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.

TEXAS 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. Texas follows the federal framework — there is no state-level override or employee invention assignment restriction statute. See Community for Creative Non-Violence v. Reid, 490 U.S. 730 (1989). Because most professional services deliverables created by independent contractors do not automatically qualify as works for hire, a written assignment clause is strongly recommended to ensure the client obtains ownership.

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 all applicable data protection and privacy laws, including but not limited to:
- Texas Data Privacy and Security Act (Tex. Bus. & Com. Code §§ 541.001-541.205) (comprehensive consumer data privacy)
- Tex. Bus. & Com. Code § 521.053 (breach notification following security breach of computerized data)
- Tex. Bus. & Com. Code § 521.001 et seq. (Identity Theft Enforcement and Protection Act)
- Tex. Penal Code § 33.02 (breach of computer security — unauthorized access)
- Federal regulations applicable to Client's industry (e.g., HIPAA, GLBA, FERPA)

TEXAS PRACTICE NOTE: The Texas Data Privacy and Security Act (TDPSA), effective July 1, 2024, is a comprehensive consumer data privacy law that applies to persons conducting business in Texas or producing products or services consumed by Texas residents who process or engage in the sale of personal data. The TDPSA grants consumers rights to access, correct, delete, and port their personal data and to opt out of targeted advertising, data sales, and certain profiling. Small businesses are generally exempt, except they must obtain consent before selling sensitive personal data. The Texas Attorney General has exclusive enforcement authority with civil penalties up to $7,500 per violation. Separately, Tex. Bus. & Com. Code § 521.053 requires breach notification without unreasonable delay, and no later than the 60th day after determining a breach occurred. Breaches affecting 250 or more Texas residents must be reported to the Attorney General within 30 days. Civil penalties for notification failures range up to $100 per person per day, not to exceed $250,000 per breach.

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 Texas Uniform Electronic Transactions Act (Tex. Bus. & Com. Code §§ 322.001-322.021) 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.