extended by mutual written agreement
- Superseded by a subsequent Rate Card
- Terminated pursuant to Section B below

Automatic Renewal:
☐ This Rate Card does NOT automatically renew
☐ This Rate Card automatically renews for successive [____]-year periods unless either party provides [____] days written notice of non-renewal

B. TERMINATION

Termination for Convenience:
Either party may terminate this Rate Card upon [____] days written notice.

Termination for Cause:
Either party may terminate immediately upon written notice if the other party:
- Materially breaches any provision and fails to cure within [____] days of notice
- Becomes insolvent or files for bankruptcy
- Is convicted of a crime relating to business integrity
- Loses required professional licenses

Effect of Termination:
Termination shall not affect:
- Payment obligations for services rendered prior to termination
- Obligations under any SOW or project agreement then in effect (unless also terminated)
- Confidentiality obligations (survive for [____] years)
- Indemnification obligations (survive indefinitely)

C. RELATIONSHIP TO OTHER AGREEMENTS

☐ This Rate Card is incorporated by reference into Master Services Agreement dated [__/__/____]
☐ This Rate Card is a standalone document

Order of Precedence (in case of conflict):
1. Individual Statement of Work
2. Master Services Agreement
3. This Rate Card
4. Provider's standard terms and conditions

OR

☐ In event of conflict: ☐ This Rate Card controls / ☐ MSA controls / ☐ SOW controls

D. CONFIDENTIALITY

Provider shall:
- Maintain confidentiality of all Client information obtained in connection with services
- Not disclose Client information to third parties without prior written consent
- Use Client information only for purposes of performing services
- Return or destroy Client confidential information upon request or termination

Exceptions:
Disclosure permitted if required by law, court order, or regulatory authority, provided Provider gives Client reasonable advance notice when legally permitted.

Duration: Confidentiality obligations survive for [____] years after termination.

E. 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.

DELAWARE PRACTICE NOTE: Under federal copyright law (17 U.S.C. § 101), a "work made for hire" by an independent contractor requires either: (1) the work falls within one of nine statutory categories and a written agreement designating it as such; or (2) a valid written assignment. Delaware, as a leading state for corporate law and the home of the Court of Chancery — a court of equity with deep experience in intellectual property and business disputes — frequently addresses IP ownership in commercial engagements. Delaware courts apply federal copyright law for copyright matters and may look to the Restatement of Agency and Delaware common law for ownership disputes involving trade secrets and other non-copyright IP. Because most professional services deliverables created by independent contractors do not automatically qualify as works for hire, a written assignment clause is strongly recommended. See Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989).

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.

F. INSURANCE REQUIREMENTS

Provider shall maintain the following insurance coverages:

Provider shall:
- Furnish certificates of insurance upon request
- Provide [____] days notice of cancellation or material change
- Name Client as additional insured on CGL policy (if requested)

G. 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 G 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 all applicable data protection and privacy laws, including but not limited to:
- Delaware Computer Security Breach Notification Law (6 Del. C. §§ 12B-100 to 12B-104)
- Delaware Computer Crime Statutes (11 Del. C. §§ 932-936)
- Delaware Personal Data Privacy Act (6 Del. C. Chapter 12D, effective January 1, 2025)
- Federal regulations applicable to Client's industry (e.g., HIPAA, GLBA, FERPA)
- Any comprehensive state privacy law applicable to Client's operations (e.g., if Client operates in CA, TX, VA, CO, CT, or other states with enacted consumer privacy statutes)

DELAWARE PRACTICE NOTE: Delaware enacted the Delaware Personal Data Privacy Act (DPDPA), 6 Del. C. Chapter 12D, effective January 1, 2025, establishing comprehensive consumer privacy rights including the right to access, correct, delete, and port personal data, and to opt out of targeted advertising and data sales. The DPDPA applies to persons conducting business in Delaware that process or control the personal data of at least 35,000 consumers, or 10,000 consumers if more than 20% of gross revenue is derived from data sales. Delaware's breach notification law (6 Del. C. § 12B-102) requires notification to affected Delaware residents without unreasonable delay following determination of a breach of security, and notification to the Delaware Attorney General if more than 500 residents are affected. Credit monitoring must be offered for breaches involving Social Security numbers. Practitioners should ensure that data handling provisions in service contracts align with both the DPDPA's processor obligations and the breach notification law's requirements.

H. LIMITATION OF LIABILITY

Cap on Liability:
TO THE MAXIMUM EXTENT PERMITTED BY DELAWARE LAW, PROVIDER'S TOTAL LIABILITY ARISING FROM OR RELATED TO SERVICES PROVIDED UNDER THIS RATE CARD SHALL NOT EXCEED:

☐ The total fees paid by Client during the [____] month period preceding the claim
☐ $[________]
☐ The limits of Provider's professional liability insurance
☐ Other: [________________________________]

Exclusion of Damages:
EXCEPT FOR BREACHES OF CONFIDENTIALITY, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOST REVENUE, OR LOST DATA.

Exceptions:
The foregoing limitations shall NOT apply to:
- Provider's indemnification obligations
- Client's payment obligations
- Claims covered by insurance
- Fraud or intentional misconduct

I. INDEMNIFICATION

Mutual Indemnification:
Each party ("Indemnitor") shall indemnify, defend, and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from:
- Indemnitor's negligent acts or omissions
- Indemnitor's willful misconduct
- Indemnitor's breach of this Rate Card
- Indemnitor's violation of applicable law

Indemnification Procedure:
- Prompt written notice of claim required
- Indemnitor shall have sole control of defense (with indemnified party's consent to settlement)
- Indemnified party shall cooperate and provide reasonable assistance
- Indemnified party may participate at its own expense

J. FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including but not limited to:
- Acts of God (earthquakes, floods, hurricanes, severe weather)
- War, terrorism, civil unrest, or military action
- Government actions, orders, or embargoes
- Strikes, labor disputes, or lockouts (not involving party's own employees)
- Pandemic, epidemic, or quarantine
- Internet or telecommunications failures
- Power outages
- Other events beyond reasonable control

Force Majeure Procedure:
- Affected party must notify other party within [____] business days
- Affected party must use reasonable efforts to mitigate impact
- If force majeure continues for more than [____] days, either party may terminate affected work

K. ASSIGNMENT

Neither party may assign this Rate Card or any rights hereunder without prior written consent of the other party, except that:
- Provider may assign to an affiliate or successor entity
- Either party may assign in connection with merger, acquisition, or sale of substantially all assets
- Assignment to acquirer requires [____] days advance written notice

L. AMENDMENTS AND MODIFICATIONS

• This Rate Card may only be amended by written instrument signed by authorized representatives of both parties
• No oral modifications shall be binding
• Email correspondence shall constitute "writing" for purposes of this provision

M. SEVERABILITY

If any provision of this Rate Card is held invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving its intent.

N. WAIVER

No waiver of any provision shall be effective unless in writing. Failure to enforce any provision shall not constitute a waiver of future enforcement. No waiver shall be construed as a continuing waiver.

O. NOTICES

All formal notices under this Rate Card shall be in writing and delivered to the addresses set forth in Part I by:

☐ Personal delivery (effective upon delivery)
☐ Certified mail, return receipt requested (effective 3 business days after mailing)
☐ Overnight courier with tracking (effective upon delivery)
☐ Email with read receipt or delivery confirmation (effective upon confirmed receipt)

Notice of Address Change:
Either party may change its notice address by providing [____] days written notice.

P. ELECTRONIC SIGNATURES

This Rate Card and any amendments, SOWs, or Change Orders may be executed by electronic signature, which shall be valid and enforceable pursuant to the Delaware Uniform Electronic Transactions Act (6 Del. C. §§ 12A-101 to 12A-117) and the federal Electronic Signatures in Global and National Commerce Act (E-SIGN, 15 U.S.C. §§ 7001-7031). Electronic signatures, including digital signatures, typed names in signature blocks, and click-through acceptances, shall have the same legal effect as original ink signatures. Copies transmitted by email, PDF, or through electronic signature platforms (e.g., DocuSign, Adobe Sign) shall be deemed originals for all purposes.

Q. ENTIRE AGREEMENT

This Rate Card, together with any Master Services Agreement, Statements of Work, and Change Orders, constitutes the entire agreement between the parties regarding rates for professional services and supersedes all prior or contemporaneous negotiations, representations, discussions, or agreements relating thereto.

PART XIV: ACKNOWLEDGMENT AND ACCEPTANCE

A. PROVIDER ACKNOWLEDGMENT

By signing below, Provider certifies that:

☐ The rates and terms set forth herein are accurate and binding for the stated validity period
☐ Provider holds all licenses and permits required to perform services in Delaware
☐ Provider maintains insurance coverage as represented herein
☐ Provider shall comply with all applicable Delaware and federal laws
☐ Provider meets Delaware's ABC test independent contractor classification criteria
☐ Provider is authorized to enter into this Rate Card

PROVIDER:

[________________________________]
(Legal Business Name)

Signature: ________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

B. CLIENT ACKNOWLEDGMENT AND ACCEPTANCE

By signing below, Client acknowledges receipt of this Rate Card and:

☐ Client ACCEPTS this Rate Card as presented
☐ Client ACCEPTS this Rate Card with modifications (see Exhibit A - Negotiated Modifications)
☐ Client REJECTS this Rate Card (no signature required)

If Accepting:

CLIENT:

[________________________________]
(Legal Name)

Signature: ________________________________________

Printed Name: [________________________________]

Title: [________________________________]

Date: [__/__/____]

EXHIBIT A: NEGOTIATED MODIFICATIONS

Attach any agreed-upon modifications to standard terms. Modifications must be initialed by both parties.

EXHIBIT B: APPROVED PERSONNEL ROSTER

Personnel Changes:
- Provider may add personnel by written notice to Client
- Client may request specific personnel subject to availability
- Key personnel (listed above) may not be removed without [____] days advance notice and Client consent

EXHIBIT C: SAMPLE CHANGE ORDER FORM

CHANGE ORDER

DESCRIPTION OF CHANGE:
[________________________________]
[________________________________]
[________________________________]

REASON FOR CHANGE:
☐ Client-requested scope change
☐ Regulatory/compliance requirement
☐ Unforeseen condition discovered
☐ Third-party requirement
☐ Error/omission in original scope
☐ Other: [________________________________]

IMPACT ASSESSMENT:

COST BREAKDOWN:

AUTHORIZATION:

This Professional Services Rate Card is subject to review by qualified legal counsel. Rates and terms are subject to change upon proper notice as specified herein. Delaware law governs all services provided under this Rate Card.

Template Version 2026.02